Unassociated Document


    NOMURA
      HOME EQUITY LOAN, INC.,

     

    Depositor

     

    


     

    NOMURA
      CREDIT & CAPITAL, INC.,

     

    Sponsor

     

    


     

    OCWEN
      LOAN SERVICING, LLC,

     

    Servicer

     

    


     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

     

    Master
      Servicer and Securities Administrator

     

     

    and

     

    


     

    HSBC
      BANK
      USA, NATIONAL ASSOCIATION

     

    Trustee

     

    
      	 	 	 


    

    


     

    


     

    POOLING
      AND SERVICING AGREEMENT

     

    Dated
      as
      of April 1, 2006

     

    
      	 	 	 


    

    


     

    NOMURA
      HOME EQUITY LOAN, INC.

     

    ASSET-BACKED
      CERTIFICATES, SERIES 2006-HE2

     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    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 Servicer and the
                Sponsor.

            
	
              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 and the Class R
                Certificates.

            
	
              Section
                2.07

            	
              Conveyance
                of the REMIC I Regular Interests; Issuance and Conveyance of the
                REMIC II
                Regular Interests.

            
	
              Section
                2.08

            	
              Issuance
                of Class R Certificates.

            
	
              Section
                2.09

            	
              Establishment
                of Trust.

            
	
              Section
                2.10

            	
              Purpose
                and Powers of the Trust.

            


    

     

    ARTICLE
      III

    ADMINISTRATION
      AND SERVICING OF THE MORTGAGE LOANS; ACCOUNTS

     

    
      	
              Section
                3.01

            	
              The
                Servicer to act as Servicer.

            
	
              Section
                3.02

            	
              Due-on-Sale
                Clauses; Assumption Agreements.

            
	
              Section
                3.03

            	
              Subservicers.

            
	
              Section
                3.04

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

            
	
              Section
                3.05

            	
              Maintenance
                of Hazard Insurance.

            
	
              Section
                3.06

            	
              Presentment
                of Claims and Collection of Proceeds.

            
	
              Section
                3.07

            	
              Maintenance
                of Insurance Policies.

            
	
              Section
                3.08

            	
              Reserved.

            
	
              Section
                3.09

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

            
	
              Section
                3.10

            	
              Servicing
                Compensation.

            
	
              Section
                3.11

            	
              REO
                Property.

            
	
              Section
                3.12

            	
              Liquidation
                Reports.

            
	
              Section
                3.13

            	
              Annual
                Statement as to Compliance.

            
	
              Section
                3.14

            	
              Assessments
                of Compliance and Attestation Reports.

            
	
              Section
                3.15

            	
              Books
                and Records.

            
	
              Section
                3.16

            	
              The
                Trustee.

            
	
              Section
                3.17

            	
              REMIC-Related
                Covenants.

            
	
              Section
                3.18

            	
              Annual
                Sarbanes-Oxley Certification; Additional Information.

            
	
              Section
                3.19

            	
              Release
                of Mortgage Files.

            
	
              Section
                3.20

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

            
	
              Section
                3.21

            	
              Possession
                of Certain Insurance Policies and Documents.

            
	
              Section
                3.22

            	
              [Reserved].

            
	
              Section
                3.23

            	
              UCC.

            
	
              Section
                3.24

            	
              Optional
                Purchase of Defaulted Mortgage Loans.

            
	
              Section
                3.25

            	
              Obligations
                of the Servicer Under Credit Risk Management Agreement.

            
	
              Section
                3.26

            	
              Collection
                of Mortgage Loan Payments; Custodial Account.

            
	
              Section
                3.27

            	
              Permitted
                Withdrawals From the Custodial Account.

            
	
              Section
                3.28

            	
              Reports
                to Master Servicer.

            
	
              Section
                3.29

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

            
	
              Section
                3.30

            	
              Adjustments
                to Mortgage Rate and Scheduled Payment.

            
	
              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 the 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;
                Advance Facility.

            
	
              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

            	
              Monthly
                Statements to Certificateholders.

            
	
              Section
                5.07

            	
              REMIC
                Designations, REMIC I and REMIC II Allocations.

            
	
              Section
                5.08

            	
              Prepayment
                Charges.

            
	
              Section
                5.09

            	
              Class
                P Certificate Account.

            
	
              Section
                5.10

            	
              Basis
                Risk Shortfall Reserve Fund.

            
	
              Section
                5.11

            	
              Supplemental
                Interest Trust.

            
	
              Section
                5.12

            	
              Tax
                Treatment of Swap Payments and Swap Termination
                Payments.

            
	
              Section
                5.13

            	
              Reports
                Filed with Securities and Exchange
                Commission.

            


    

     

    ARTICLE
      VI

    THE
      CERTIFICATES

     

    
      	
              Section
                6.01

            	
              The
                Certificates.

            
	
              Section
                6.02

            	
              Certificate
                Register; Registration of Transfer and Exchange of
                Certificates.

            
	
              Section
                6.03

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            
	
              Section
                6.04

            	
              Persons
                Deemed Owners.

            
	
              Section
                6.05

            	
              Access
                to List of Certificateholders’ Names and Addresses.

            
	
              Section
                6.06

            	
              Book-Entry
                Certificates.

            
	
              Section
                6.07

            	
              Notices
                to Depository.

            
	
              Section
                6.08

            	
              Definitive
                Certificates.

            
	
              Section
                6.09

            	
              Maintenance
                of Office or Agency.

            


    

     

    ARTICLE
      VII

    THE
      DEPOSITOR, THE SERVICER AND THE MASTER SERVICER

     

    
      	
              Section
                7.01

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

            
	
              Section
                7.02

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

            
	
              Section
                7.03

            	
              Indemnification
                of Depositor, the Servicer and Servicing Function
                Participants.

            
	
              Section
                7.04

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

            
	
              Section
                7.05

            	
              Servicer
                Not to Resign.

            
	
              Section
                7.06

            	
              Appointment
                of Special Servicer; Termination of the Servicer.

            
	
              Section
                7.07

            	
              Limitation
                on Resignation of the Master Servicer.

            
	
              Section
                7.08

            	
              Assignment
                of Master Servicing.

            
	
              Section
                7.09

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

            


    

     

    ARTICLE
      VIII

    DEFAULT;
      TERMINATION OF SERVICER AND MASTER SERVICER

     

    
      	
              Section
                8.01

            	
              Events
                of Default.

            
	
              Section
                8.02

            	
              Master
                Servicer 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

            	
              Third
                Party Beneficiaries.

            
	
              Section
                11.11

            	
              Intention
                of the Parties and Interpretation.

            
	
              Section
                11.12

            	
              Early
                Termination of Swap Agreement.

            


    

    


    


    Exhibits

     

    
      	
              Exhibit
                A-1

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

            
	
              Exhibit
                A-2

            	
              Form
                of Class M-[1][2][3][4][5][6][7][8][9] Certificates

            
	
              Exhibit
                A-3 

            	
              Form
                of Class B-[1][2] Certificates

            
	
              Exhibit
                A-4

            	
              Form
                of Class X Certificates

            
	
              Exhibit
                A-5

            	
              Form
                of Class P Certificates

            
	
              Exhibit
                A-6

            	
              Form
                of Class R Certificates

            
	
              Exhibit
                B

            	
              Mortgage
                Loan Schedule

            
	
              Exhibit
                C

            	
              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

            	
              Prepayment
                Charge Schedule

            
	
              Exhibit
                L

            	
              Relevant
                Servicing Criteria

            
	
              Exhibit
                M

            	
              Form
                of Back-up Certification

            
	
              Exhibit
                N

            	
              Reporting
                Responsibility

            
	
              Exhibit
                O

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

            
	
              Exhibit
                P

            	
              Interest
                Rate Swap Agreement

            
	
              Exhibit
                Q

            	
              Form
                of Power of Attorney

            
	
              Exhibit
                X-1

            	
              Form
                of Schedule of Default Loan Data

            
	
              Exhibit
                X-2

            	
              Form
                of Schedule of Realized
                Losses/Gains

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    POOLING
      AND SERVICING AGREEMENT, dated as of April 1, 2006, among NOMURA HOME EQUITY
      LOAN, INC., a Delaware corporation, as depositor (the “Depositor”), NOMURA
      CREDIT & CAPITAL, INC., a Delaware corporation, as seller (in such capacity,
      the “Sponsor”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
      association, as master servicer (the “Master Servicer”) and securities
      administrator (the “Securities Administrator”), OCWEN LOAN SERVICING, LLC, a
      Delaware limited liability company, as servicer (the “Servicer”) 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 Trust Fund (exclusive of the Basis
      Risk Shortfall Reserve Fund and, for the avoidance of doubt, the Supplemental
      Interest Trust and the Swap Agreement) as a REMIC for federal income tax
      purposes, and such segregated pool of assets will be designated as “REMIC I”.
      The Class R-I Interest will represent the sole class of “residual interests” in
      REMIC I for purposes of the REMIC Provisions.

     

    The
      following table irrevocably sets forth the designation, the Uncertificated
      REMIC
      I Pass-Through Rate, the initial Uncertificated Principal Balance, and for
      purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
      “latest possible maturity date” for each of the REMIC I Regular Interests. None
      of the REMIC I Regular Interests will be certificated.

    


    
      	
              Designation

            	
              Uncertificated
                REMIC I

              Pass-Through
                Rate

            	
              Initial
                Certificate

              Principal
                Balance

            	
              Assumed
                Final

              Maturity
                Date(1)

            
	
              I

            	
              (2)

            	
              $

            	
              23,423,087.38

            	
              March
                25, 2036

            
	
              I-1-A

            	
              (2)

            	
              $

            	
              5,795,000.00

            	
              March
                25, 2036

            
	
              I-1-B

            	
              (2)

            	
              $

            	
              5,795,000.00

            	
              March
                25, 2036

            
	
              I-2-A

            	
              (2)

            	
              $

            	
              6,368,500.00

            	
              March
                25, 2036

            
	
              I-2-B

            	
              (2)

            	
              $

            	
              6,368,500.00

            	
              March
                25, 2036

            
	
              I-3-A

            	
              (2)

            	
              $

            	
              6,921,500.00

            	
              March
                25, 2036

            
	
              I-3-B

            	
              (2)

            	
              $

            	
              6,921,500.00

            	
              March
                25, 2036

            
	
              I-4-A

            	
              (2)

            	
              $

            	
              7,452,000.00

            	
              March
                25, 2036

            
	
              I-4-B

            	
              (2)

            	
              $

            	
              7,452,000.00

            	
              March
                25, 2036

            
	
              I-5-A

            	
              (2)

            	
              $

            	
              7,959,000.00

            	
              March
                25, 2036

            
	
              I-5-B

            	
              (2)

            	
              $

            	
              7,959,000.00

            	
              March
                25, 2036

            
	
              I-6-A

            	
              (2)

            	
              $

            	
              8,438,000.00

            	
              March
                25, 2036

            
	
              I-6-B

            	
              (2)

            	
              $

            	
              8,438,000.00

            	
              March
                25, 2036

            
	
              I-7-A

            	
              (2)

            	
              $

            	
              8,868,000.00

            	
              March
                25, 2036

            
	
              I-7-B

            	
              (2)

            	
              $

            	
              8,868,000.00

            	
              March
                25, 2036

            
	
              I-8-A

            	
              (2)

            	
              $

            	
              9,082,500.00

            	
              March
                25, 2036

            
	
              I-8-B

            	
              (2)

            	
              $

            	
              9,082,500.00

            	
              March
                25, 2036

            
	
              I-9-A

            	
              (2)

            	
              $

            	
              8,831,000.00

            	
              March
                25, 2036

            
	
              I-9-B

            	
              (2)

            	
              $

            	
              8,831,000.00

            	
              March
                25, 2036

            
	
              I-10-A

            	
              (2)

            	
              $

            	
              8,579,500.00

            	
              March
                25, 2036

            
	
              I-10-B

            	
              (2)

            	
              $

            	
              8,579,500.00

            	
              March
                25, 2036

            
	
              I-11-A

            	
              (2)

            	
              $

            	
              8,335,500.00

            	
              March
                25, 2036

            
	
              I-11-B

            	
              (2)

            	
              $

            	
              8,335,500.00

            	
              March
                25, 2036

            
	
              I-12-A

            	
              (2)

            	
              $

            	
              8,097,500.00

            	
              March
                25, 2036

            
	
              I-12-B

            	
              (2)

            	
              $

            	
              8,097,500.00

            	
              March
                25, 2036

            
	
              I-13-A

            	
              (2)

            	
              $

            	
              7,867,500.00

            	
              March
                25, 2036

            
	
              I-13-B

            	
              (2)

            	
              $

            	
              7,867,500.00

            	
              March
                25, 2036

            
	
              I-14-A

            	
              (2)

            	
              $

            	
              7,643,500.00

            	
              March
                25, 2036

            
	
              I-14-B

            	
              (2)

            	
              $

            	
              7,643,500.00

            	
              March
                25, 2036

            
	
              I-15-A

            	
              (2)

            	
              $

            	
              7,425,500.00

            	
              March
                25, 2036

            
	
              I-15-B

            	
              (2)

            	
              $

            	
              7,425,500.00

            	
              March
                25, 2036

            
	
              I-16-A

            	
              (2)

            	
              $

            	
              7,214,500.00

            	
              March
                25, 2036

            
	
              I-16-B

            	
              (2)

            	
              $

            	
              7,214,500.00

            	
              March
                25, 2036

            
	
              I-17-A

            	
              (2)

            	
              $

            	
              7,009,000.00

            	
              March
                25, 2036

            
	
              I-17-B

            	
              (2)

            	
              $

            	
              7,009,000.00

            	
              March
                25, 2036

            
	
              I-18-A

            	
              (2)

            	
              $

            	
              6,926,500.00

            	
              March
                25, 2036

            
	
              I-18-B

            	
              (2)

            	
              $

            	
              6,926,500.00

            	
              March
                25, 2036

            
	
              I-19-A

            	
              (2)

            	
              $

            	
              8,867,500.00

            	
              March
                25, 2036

            
	
              I-19-B

            	
              (2)

            	
              $

            	
              8,867,500.00

            	
              March
                25, 2036

            
	
              I-20-A

            	
              (2)

            	
              $

            	
              12,182,000.00

            	
              March
                25, 2036

            
	
              I-20-B

            	
              (2)

            	
              $

            	
              12,182,000.00

            	
              March
                25, 2036

            
	
              I-21-A

            	
              (2)

            	
              $

            	
              11,436,000.00

            	
              March
                25, 2036

            
	
              I-21-B

            	
              (2)

            	
              $

            	
              11,436,000.00

            	
              March
                25, 2036

            
	
              I-22-A

            	
              (2)

            	
              $

            	
              10,752,000.00

            	
              March
                25, 2036

            
	
              I-22-B

            	
              (2)

            	
              $

            	
              10,752,000.00

            	
              March
                25, 2036

            
	
              I-23-A

            	
              (2)

            	
              $

            	
              10,042,000.00

            	
              March
                25, 2036

            
	
              I-23-B

            	
              (2)

            	
              $

            	
              10,042,000.00

            	
              March
                25, 2036

            
	
              I-24-A

            	
              (2)

            	
              $

            	
              8,172,000.00

            	
              March
                25, 2036

            
	
              I-24-B

            	
              (2)

            	
              $

            	
              8,172,000.00

            	
              March
                25, 2036

            
	
              I-25-A

            	
              (2)

            	
              $

            	
              5,538,000.00

            	
              March
                25, 2036

            
	
              I-25-B

            	
              (2)

            	
              $

            	
              5,538,000.00

            	
              March
                25, 2036

            
	
              I-26-A

            	
              (2)

            	
              $

            	
              5,347,000.00

            	
              March
                25, 2036

            
	
              I-26-B

            	
              (2)

            	
              $

            	
              5,347,000.00

            	
              March
                25, 2036

            
	
              I-27-A

            	
              (2)

            	
              $

            	
              5,168,000.00

            	
              March
                25, 2036

            
	
              I-27-B

            	
              (2)

            	
              $

            	
              5,168,000.00

            	
              March
                25, 2036

            
	
              I-28-A

            	
              (2)

            	
              $

            	
              4,998,000.00

            	
              March
                25, 2036

            
	
              I-28-B

            	
              (2)

            	
              $

            	
              4,998,000.00

            	
              March
                25, 2036

            
	
              I-29-A

            	
              (2)

            	
              $

            	
              4,834,000.00

            	
              March
                25, 2036

            
	
              I-29-B

            	
              (2)

            	
              $

            	
              4,834,000.00

            	
              March
                25, 2036

            
	
              I-30-A

            	
              (2)

            	
              $

            	
              4,675,000.00

            	
              March
                25, 2036

            
	
              I-30-B

            	
              (2)

            	
              $

            	
              4,675,000.00

            	
              March
                25, 2036

            
	
              I-31-A

            	
              (2)

            	
              $

            	
              4,521,500.00

            	
              March
                25, 2036

            
	
              I-31-B

            	
              (2)

            	
              $

            	
              4,521,500.00

            	
              March
                25, 2036

            
	
              I-32-A

            	
              (2)

            	
              $

            	
              4,373,000.00

            	
              March
                25, 2036

            
	
              I-32-B

            	
              (2)

            	
              $

            	
              4,373,000.00

            	
              March
                25, 2036

            
	
              I-33-A

            	
              (2)

            	
              $

            	
              4,227,500.00

            	
              March
                25, 2036

            
	
              I-33-B

            	
              (2)

            	
              $

            	
              4,227,500.00

            	
              March
                25, 2036

            
	
              I-34-A

            	
              (2)

            	
              $

            	
              4,089,500.00

            	
              March
                25, 2036

            
	
              I-34-B

            	
              (2)

            	
              $

            	
              4,089,500.00

            	
              March
                25, 2036

            
	
              I-35-A

            	
              (2)

            	
              $

            	
              3,955,500.00

            	
              March
                25, 2036

            
	
              I-35-B

            	
              (2)

            	
              $

            	
              3,955,500.00

            	
              March
                25, 2036

            
	
              I-36-A

            	
              (2)

            	
              $

            	
              107,996,000.00

            	
              March
                25, 2036

            
	
              I-36-B

            	
              (2)

            	
              $

            	
              107,996,000.00

            	
              March
                25, 2036

            
	
              P

            	
              (3)

            	
              $

            	
              100.00

            	
              March
                25, 2036

            


    

    ___________________

    
      	
              (1)

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

            
	
              (2)

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

            
	
              (3)

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

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      II

     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the REMIC I Regular Interest) for
      federal income tax purposes, and such segregated pool of assets will be
      designated as “REMIC II.” The R-II 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 designation, the Uncertificated
      REMIC
      II Pass-Through Rate, the Initial Uncertificated Principal Balance, and for
      purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC II Regular Interests. None
      of the REMIC II Regular Interests will be certificated.

     

    

      
        	
                Designation

              	 	
                Initial
                  Uncertificated

                Principal
                  Balance

              	 	
                Uncertificated

                REMIC
                  II

                Pass-Through
                  Rate

              	 	
                Assumed
                  Final Distribution Date(1)

              
	
                LT-AA

              	 	
                $

              	
                728,533,065.63

              	 	
                (2)

              	 	
                March
                  25, 2036

              
	
                LT-A1

              	 	
                $

              	
                3,612,100.00

              	 	
                (2)

              	 	
                March
                  25, 2036

              
	
                LT-A2

              	 	
                $

              	
                608,380.00

              	 	
                (2)

              	 	
                March
                  25, 2036

              
	
                LT-A3

              	 	
                $

              	
                1,030,620.00

              	 	
                (2)

              	 	
                March
                  25, 2036

              
	
                LT-A4

              	 	
                $

              	
                350,420.00

              	 	
                (2)

              	 	
                March
                  25, 2036

              
	
                LT-M1

              	 	
                $

              	
                301,070.00

              	 	
                (2)

              	 	
                March
                  25, 2036

              
	
                LT-M2

              	 	
                $

              	
                275,050.00

              	 	
                (2)

              	 	
                March
                  25, 2036

              
	
                LT-M3

              	 	
                $

              	
                170,980.00

              	 	
                (2)

              	 	
                March
                  25, 2036

              
	
                LT-M4

              	 	
                $

              	
                133,810.00

              	 	
                (2)

              	 	
                March
                  25, 2036

              
	
                LT-M5

              	 	
                $

              	
                141,240.00

              	 	
                (2)

              	 	
                March
                  25, 2036

              
	
                LT-M6

              	 	
                $

              	
                118,940.00

              	 	
                (2)

              	 	
                March
                  25, 2036

              
	
                LT-M7

              	 	
                $

              	
                115,220.00

              	 	
                (2)

              	 	
                March
                  25, 2036

              
	
                LT-M8

              	 	
                $

              	
                107,790.00

              	 	
                (2)

              	 	
                March
                  25, 2036

              
	
                LT-M9

              	 	
                $

              	
                78,050.00

              	 	
                (2)

              	 	
                March
                  25, 2036

              
	
                LT-B1

              	 	
                $

              	
                81,770.00

              	 	
                (2)

              	 	
                March
                  25, 2036

              
	
                LT-B2

              	 	
                $

              	
                74,340.00

              	 	
                (2)

              	 	
                March
                  25, 2036

              
	
                LT-ZZ

              	 	
                $

              	
                7,668,241.75

              	 	
                (2)

              	 	
                March
                  25, 2036

              
	
                LT-IO

              	 	 	
                (4)

              	 	
                (2)

              	 	
                March
                  25, 2036

              
	
                LT-P

              	 	
                $

              	
                100.00

              	 	
                (3)

              	 	
                March
                  25, 2036

              


      

    

     

     ___________________

    
      	
              (1)

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

            
	
              (2)

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

            
	
              (3)

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

            
	
              (4)

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

            


    

    


    REMIC
      III

     

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

    

      
        	
                Class
                  Designation

              	 	
                Initial
                  Certificate

                Principal
                  Balance

              	 	
                Pass-Through
                  Rate

              	 	
                Assumed
                  Final Distribution Date(1)

              
	
                Class
                  A-1

              	 	
                $

              	
                361,210,000.00

              	 	
                Class
                  A-1 Pass Through Rate

              	 	
                March
                  25, 2036

              
	
                Class
                  A-2

              	 	
                $

              	
                60,838,000.00

              	 	
                Class
                  A-2 Pass Through Rate

              	 	
                March
                  25, 2036

              
	
                Class
                  A-3

              	 	
                $

              	
                103,062,000.00

              	 	
                Class
                  A-3 Pass Through Rate

              	 	
                March
                  25, 2036

              
	
                Class
                  A-4

              	 	
                $

              	
                35,042,000.00

              	 	
                Class
                  A-4 Pass Through Rate

              	 	
                March
                  25, 2036

              
	
                Class
                  M-1

              	 	
                $

              	
                30,107,000.00

              	 	
                Class
                  M-1 Pass Through Rate

              	 	
                March
                  25, 2036

              
	
                Class
                  M-2

              	 	
                $

              	
                27,505,000.00

              	 	
                Class
                  M-2 Pass Through Rate

              	 	
                March
                  25, 2036

              
	
                Class
                  M-3

              	 	
                $

              	
                17,098,000.00

              	 	
                Class
                  M-3 Pass Through Rate

              	 	
                March
                  25, 2036

              
	
                Class
                  M-4

              	 	
                $

              	
                13,381,000.00

              	 	
                Class
                  M-4 Pass Through Rate

              	 	
                March
                  25, 2036

              
	
                Class
                  M-5

              	 	
                $

              	
                14,124,000.00

              	 	
                Class
                  M-5 Pass Through Rate

              	 	
                March
                  25, 2036

              
	
                Class
                  M-6

              	 	
                $

              	
                11,894,000.00

              	 	
                Class
                  M-6 Pass Through Rate

              	 	
                March
                  25, 2036

              
	
                Class
                  M-7

              	 	
                $

              	
                11,522,000.00

              	 	
                Class
                  M-7 Pass-Through Rate

              	 	
                March
                  25, 2036

              
	
                Class
                  M-8

              	 	
                $

              	
                10,779,000.00

              	 	
                Class
                  M-8 Pass Through Rate

              	 	
                March
                  25, 2036

              
	
                Class
                  M-9

              	 	
                $

              	
                7,805,000.00

              	 	
                Class
                  M-9 Pass Through Rate

              	 	
                March
                  25, 2036

              
	
                Class
                  B-1

              	 	
                $

              	
                8,177,000.00

              	 	
                Class
                  B-1 Pass Through Rate

              	 	
                March
                  25, 2036

              
	
                Class
                  B-2

              	 	
                $

              	
                7,434,000.00

              	 	
                Class
                  B-2 Pass Through Rate

              	 	
                March
                  25, 2036

              
	
                Class
                  X(2)

              	 	
                $

              	
                23,423,087.38

              	 	
                Class
                  X Pass Through Rate

              	 	
                March
                  25, 2036

              
	
                Class
                  P

              	 	
                $

              	
                100.00

              	 	
                N/A(3)

              	 	
                March
                  25, 2036

              
	
                Class
                  IO Interest

              	 	 	
                (4)

              	 	
                (5)

              	 	
                March
                  25, 2036

              


      

    

     

    ___________________

    
      	
              (1)

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

            
	
              (3)

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

            
	
              (4)

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

            
	
              (5)

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

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    In
      consideration of the mutual agreements herein contained, the Depositor, the
      Servicer, 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, as applicable, either (x) 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 (except in its capacity as successor
      to
      the Servicer), or (y) as provided in Section 3.01 hereof, but in no event
      below the standard set forth in clause (x).

     

    Accepted
      Servicing Practices:
      As
      defined in Section 3.01.

     

    Account:
      Either
      the Distribution Account or the Custodial Account.

     

    Accrual
      Period:
      With
      respect to the Senior Certificates, the Subordinate Certificates and the Class
      X
      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 Senior Certificates
      and
      Subordinate Certificates will be based on a 360-day year and the actual number
      of days elapsed in the related Accrual Period. All calculations of interest
      on
      the Class X Certificates, REMIC I Regular Interests and REMIC II Regular
      Interests will be based on a 360-day year consisting of twelve 30-day
      months.

     

    Additional
      Form 10-D Disclosure:
      Has the
      meaning set forth in Section 5.13(a) of this Agreement.

     

    Additional
      Form 10-K Disclosure:
      Has the
      meaning set forth in Section 5.13(d) of this Agreement.

     

    Additional
      Servicer:
      Shall
      mean each affiliate of each Servicer that Services any of the Mortgage Loans
      and
      each Person who is not an affiliate of any Servicer, who services 10% or more
      of
      the Mortgage Loans. For clarification purposes, the Master Servicer and the
      Securities Administrator are Additional Servicers.

     

    Adjustment
      Date:
      With
      respect to each adjustable rate Mortgage Loan, the first day of the month in
      which the Mortgage Rate of such Mortgage Loan changes pursuant to the related
      Mortgage Note. The first Adjustment Date following the Cut-Off Date as to each
      adjustable rate Mortgage Loan is set forth in the Loan Schedule.

     

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

     

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

     

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

     

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

     

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

     

    Affected
      Party:
      As
      defined in the Swap Agreement.

     

    Aggregate
      Loan Balance:
      With
      respect to the Mortgage Loans and 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.

     

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

     

    Applied
      Loss Amount:
      With
      respect to the Publicly Offered Certificates and the Class B Certificates and
      any Distribution Date, the excess of the aggregate Certificate Principal Balance
      of the Publicly Offered Certificates and the Class B Certificates over the
      Aggregate Loan Balance of the Mortgage Loans after giving effect to all Realized
      Losses incurred with respect to the Mortgage Loans during the related Due Period
      and payments of principal to the Publicly Offered Certificates and Class B
      Certificates on such Distribution Date.

     

    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.

     

    Assumed
      Final Distribution Date:
      The
      Distribution Date in March 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 Remittance Amount, exclusive
      of
      amounts pursuant to Section 5.04.

     

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

     

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

     

    Bankruptcy
      Code:
      Title
      11 of the United States Code.

     

    Basis
      Risk Shortfall Reserve Fund:
      The
      segregated non-interest bearing trust account created and maintained by the
      Securities Administrator pursuant to Section 5.10 hereof.

     

    Basis
      Risk Shortfall:
      With
      respect to any Class of Senior Certificates or Subordinate Certificates and
      any
      Distribution Date, the sum of (i) the excess, if any, of the related Current
      Interest (calculated without regard to the Net Funds Cap) over the related
      Current Interest (as it may have been limited by the Net Funds Cap) for the
      applicable Distribution Date; (ii) any amount described in clause (i) remaining
      unpaid from prior Distribution Dates; and (iii) interest on the amount in clause
      (ii) for the related Accrual Period calculated on the basis of the lesser of
      (x)
      One Month LIBOR plus the applicable Certificate Margin and (y) the applicable
      Maximum Interest Rate.

     

    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 Senior Certificates
      and Subordinate 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 State of Florida, the city in which any
      Corporate Trust Office of the Securities Administrator 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.

     

    Carryforward
      Interest:
      With
      respect to any Class of Publicly Offered Certificates and any Class of Class
      B
      Certificates and any Distribution Date, the sum of (i) the amount, if any,
      by
      which (x) the sum of (A) Current Interest for that Class of Certificates for
      the
      immediately preceding Distribution Date and (B) any unpaid Carryforward Interest
      for such Class from previous Distribution Dates exceeds (y) the actual amount
      distributed on such Class in respect of interest on the immediately preceding
      Distribution Date and (ii) interest on such amount for the related Accrual
      Period at the applicable Pass-Through Rate.

     

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

     

    Certificate
      Margin:
      With
      respect to each Distribution Date on or prior to the first possible Optional
      Termination Date with respect to the Mortgage Loans, the Certificate Margins
      for
      the Class A-1, Class A-2, Class A-3, Class A-4, Class M-1, Class M-2, Class
      M-3,
      Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B-1
      and
      Class B-2 Certificates are 0.06%, 0.12%, 0.17%, 0.27%, 0.33%, 0.34%, 0.35%,
      0.42%, 0.45%, 0.53%, 1.05%, 1.15%, 2.05%, 2.50%, and 2.50%, respectively. With
      respect to each Distribution Date following the first possible optional
      termination date with respect to the Mortgage Loans, the Certificate Margins
      for
      the Class A-1, Class A-2, Class A-3, Class A-4, Class M-1, Class M-2, Class
      M-3,
      Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B-1
      and
      Class B-2 Certificates are 0.120%, 0.240%, 0.340%, 0.540%, 0.495%, 0.510%,
      0.525%, 0.630%, 0.675%, 0.795%, 1.575%, 1.725%, 3.075%, 3.750%, and 3.750%,
      respectively.

     

    Certificate
      Notional Balance:
      With
      respect to the Class X Certificates and any Distribution Date, the
      Uncertificated Principal Balance of the REMIC II Regular Interests (other than
      REMIC II 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
      $743,401,087.38.

     

    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 Publicly Offered Certificate, Class B Certificate or Class P 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 pursuant to Section 5.05(f) less (i) the sum of (a) 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 (b) with respect to any Class of Subordinate 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,
      plus (ii) with respect to the Subordinate Certificates, any Subsequent
      Recoveries added to the Certificate Principal Balance of any such Certificate
      pursuant to Section 5.05(d), in each case up to the amount of Applied Loss
      Amounts but only to the extent that any such Applied Loss Amount has not been
      paid to any Class of Certificates as a Deferred Amount. With respect to the
      Class X Certificates and any date of determination, the excess, if any, of
      (i)
      the then Aggregate Loan Balance over (ii) the then aggregate Certificate
      Principal Balance of the Publicly Offered Certificates and the Class B
      Certificates. References herein to the Certificate Principal Balance of a Class
      of Certificates shall mean the Certificate Principal Balances of all
      Certificates in such Class. 

     

    Certificate
      Register:
      The
      register maintained pursuant to Section 6.02.

     

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

     

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

     

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

     

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

     

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

     

    Class
      A-1 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date, 0.060% or (B) after the first
      possible Optional Termination Date, 0.12% and (ii) the Net Funds
      Cap.

     

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

     

    Class
      A-2 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date, 0.120% or (B) after the first
      possible Optional Termination Date, 0.240% and (ii) the Net Funds
      Cap.

     

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

     

    Class
      A-3 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date, 0.170% or (B) after the first
      possible Optional Termination Date, 0.340% and (ii) the Net Funds
      Cap.

     

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

     

    Class
      A-4 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date, 0.270% or (B) after the first
      possible Optional Termination Date, 0.540% and (ii) the Net Funds
      Cap.

     

    Class
      B Certificates:
      The
      Class B-1 Certificates and Class B-2 Certificates.

     

    Class
      B-1 Certificate:
      Any
      Certificate designated as a “Class B-1 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 B-1 Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Basis Risk Shortfall and (iii) the obligation to pay any Class
      IO
      Distribution Amount.

     

    Class
      B-1 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date, 2.500% or (B) after the first
      possible Optional Termination Date, 3.750% and (ii) the Net Funds
      Cap.

     

    Class
      B-1 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, will
      be
      the amount, if any, by which (x) the sum of (i) the Certificate Principal
      Balances of the Senior Certificates and the Mezzanine Certificates, in each
      case, after giving effect to payments on such Distribution Date and (ii) the
      Certificate Principal Balance of the Class B-1 Certificates immediately prior
      to
      such Distribution Date exceeds (y) the lesser of (A) the product of (i) 91.70%
      and (ii) the Aggregate Loan Balance for such Distribution Date and (B) the
      amount, if any, by which (i) the Aggregate Loan Balance for such Distribution
      Date exceeds (ii) 0.50% of the Aggregate Loan Balance as of the Cut-off
      Date.

     

    Class
      B-2 Certificate:
      Any
      Certificate designated as a “Class B-2 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 B-2 Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Basis Risk Shortfall and (iii) the obligation to pay any Class
      IO
      Distribution Amount.

     

    Class
      B-2 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date, 2.500% or (B) after the first
      possible Optional Termination Date, 3.750% and (ii) the Net Funds
      Cap.

     

    Class
      B-2 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, will
      be
      the amount, if any, by which (x) the sum of (i) the Certificate Principal
      Balances of the Senior Certificates, the Mezzanine Certificates and the Class
      B-1 Certificates, in each case, after giving effect to payments on such
      Distribution Date and (ii) the Certificate Principal Balance of the Class B-2
      Certificates immediately prior to such Distribution Date exceeds (y) the lesser
      of (A) the product of (i) 93.70% and (ii) the Aggregate Loan Balance for such
      Distribution Date and (B) the amount, if any, by which (i) the Aggregate Loan
      Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan
      Balance as of the Cut-off Date.

     

    Class
      IO Distribution Amount:
      As defined in Section 5.11 hereof. For
      purposes of clarity, the Class IO Distribution Amount for any Distribution
      Date
      shall equal the amount payable to the Supplemental Interest Trust on such
      Distribution Date in excess of the amount payable on the Class IO Interest
      on
      such Distribution Date, all as further provided in Section 5.11
      hereof.

     

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

     

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

     

    Class
      M-1 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date, 0.330% or (B) after the first
      possible Optional Termination Date, 0.495% and (ii) the Net Funds
      Cap.

     

    Class
      M-1 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior Certificates, in each case, after giving effect to payments on
      such Distribution Date and (ii) the Certificate Principal Balance of the Class
      M-1 Certificates immediately prior to such Distribution Date exceeds (y) the
      lesser of (A) the product of (i) 58.80% and (ii) the Aggregate Loan Balance
      for
      such Distribution Date and (B) the amount, if any, by which (i) the Aggregate
      Loan Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate
      Loan
      Balance as of the Cut-off Date.

     

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

     

    Class
      M-2 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date, 0.340% or (B) after the first
      possible Optional Termination Date, 0.510% and (ii) the Net Funds
      Cap.

     

    Class
      M-2 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior Certificates and the Class M-1 Certificates, in each case, after
      giving effect to payments on such Distribution Date and (ii) the Certificate
      Principal Balance of the Class M-2 Certificates immediately prior to such
      Distribution Date exceeds (y) the lesser of (A) the product of (i) 66.20% and
      (ii) the Aggregate Loan Balance for such Distribution Date and (B) the amount,
      if any, by which (i) the Aggregate Loan Balance for such Distribution Date
      exceeds (ii) 0.50% of the Aggregate Loan Balance as of the Cut-off
      Date.

     

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

     

    Class
      M-3 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date, 0.350% or (B) after the first
      possible Optional Termination Date, 0.525% and (ii) the Net Funds
      Cap.

     

    Class
      M-3 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior, Class M-1 Certificates and Class M-2 Certificates, in each case,
      after giving effect to payments on such Distribution Date and (ii) the
      Certificate Principal Balance of the Class M-3 Certificates immediately prior
      to
      such Distribution Date exceeds (y) the lesser of (A) the product of (i) 70.80%
      and (ii) the Aggregate Loan Balance for such Distribution Date and (B) the
      amount, if any, by which (i) the Aggregate Loan Balance for such Distribution
      Date exceeds (ii) 0.50% of the Aggregate Loan Balance as of the Cut-off
      Date.

     

    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 (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Basis Risk Shortfall and (iii) the obligation to pay any Class
      IO
      Distribution Amount.

     

    Class
      M-4 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date, 0.420% or (B) after the first
      possible Optional Termination Date, 0.630% and (ii) the Net Funds
      Cap.

     

    Class
      M-4 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior, Class M-1, Class M-2 and Class M-3 Certificates, in each case,
      after giving effect to payments on such Distribution Date and (ii) the
      Certificate Principal Balance of the Class M-4 Certificates immediately prior
      to
      such Distribution Date exceeds (y) the lesser of (A) the product of (i) 74.40%
      and (ii) the Aggregate Loan Balance for such Distribution Date and (B) the
      amount, if any, by which (i) the Aggregate Loan Balance for such Distribution
      Date exceeds (ii) 0.50% of the Aggregate Loan Balance as of the Cut-off
      Date.

     

    Class
      M-5 Certificate:
      Any
      Certificate designated as a “Class M-5 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-5 Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Basis Risk Shortfall and (iii) the obligation to pay any Class
      IO
      Distribution Amount.

     

    Class
      M-5 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date, 0.450% or (B) after the first
      possible Optional Termination Date, 0.675% and (ii) the Net Funds
      Cap.

     

    Class
      M-5 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior, Class M-1, Class M-2, Class M-3 and Class M-4 Certificates,
      in
      each case, after giving effect to payments on such Distribution Date and (ii)
      the Certificate Principal Balance of the Class M-5 Certificates immediately
      prior to such Distribution Date exceeds (y) the lesser of (A) the product of
      (i)
      78.20% and (ii) the Aggregate Loan Balance for such Distribution Date and (B)
      the amount, if any, by which (i) the Aggregate Loan Balance for such
      Distribution Date exceeds (ii) 0.50% of the Aggregate Loan Balance as of the
      Cut-off Date.

     

    Class
      M-6 Certificate:
      Any
      Certificate designated as a “Class M-6 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-6 Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Basis Risk Shortfall and (iii) the obligation to pay any Class
      IO
      Distribution Amount.

     

    Class
      M-6 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date, 0.530% or (B) after the first
      possible Optional Termination Date, 0.795% and (ii) the Net Funds
      Cap.

     

    Class
      M-6 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior, Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5
      Certificates, in each case, after giving effect to payments on such Distribution
      Date and (ii) the Certificate Principal Balance of the Class M-6 Certificates
      immediately prior to such Distribution Date exceeds (y) the lesser of (A) the
      product of (i) 81.40% and (ii) the Aggregate Loan Balance for such Distribution
      Date and (B) the amount, if any, by which (i) the Aggregate Loan Balance for
      such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan Balance as
      of
      the Cut-off Date.

     

    Class
      M-7 Certificate:
      Any
      Certificate designated as a “Class M-7 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-7 Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Basis Risk Shortfall and (iii) the obligation to pay any Class
      IO
      Distribution Amount.

     

    Class
      M-7 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date, 1.0500% or (B) after the first
      possible Optional Termination Date, 1.575% and (ii) the Net Funds
      Cap.

     

    Class
      M-7 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class
      M-6 Certificates, in each case, after giving effect to payments on such
      Distribution Date and (ii) the Certificate Principal Balance of the Class M-7
      Certificates immediately prior to such Distribution Date exceeds (y) the lesser
      of (A) the product of (i) 84.50% and (ii) the Aggregate Loan Balance for such
      Distribution Date and (B) the amount, if any, by which (i) the Aggregate Loan
      Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan
      Balance as of the Cut-off Date.

     

    Class
      M-8 Certificate:
      Any
      Certificate designated as a “Class M-8 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-8 Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Basis Risk Shortfall and (iii) the obligation to pay any Class
      IO
      Distribution Amount.

     

    Class
      M-8 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date, 1.150% or (B) after the first
      possible Optional Termination Date, 1.725% and (ii) the Net Funds
      Cap.

     

    Class
      M-8 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
      M-6
      and Class M-7 Certificates, in each case, after giving effect to payments on
      such Distribution Date and (ii) the Certificate Principal Balance of the Class
      M-8 Certificates immediately prior to such Distribution Date exceeds (y) the
      lesser of (A) the product of (i) 87.40% and (ii) the Aggregate Loan Balance
      for
      such Distribution Date and (B) the amount, if any, by which (i) the Aggregate
      Loan Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate
      Loan
      Balance as of the Cut-off Date.

     

    Class
      M-9 Certificate:
      Any
      Certificate designated as a “Class M-9 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-9 Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Basis Risk Shortfall and (iii) the obligation to pay any Class
      IO
      Distribution Amount.

     

    Class
      M-9 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date, 2.050% or (B) after the first
      possible Optional Termination Date, 3.075% and (ii) the Net Funds
      Cap.

     

    Class
      M-9 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
      M-6,
      Class M-7 and Class M-8 Certificates, in each case, after giving effect to
      payments on such Distribution Date and (ii) the Certificate Principal Balance
      of
      the Class M-9 Certificates immediately prior to such Distribution Date exceeds
      (y) the lesser of (A) the product of (i) 89.50% and (ii) the Aggregate Loan
      Balance for such Distribution Date and (B) the amount, if any, by which (i)
      the
      Aggregate Loan Balance for such Distribution Date exceeds (ii) 0.50% of the
      Aggregate Loan Balance as of the Cut-off Date.

     

    Class
      P Certificate:
      Any
      Certificate designated as a “Class P 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 P Certificates as set forth herein and
      evidencing (i)
      a
      REMIC Regular Interest in REMIC III, (ii) the right to receive the related
      Basis
      Risk Shortfall and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    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 as a “Class R” Certificate on the face thereof in the
      form of Exhibit A-6 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class R Certificates as set forth herein and
      evidencing the Class R-I Interest, Class R-II Interest and Class R-III
      Interest.

     

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

     

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

     

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

     

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

     

    Class
      X Distribution Amount:
      With
      respect to any Distribution Date and the Class X Certificates, the sum of (i)
      the Current Interest and Carryforward Interest and (ii) any
      Overcollateralization Release Amount for such Distribution Date remaining after
      payments pursuant to items 1 through 25 of Section 5.04(iii); provided,
      however that on and after the Distribution Date on which the Certificate
      Principal Balances of the Publicly Offered Certificates and the Class B
      Certificates have 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 (Q) below, and the denominator of which is the aggregate
      of the Uncertificated Principal Balances of REMIC II Regular Interest LT-AA,
      REMIC II Regular Interest LT-A1, REMIC II Regular Interest LT-A2, REMIC II
      Regular Interest LT-A3, REMIC II Regular Interest LT-A4, REMIC II Regular
      Interest LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular Interest
      LT-M3, REMIC II Regular Interest LT-M4, REMIC II Regular Interest LT-M5, REMIC
      II Regular Interest LT-M6, REMIC II Regular Interest LT-M7, REMIC II Regular
      Interest LT-M8, REMIC II Regular Interest LT-M9, REMIC II Regular Interest
      LT-B1, REMIC II Regular Interest LT-B2 and REMIC II Regular Interest LT-ZZ.
      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 II Pass-Through Rate for REMIC II Regular Interest LT-AA
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-AA;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (J)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M5
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-M5; and

     

    (K)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M6
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-M6;

     

    (L)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M7
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-M7;

     

    (M)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M8
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-M8;

     

    (N)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M9
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-M9;

     

    (O)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-B1
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-B1;

     

    (P)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-B2
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-B2; and

     

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

     

    Cleanup
      Call:
      As
      defined in Section 10.01.

     

    Closing
      Date:
      April
      28, 2006.

     

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

     

    Combined
      Loan-to-Value Ratio:
      With
      respect to any Mortgage Loan as of any Determination Date, the ratio on such
      Determination Date of the Stated Principal Balance of the Mortgage Loan and
      any
      other mortgage loan which is secured by a lien on the related Mortgaged Property
      to the Appraised Value of the Mortgaged Property.

     

    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 or the Master Servicer to offset a Prepayment Interest
      Shortfall on a Mortgage Loan in accordance with this Agreement; 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
      on such Distribution Date 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.

     

    Corporate
      Trust Office:
      The
      principal corporate trust office of the Trustee which office at the date of
      the
      execution of this instrument is located at 452 Fifth Avenue, New York, New
      York
      10018, Attention: Nomura Home Equity Loan, Inc., 2006-HE2 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. The office of the Securities Administrator,
      which for purposes of Certificate transfers and surrender is located at Wells
      Fargo Bank, N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota
      55479, Attention: Corporate Trust Services - Client Manager (NHEL 2006-HE2),
      and
      for all other purposes is located at Wells Fargo Bank, N.A., P.O. Box 98,
      Columbia, Maryland 21046, Attention: Corporate Trust Services - Client Manager
      (NHEL 2006-HE2) (or for overnight deliveries, at 9062 Old Annapolis Road,
      Columbia, Maryland 21045, Attention: Corporate Trust Services - Client Manager
      (NHEL 2006-HE2)).

     

    Corresponding
      Certificate:
      With
      respect to:

     

    
      	
              (i)

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

            
	
              (ii)

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

            
	
              (iii)

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

            
	
              (iv)

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

            
	
              (v)

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

            
	
              (vi)

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

            
	
              (vii)

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

            
	
              (viii)

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

            
	
              (ix)

            	
              REMIC
                II Regular Interest LT-M5, the Class M-5 Certificates;

            
	
              (x)

            	
              REMIC
                II Regular Interest LT-M6, the Class M-6 Certificates;

            
	
              (xi)

            	
              REMIC
                II Regular Interest LT-M7, the Class M-7 Certificates;

            
	
              (xii)

            	
              REMIC
                II Regular Interest LT-M8, the Class M-8 Certificates;

            
	
              (xiii)

            	
              REMIC
                II Regular Interest LT-M9, the Class M-9 Certificates;

            
	
              (xiv)

            	
              REMIC
                II Regular Interest LT-B1, the Class B-1 Certificates;

            
	
              (xv)

            	
              REMIC
                II Regular Interest LT-B2, the Class B-2 Certificates;

            
	
              (xvi)

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

            


    

    


    Credit
      Risk Management Agreement:
      Each of
      the agreements between the Credit Risk Manager and the Servicer and/or Master
      Servicer, dated as of April 28, 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, a New York limited liability company,
      and
      its successors and assigns..

     

    Current
      Interest:
      With
      respect to any Class of Publicly Offered Certificates and Class B Certificates
      and any Distribution Date, the amount of interest accruing at the applicable
      Pass-Through Rate on the related Certificate Principal Balance during the
      related Accrual Period; provided, that as to each Class of Publicly Offered
      Certificates and Class B Certificates, the Current Interest will be reduced
      by a
      pro rata portion of any Net Interest Shortfalls to the extent not covered by
      excess interest. No Current Interest will be payable with respect to any Class
      of Publicly Offered Certificates or Class B Certificate after the Distribution
      Date on which the outstanding Certificate Principal Balance of such Certificate
      has been reduced to zero.

     

    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
      Section 3.26(b).

     

    Custodial
      Agreement:
      The
      Custodial Agreement dated as of April 1, 2006 among Wells Fargo, in its capacity
      as Custodian, the Servicer and the Trustee.

     

    Custodian:
      Wells
      Fargo Bank, N.A.

     

    Cut-off
      Date:
      April
      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.

     

    DBRS:
      Dominion Bond Rating Service.

     

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

     

    Defaulting
      Party:
      As
      defined in the Swap Agreement.

     

    Deferred
      Amount:
      With
      respect to any Class of Subordinate Certificates and any Distribution Date,
      the
      amount by which (x) the aggregate of the Applied Loss Amounts previously applied
      in reduction of the Certificate Principal Balance thereof exceeds (y) the
      aggregate of amounts previously paid in reimbursement thereof and the amount
      by
      which the Certificate Principal Balance of any such Class has been increased
      due
      to the collection of Subsequent Recoveries.

     

    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.

     

    Delinquency
      Rate:
      With
      respect to the Mortgage Loans and any calendar month will be, generally, the
      fraction, expressed as a percentage, the numerator of which is the Aggregate
      Loan Balance of all Mortgage Loans sixty (60) or more days delinquent (including
      all Mortgage Loans in bankruptcy or foreclosure and all REO Properties) as
      of
      the close of business on the last day of such month, and the denominator of
      which is the Aggregate Loan Balance of all Mortgage Loans as of the close of
      the
      last day of the related Due Period.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Distribution
      Account:
      The
      separate Eligible Account created and maintained by the Securities Administrator
      pursuant to Section 3.31 in the name of the Trustee for the benefit of the
      Certificateholders and designated “HSBC Bank USA, National Association, in trust
      for registered holders of Nomura Home Equity Loan, Inc., Asset-Backed
      Certificates, Series 2006-HE2”. 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 (25th)
      day is
      not a Business Day, the next succeeding Business Day, commencing in May
      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.

     

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

     

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

     

    ERISA
      Restricted Certificate:
      Each of
      the Class X, Class P and Residual 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, Master Servicer Fee Rate and Servicing
      Fee Rate attributable to the Mortgage Loans.

     

    Extra
      Principal Distribution Amount:
      With
      respect to any Distribution Date, is the lesser of (x) the Overcollateralization
      Deficiency Amount for such Distribution Date and (y) the sum of (i) the Monthly
      Excess Cashflow for such Distribution Date and (ii) amounts available from
      the
      Supplemental Interest Trust to pay principal as provided in Section
      5.04(b)(ii).

     

    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 this 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 5.13(b) of this Agreement.

     

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

     

    Gross
      Margin:
      With
      respect to each adjustable rate Mortgage Loan, the fixed percentage set forth
      in
      the related Mortgage Note that is added to the Index on each Adjustment Date
      in
      accordance with the terms of the related Mortgage Note used to determine the
      Mortgage Rate for such Mortgage Loan.

     

    Indemnified
      Persons:
      The
      Trustee, the Servicer (including any successor to the Servicer), 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.

     

    Index:
      As of
      any Adjustment Date, the index applicable to the determination of the Mortgage
      Rate on each adjustable rate Mortgage Loan which will generally be based on
      Six-Month LIBOR.

     

    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 Section 3.01 hereof, 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
      Determination Date:
      Shall
      mean the second LIBOR Business Day preceding the commencement of each Accrual
      Period.

     

    Interest
      Remittance Amount:
      With
      respect to any Distribution Date, an amount generally equal to (i) the sum,
      without duplication, of (a) all scheduled interest received 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 fee payable to any
      provider of lender-paid mortgage insurance, if any, (b) all Advances relating
      to
      interest with respect to the related Mortgage Loans made on or prior to the
      related Remittance Date, (c) all Compensating Interest with respect to the
      related Mortgage Loans and required to be remitted by the Servicer or the Master
      Servicer pursuant to this Agreement with respect to such Distribution Date,
      (d)
      Liquidation Proceeds and Subsequent Recoveries with respect to the related
      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 related 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, minus (ii) all amounts required
      to be reimbursed by the Trust pursuant to Section 3.32 or as otherwise set
      forth in this 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
      portion of the related Prepayment Period occurring in the month prior to the
      month in which Distribution Date occurs, (b) partial Principal Prepayments
      received during the related Prepayment Period to the extent applied prior to
      the
      Due Date in the month of the Distribution Date and (c) interest payments on
      certain of the Mortgage Loans being limited pursuant to the provisions of the
      Relief Act.

     

    ISDA
      Master Agreement:
      The
      ISDA Master Agreement dated as of April 28, 2006, as amended and supplemented
      from time to time, between the Swap Provider and the Trustee, as trustee on
      behalf of the Supplemental Interest Trust.

     

    Last
      Scheduled Distribution Date:
      With
      respect to the Certificates, the Distribution Date in March 2036.

     

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

     

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

     

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

     

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

     

    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 Publicly Offered Certificates and the Class B Certificates and
      any Distribution Date, a per annum rate equal to two (2) times the weighted
      average of the Uncertificated REMIC II Pass-Through Rates for REMIC II Regular
      Interest LT-A1, REMIC II Regular Interest LT-A2, REMIC II Regular Interest
      LT-A3, REMIC II Regular Interest LT-A4, REMIC II Regular Interest LT-M1, REMIC
      II Regular Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular
      Interest LT-M4, REMIC II Regular Interest LT-M5, REMIC II Regular Interest
      LT-M6, REMIC II Regular Interest LT-M7, REMIC II Regular Interest LT-M8, REMIC
      II Regular Interest LT-M9, REMIC II Regular Interest LT-B1, REMIC II Regular
      Interest LT-B2 and REMIC II Regular Interest LT-ZZ, with the per annum rate
      on
      each such REMIC II Regular Interest (other than REMIC II Regular Interest LT-ZZ)
      subject to a cap equal to the Pass-Through Rate on the Corresponding Certificate
      for the purpose of this calculation; and with the per annum rate on REMIC II
      Regular Interest LT-ZZ subject to a cap of zero for the purpose of this
      calculation; provided, however, that for this purpose, the calculation of the
      Uncertificated REMIC II Pass-Through Rate and the related cap with respect
      to
      each such REMIC II Regular Interest (other than REMIC II Regular Interest LT-ZZ)
      shall be multiplied by a fraction, the numerator of which is the actual number
      of days in the Accrual Period and the denominator of which is thirty
      (30).

     

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

     

    Master
      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:
      0.01%
      per annum.

     

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

     

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

     

    Maximum
      Interest Rate:
      With
      respect to any Distribution Date and the related Accrual Period, an annual
      rate
      equal to the weighted average of the Maximum Mortgage Interest Rates of the
      Mortgage Loans as stated on the Mortgage Loan Schedule minus the weighted
      average Expense Fee Rate of the Mortgage Loans. The calculation of the Maximum
      Interest Rate will be based on a 360-day year and the actual number of days
      elapsed during the related Accrual Period.

     

    Maximum
      Mortgage Interest Rate:
      With
      respect to each adjustable rate Mortgage Loan, the percentage set forth in
      the
      related Mortgage Note as the maximum interest rate.

     

    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, Class M-4, Class M-5, Class M-6, Class M-7,
      Class M-8 and Class M-9 Certificates.

     

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

     

    Minimum
      Mortgage Interest Rate:
      With
      respect to each adjustable rate Mortgage Loan, the percentage set forth in
      the
      related Mortgage Note as the minimum Mortgage Rate thereunder.

     

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

     

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

     

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

     

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

     

    Monthly
      Excess Cashflow:
      With
      respect to any Distribution Date, means the sum of (a) the Monthly Excess
      Interest, (b) the Overcollateralization Release Amount, if any, for such
      Distribution Date, and (c) the Principal Remittance Amount remaining following
      payments of the Principal Payment Amount to the Senior Certificates and
      Subordinate Certificates.

     

    Monthly
      Excess Interest:
      With
      respect to any Distribution Date, the excess of (x) the Interest Remittance
      Amount for such Distribution Date over (y) the sum of Current Interest and
      Carryforward Interest on the Senior Certificates and Subordinate Certificates
      for such Distribution Date.

     

    Monthly
      Statement:
      The
      statement delivered to the Certificateholders pursuant to
      Section 5.06.

     

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

     

    Mortgage:
      The
      mortgage, deed of trust or other instrument creating a first or second lien
      on,
      or first or second priority security interest in, a Mortgaged 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 to be added to the Mortgage File
      pursuant to this Agreement.

     

    Mortgage
      Loan Documents:
      As
      defined in Section 2.01.

     

    Mortgage
      Loans:
      Each 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 April 28, 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,
      setting forth the following information with respect to each Mortgage
      Loan:

     

    (i)  the
      Mortgage Loan identifying number;

     

    (ii)  a
      code
      indicating whether the Mortgaged Property is owner-occupied;

     

    (iii)  the
      type
      of Residential Dwelling constituting the Mortgaged Property;

     

    (iv)  the
      original months to maturity;

     

    (v)  the
      original date of the Mortgage Loan and the remaining months to maturity from
      the
      Cut-off Date, based on the original amortization schedule;

     

    (vi)  the
      Loan-to-Value Ratio or Combined Loan-to-Value Ratio, as applicable, at
      origination;

     

    (vii)  the
      Mortgage Rate in effect immediately following the Cut-off Date;

     

    (viii)  the
      date
      on which the first Monthly Payment was due on the Mortgage Loan;

     

    (ix)  the
      stated maturity date;

     

    (x)  the
      amount of the Monthly Payment at origination;

     

    (xi)  the
      amount of the Monthly Payment as of the Cut-off Date;

     

    (xii)  the
      last
      Due Date on which a Monthly Payment was actually applied to the unpaid Stated
      Principal Balance;

     

    (xiii)  the
      original principal amount of the Mortgage Loan;

     

    (xiv)  the
      Stated Principal Balance of the Mortgage Loan as of the close of business on
      the
      Cut-off Date;

     

    (xv)  with
      respect to each adjustable rate Mortgage Loan, the first Adjustment
      Date;

     

    (xvi)  with
      respect to each adjustable rate Mortgage Loan, the Gross Margin;

     

    (xvii)  a
      code
      indicating the purpose of the loan (i.e., purchase financing, rate/term
      refinancing, cash-out refinancing);

     

    (xviii)  with
      respect to each adjustable rate Mortgage Loan, the Maximum Mortgage Rate under
      the terms of the Mortgage Note;

     

    (xix)  with
      respect to each adjustable rate Mortgage Loan, the Minimum Mortgage Rate under
      the terms of the Mortgage Note;

     

    (xx)  the
      Mortgage Rate at origination;

     

    (xxi)  with
      respect to each adjustable rate Mortgage Loan, the Periodic Rate
      Cap;

     

    (xxii)  with
      respect to each adjustable rate Mortgage Loan, the first Adjustment Date
      immediately following the Cut-off Date;

     

    (xxiii)  with
      respect to each adjustable rate Mortgage Loan, the Index;

     

    (xxiv)  the
      date
      on which the first Monthly Payment was due on the Mortgage Loan and, if such
      date is not consistent with the Due Date currently in effect, such Due
      Date;

     

    (xxv)  a
      code
      indicating whether the Mortgage Loan is an Adjustable Rate Mortgage Loan or
      a
      fixed rate Mortgage Loan;

     

    (xxvi)  a
      code
      indicating the documentation style (i.e., full, stated or limited);

     

    (xxvii)  a
      code
      indicating if the Mortgage Loan is subject to a primary insurance policy or
      lender paid mortgage insurance policy and the name of the insurer;

     

    (xxviii)  the
      Appraised Value of the Mortgaged Property;

     

    (xxix)  the
      sale
      price of the Mortgaged Property, if applicable;

     

    (xxx)  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;

     

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

     

    (xxxii)  the
      Mortgagor’s debt to income ratio;

     

    (xxxiii)  the
      FICO
      score at origination; and

     

    (xxxiv)  the
      initial seller who sold such Mortgage Loan to the Sponsor.

     

    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, which rate with respect to each adjustable rate Mortgage Loan
      (A)
      as of any date of determination until the first Adjustment Date following the
      Cut-off Date shall be the rate set forth in the Mortgage Loan Schedule as the
      Mortgage Rate in effect immediately following the Cut-off Date and (B) as of
      any
      date of determination thereafter shall be the rate as adjusted on the most
      recent Adjustment Date equal to the sum, rounded to the nearest 0.125% as
      provided in the Mortgage Note, of the Index, as most recently available as
      of a
      date prior to the Adjustment Date as set forth in the related Mortgage Note,
      plus the related Gross Margin; provided that the Mortgage Rate on such
      adjustable rate Mortgage Loan on any Adjustment Date shall never be more than
      the lesser of (i) the sum of the Mortgage Rate in effect immediately prior
      to
      the Adjustment Date plus the related Periodic Rate Cap, if any, and (ii) the
      related Maximum Mortgage Rate, and shall never be less than the greater of
      (i)
      the Mortgage Rate in effect immediately prior to the Adjustment Date less the
      Periodic Rate Cap, if any, and (ii) the related Minimum Mortgage Rate. 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
      Funds Cap:
      With
      respect to any Distribution Date, a per annum rate equal to the product of
      (I)(a) a fraction, expressed as a percentage, the numerator of which is the
      Optimal Interest Remittance Amount for such Distribution Date and the
      denominator of which is the aggregate Stated Principal Balance of the Mortgage
      Loans for the immediately preceding Distribution Date, minus (b) the sum of
      (1)
      any Net Swap Payment payable to the Swap Provider on such Distribution Date,
      divided by the outstanding Stated Principal Balance of the Mortgage Loans for
      the immediately preceding Distribution Date, and (2) any Swap Termination
      Payment (unless such payment is the result of a Swap Provider Trigger Event
      and
      to the extent not paid by the securities administrator from any upfront payment
      received pursuant to any replacement Interest Rate Swap Agreement that may
      be
      entered into by the Supplemental Interest Trust Trustee) payable to the Swap
      Provider on such Distribution Date, divided by the outstanding aggregate Stated
      Principal Balance of the Mortgage Loans for the immediately preceding
      Distribution Date and (II) 12.
      The Net
      Funds Cap will be adjusted to an effective rate reflecting the accrual of
      interest on an actual/360 basis.

     

    Net
      Interest Shortfalls:
      Shall
      mean Interest Shortfalls net of payments by the Servicer or the Master Servicer
      in respect of Compensating Interest.

     

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

     

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

     

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

     

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

     

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

     

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

     

    One-Month
      LIBOR:
      With
      respect to any Accrual Period (other than the first Accrual Period), the rate
      determined by the Securities Administrator on the related Interest Determination
      Date on the basis of the rate for U.S. dollar deposits for one month that
      appears on Telerate Screen Page 3750 as of 11:00 a.m. (London time) on such
      Interest Determination Date. If such rate does not appear on such page (or
      such
      other page as may replace that page on that service, or if such service is
      no
      longer offered, such other service for displaying One-Month LIBOR or comparable
      rates as may be reasonably selected by the Securities Administrator), One-Month
      LIBOR for the applicable Accrual Period will be the Reference Bank Rate. If
      no
      such quotations can be obtained by the Securities Administrator and no Reference
      Bank Rate is available, One-Month LIBOR will be One-Month LIBOR applicable
      to
      the preceding Accrual Period. The establishment of One-Month LIBOR on each
      Interest Determination Date by the Securities Administrator and the Securities
      Administrator’s calculation of the rate of interest applicable to the Senior
      Certificates and the Subordinate 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 5.0000% 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.

     

    Optimal
      Interest Remittance Amount:
      With
      respect to any Distribution Date, will be equal to the excess of (i) the product
      of (1)(x) the weighted average Net Mortgage Rates of the Mortgage Loans as
      of
      the first day of the related Due Period divided by (y) 12 and (2) the Aggregate
      Loan Balance of the Mortgage Loans for the immediately preceding Distribution
      Date, over (ii) any expenses that reduce the Interest Remittance Amount that
      did
      not arise as a result of a default or delinquency of the Mortgage Loans or
      were
      not taken into account in computing the expense fee rate.

     

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

     

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

     

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

     

    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
      Loan
      Balance for such Distribution Date over (b) the aggregate Certificate Principal
      Balance of the Publicly Offered Certificates and the Class B Certificates on
      such Distribution Date (after taking into account the payment of 100% of the
      Principal Remittance Amount (without regard to any payments made pursuant to
      the
      Swap Agreement with respect to Realized Losses) on such Distribution
      Date).

     

    Overcollateralization
      Deficiency Amount:
      With
      respect to any Distribution Date, the amount, if any, by which (x) the Targeted
      Overcollateralization Amount for such Distribution Date exceeds (y) the
      Overcollateralization Amount for such Distribution Date, calculated for this
      purpose after giving effect to the reduction on such Distribution Date of the
      aggregate Certificate Principal Balance of the Publicly Offered Certificates
      and
      the Class B Certificates resulting from the payment of the Principal Remittance
      Amount (without regard to any payments made pursuant to the Swap Agreement
      with
      respect to Realized Losses) on such Distribution Date, but prior to allocation
      of any Applied Loss Amount on such Distribution Date.

     

    Overcollateralization
      Release Amount:
      With
      respect to any Distribution Date, the lesser of (x) the Principal Remittance
      Amount (without regard to any payments made pursuant to the Swap Agreement
      with
      respect to Realized Losses) for such Distribution Date and (y) the amount,
      if
      any, by which (1) the Overcollateralization Amount for such date exceeds (2)
      the
      Targeted 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:
      The
      Class A-1, Class A-2, Class A-3, Class A-4, Class M-1, Class M-2, Class M-3,
      Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B-1,
      Class B-2 and Class X Pass-Through Rate, as applicable.

     

    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.

     

    Periodic
      Rate Cap:
      With
      respect to the Adjustment Date for any adjustable rate Mortgage Loan, the fixed
      percentage set forth in the related Mortgage Note, which is the maximum amount
      by which the Mortgage Rate for such adjustable rate Mortgage Loan may increase
      or decrease (without regard to the Maximum Mortgage Interest Rate or the Minimum
      Mortgage Interest Rate) on such Adjustment Date from the Mortgage Rate in effect
      immediately prior to such Adjustment Date.

     

    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 (iv) 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 or AAAm-G, and if rated by Moody’s,
      rated Aaa, Aa1 or Aa2, and if rated by Fitch, F1, F2 or F3;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	
              (i)

            	
              the
                Mortgage Loan identifying number;

            
	 	 
	
              (ii)

            	
              a
                code indicating the type of Prepayment Charge;

            
	 	 
	
              (iii)

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

            
	 	 
	
              (iv)

            	
              the
                term of the related Prepayment Charge;

            
	 	 
	
              (v)

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

            
	 	 
	
              (vi)

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

            


    

    


    Prepayment
      Interest Excess:
      With
      respect to each Mortgage Loan serviced that was the subject of a Principal
      Prepayment in full during the portion of the related Prepayment Period occurring
      between the first day of the calendar month in which such Distribution Date
      occurs and the Determination Date of the calendar month in which such
      Distribution Date occurs, an amount equal to interest (to the extent received)
      at the applicable Net Mortgage Rate on the amount of such Principal Prepayment
      for the number of days commencing on the first day of the calendar month in
      which such Distribution Date occurs and ending on the last date through which
      interest is collected from the related Mortgagor. The Servicer may withdraw
      such
      Prepayment Interest Excess from the Custodial Account in accordance with Section
      3.27(a)(i).

     

    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 portion of the related Prepayment
      Period occurring in the month prior to the month in which such Distribution
      Date
      occurs, (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 Master Servicing Fee, (c) the Credit Risk Management Fee and (d)
      the fee payable to any provider of lender-paid mortgage insurance, if
      any.

     

    Prepayment
      Period:
      With
      respect to any Distribution Date, and (a) prepayments in full, the
      16th
      of the
      immediately preceding calendar month (or with respect to the first Prepayment
      Period, the Closing Date) through the 15th
      of the
      month in which such Distribution Date occurs or (b) prepayments in part, the
      prior calendar month.

     

    Principal
      Payment Amount:
      With
      respect to each Distribution Date, the Principal Remittance Amount for such
      date
      minus the Overcollateralization Release Amount, if any, for such Distribution
      Date.

     

    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.

     

    Principal
      Remittance Amount:
      With
      respect to any Distribution Date, the sum, without duplication, of (a) the
      principal portion of all Scheduled Payments on the Mortgage Loans due during
      the
      related Due Period whether or not received on or prior to the related
      Determination Date, (b) the principal portion of all unscheduled collections
      (other than Payaheads) including Insurance Proceeds, Condemnation Proceeds,
      Subsequent Recoveries and all full and partial Principal Prepayments exclusive
      of prepayment charges or penalties collected during the related Prepayment
      Period, to the extent applied as recoveries of principal on the Mortgage Loans,
      (c) the Stated Principal Balance of each Mortgage Loan that was repurchased
      by
      the Sponsor during the related Prepayment Period pursuant to Sections 2.02,
      2.03 and 3.24, (d) the aggregate of all Substitution Adjustment Amounts received
      during the related Prepayment Period 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 on the Mortgage Loans
      paid by the Master Servicer pursuant to Section 10.01, (f) all 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 principal), in each case to the extent
      remitted by the Servicer to the Distribution Account pursuant to this Agreement,
      (g) the principal portion of Payaheads previously received on the Mortgage
      Loans
      and intended for application in the related Due Period and (h) any payments
      made
      pursuant to the Swap Agreement with respect to Realized Losses, minus (ii)
      all
      amounts required to be reimbursed by the Trust pursuant to Sections 4.02,
      4.05, 4.07, 5.10 and 9.05 or as otherwise set forth in this Agreement or the
      Custodial Agreement and to the extent not reimbursed from the Interest
      Remittance Amount for
      such
      Distribution Date.

     

    Private
      Certificate:
      Each of
      the Class B-1, Class B-2, Class X, Class P and Class R
      Certificates.

     

    Prospectus
      Supplement:
      The
      Prospectus Supplement dated April 26, 2006 relating to the offering of the
      Publicly Offered Certificates.

     

    Publicly
      Offered Certificates:
      Any
      Certificates other than the Private 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) 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, S&P, Fitch and DBRS. 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 Publicly Offered Certificates and Class B Certificates and any
      Distribution Date, so long as such Certificates are Book-Entry Certificates,
      the
      Business Day preceding such Distribution Date, and otherwise, the close of
      business on the last Business Day of the month preceding the month in which
      such
      Distribution Date occurs. With respect to the Class X, Class P and Class R
      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
      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.

     

    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 aggregate Certificate
      Principal Balance of the Publicly Offered Certificates and Class B 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 aggregate
      Certificate Principal Balance of the Publicly Offered Certificates and Class
      B
      Certificates for such Accrual Period.

     

    Regular
      Certificate:
      Any
      Certificate other than a Residual Certificate.

     

    Regulation
      AB:
      Means
      Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
      such clarification and interpretation as have been provided by the Commission
      in
      the adopting release (Asset-Backed Securities, Securities Act Release No.
      33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
      Commission, or as may be provided by the Commission or its staff from time
      to
      time.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    REMIC
      II Overcollateralization Amount:
      With
      respect to any date of determination, (i) 1.00% of the aggregate Uncertificated
      Principal Balances of the REMIC II Regular Interests minus (ii) the aggregate
      of
      the Uncertificated Principal Balances of REMIC II Regular Interest LT-A1, REMIC
      II Regular Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC II Regular
      Interest LT-A4, REMIC II Regular Interest LT-M1, REMIC II Regular Interest
      LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC
      II Regular Interest LT-M5, REMIC II Regular Interest LT-M6, REMIC II Regular
      Interest LT-M7, REMIC II Regular Interest LT-M8, REMIC II Regular Interest
      LT-M9, REMIC II Regular Interest LT-B1, REMIC II Regular Interest LT-B2 and
      REMIC II Regular Interest LT-P, in each case as of such date of
      determination.

     

    REMIC
      II Principal Loss Allocation Amount:
      With
      respect to any Distribution Date, an amount equal to (a) the product of (i)
      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 II Regular Interest
      LT-A1, REMIC II Regular Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC
      II Regular Interest LT-A4, REMIC II Regular Interest LT-M1, REMIC II Regular
      Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular Interest
      LT-M4, REMIC II Regular Interest LT-M5, REMIC II Regular Interest LT-M6, REMIC
      II Regular Interest LT-M7, REMIC II Regular Interest LT-M8, REMIC II Regular
      Interest LT-M9, REMIC II Regular Interest LT-B1, REMIC II Regular Interest
      LT-B2
      and the denominator of which is the aggregate of the Uncertificated Principal
      Balances of REMIC II Regular Interest LT-A1, REMIC II Regular Interest LT-A2,
      REMIC II Regular Interest LT-A3, REMIC II Regular Interest LT-A4, REMIC II
      Regular Interest LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular
      Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC II Regular Interest
      LT-M5, REMIC II Regular Interest LT-M6, REMIC II Regular Interest LT-M7, REMIC
      II Regular Interest LT-M8, REMIC II Regular Interest LT-M9, REMIC II Regular
      Interest LT-B1, REMIC II Regular Interest LT-B2 and REMIC II Regular Interest
      LT-ZZ.

     

    REMIC
      II Regular Interests:
      REMIC
      II Regular Interest LT-AA, REMIC II Regular Interest LT-A1, REMIC II Regular
      Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC II Regular Interest
      LT-A4, REMIC II Regular Interest LT-M1, REMIC II Regular Interest LT-M2, REMIC
      II Regular Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC II Regular
      Interest LT-M5, REMIC II Regular Interest LT-M6, REMIC II Regular Interest
      LT-M7, REMIC II Regular Interest LT-M8, REMIC II Regular Interest LT-M9, REMIC
      II Regular Interest LT-B1, REMIC II Regular Interest LT-B2, REMIC II Regular
      Interest LT-ZZ and REMIC II Regular Interest LT-P.

     

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

     

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

     

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

     

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

     

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

     

    REMIC
      II Regular Interest LT-B1:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-B1 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-B2:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-B2 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

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

     

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

     

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

     

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

     

    REMIC
      II Regular Interest LT-M4:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-M4 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-M5:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-M5 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-M6:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-M6 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-M7:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-M7 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-M8:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-M8 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-M9:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-M9 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

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

     

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

     

    REMIC
      II Regular Interest LT-ZZ Maximum Interest Deferral Amount:
      With
      respect to any Distribution Date, the excess of (i) accrued interest at the
      Uncertificated REMIC II Pass-Through Rate applicable to REMIC II Regular
      Interest LT-ZZ for such Distribution Date on a balance equal to the
      Uncertificated Principal Balance of REMIC II Regular Interest LT-ZZ minus the
      REMIC II Overcollateralization Amount, in each case for such Distribution Date,
      over (ii) the Uncertificated Accrued Interest on REMIC II Regular Interest
      LT-A1, REMIC II Regular Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC
      II Regular Interest LT-A4, REMIC II Regular Interest LT-M1, REMIC II Regular
      Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular Interest
      LT-M4, REMIC II Regular Interest LT-M5, REMIC II Regular Interest LT-M6, REMIC
      II Regular Interest LT-M7, REMIC II Regular Interest LT-M8, REMIC II Regular
      Interest LT-M9, REMIC II Regular Interest LT-B1 and REMIC II Regular Interest
      LT-B2 for such Distribution Date, with the rate on each such REMIC II Regular
      Interest subject to a cap equal to the related Pass-Through Rate.

     

    REMIC
      II Targeted Overcollateralization Amount:
      1.00%
      of the Targeted Overcollateralization Amount.

     

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

     

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

     

    REMIC
      III Certificateholder:
      The
      Holder of any REMIC III 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, REMIC II Regular Interest, Regular Certificate or
      Class IO Interest.

     

    Remittance
      Date:
      Shall
      mean not later than 3:00 p.m. Eastern Time on the twenty-third (23rd) day of
      the
      month and if such day is not a Business Day, the immediately preceding 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 an adjustable 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 or Combined 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) have the same lien priority as the Deleted Mortgage
      Loan; (vii) constitute the same occupancy type as the Deleted Mortgage Loan
      or
      be owner occupied; (viii) have a Maximum Mortgage Interest Rate not less than
      the Maximum Mortgage Interest Rate on the Deleted Loan; (ix) have a Minimum
      Mortgage Interest Rate not less than the Minimum Mortgage Interest Rate of
      the
      Deleted Loan, if applicable; (x) have a Gross Margin equal to the Gross Margin
      of the Deleted Loan; (xi) have a next Adjustment Date not more than two months
      later than the next Adjustment Date on the Deleted Loan, if applicable; and
      (xii) comply with each representation and warranty set forth in the Mortgage
      Loan Purchase Agreement.

     

    Reportable
      Event:
      Has the
      meaning set forth in Section 5.13(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.

     

    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 5.13.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Senior
      Enhancement Percentage:
      With
      respect to any Distribution Date will be the fraction, expressed as a
      percentage, the numerator of which is the sum of the aggregate Certificate
      Principal Balance of the Subordinate Certificates and the Overcollateralization
      Amount, in each case after giving effect to payments on such Distribution Date
      (assuming no Trigger Event is in effect), and the denominator of which is the
      Aggregate Loan Balance for such Distribution Date.

     

    Senior
      Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the Certificate Principal Balances of the Senior
      Certificates, in each case, immediately prior to such Distribution Date exceed
      (y) the lesser of (A) the product of (i) 50.70% and (ii) the Aggregate Loan
      Balance for such Distribution Date and (B) the amount, if any, by which (i)
      the
      Aggregate Loan Balance for such Distribution Date exceeds (ii) 0.50% of the
      Aggregate Loan Balance as of the Cut-off Date.

     

    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.

     

    Servicer:
      Shall
      mean Ocwen Loan Servicing, LLC, 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 a Servicer in respect of any waived Prepayment Charges
      pursuant to Section 3.01.

     

    Servicer’s
      Assignee:
      As
      defined in Section 5.01(b)(ii)

     

    Servicing
      Advances:
      All
      customary, reasonable and necessary “out of pocket” costs and expenses
      (including reasonable legal fees) incurred prior to, on or after the Cut-off
      Date in the performance by the Servicer of its servicing obligations hereunder,
      including, but not limited to, the cost of (i) the preservation, restoration,
      inspection, valuation and protection of a Mortgaged Property, (ii) any
      enforcement or judicial proceedings, including foreclosures, and including
      any
      expenses incurred in relation to any such proceedings that result from the
      Mortgage Loan being registered in the MERS® System, (iii) the management and
      liquidation of any REO Property (including, without limitation, realtor’s
      commissions), (iv) compliance with any obligations under Section 3.07
      hereof to cause insurance to be maintained, (v) payment of taxes, (vi) obtaining
      broker price opinions and (vii) obtaining any legal documentation required to be
      included in the Mortgage File and/or correcting any outstanding title issues
      (i.e., any lien or encumbrance on the Mortgaged Property that prevents the
      effective enforcement of the intended lien position) reasonably necessary for
      the Servicer to perform its obligations under this Agreement. Servicing Advances
      also include any reasonable “out-of-pocket” cost and expenses (including legal
      fees) incurred by the Servicer in connection with executing and recording
      instruments of satisfaction, deeds of reconveyance or Assignments to the extent
      not recovered from the Mortgagor or otherwise payable under this Agreement.
      The
      Servicer shall not be required to make any Servicing Advances that would
      constitute a Nonrecoverable Advance, provided that the Servicer delivers an
      Officer’s Certificate to the Master Servicer and the Trustee certifying that
      such Servicing Advance would constitute a Nonrecoverable Advance.

     

    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:
      0.50%
      per annum.

     

    Servicing
      Function Participant:
      Means
      any Subservicer or Subcontractor of the Servicer, the Master Servicer and the
      Securities Administrator, the Custodian, respectively or any other Person that
      is participating in the servicing function within the meaning of Item 1122
      of
      Regulation AB, without regard to any threshold referenced therein.

     

    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.

     

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

     

    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 each REMIC 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 Section 3.09 of this 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 May 2009 and (y) the first
      Distribution Date on which the Senior Enhancement Percentage (calculated for
      this purpose only after taking into account distributions of principal on the
      Mortgage Loans, but prior to any distributions to the holders of the Publicly
      Offered Certificates and the Class B Certificates on such Distribution Date)
      is
      greater than or equal to 49.30%.

     

    Subordinate
      Certificates:
      Shall
      mean, collectively, the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class M-6, Class M-7, Class M-8, Class M-9, Class B-1 and Class B-2
      Certificates.

     

    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.

     

    Subsequent
      Recoveries:
      Shall
      mean all amounts in respect of principal received by a Servicer (net of
      reimbursable expenses) 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, and is responsible for the
      performance (whether directly or through subservicers or Subcontractors) of
      servicing functions required to be performed 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 Section 3.03 of this Agreement
      by such Subservicer.

     

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

     

    Successor
      Servicer:
      The
      Master Servicer or 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 this Agreement.

     

    Supplemental
      Interest Trust:
      The
      corpus of a trust created pursuant to Section 5.11 of this Agreement and
      designated as the “Supplemental Interest Trust,” consisting of the Swap
      Agreement, the Class IO Interest and the right to receive payments in respect
      of
      the Class IO Distribution Amount. For the avoidance of doubt, the Supplemental
      Interest Trust does not constitute a part of the Trust Fund.

     

    Swap
      Agreement:
      The
      interest rate swap agreement, dated April 28, 2006, between HSBC Bank USA,
      National Association, as trustee on behalf of the Supplemental Interest Trust,
      and the Swap Provider, which agreement provides for Net Swap Trust Payments
      and
      Swap Termination Payments to be paid, as provided therein, together with any
      schedules, confirmations or other agreements relating thereto, attached hereto
      as Exhibit
      P.

     

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

     

    Swap
      Provider:
      The
      swap provider under the Swap Agreement either (a) entitled to receive payments
      from the Supplemental Interest Trust or (b) required to make payments to the
      Supplemental Interest Trust, in either case pursuant to the terms of the Swap
      Agreement, and any successor in interest or assign. Initially, the Swap Provider
      shall be Swiss Re Financial Products Corporation.

     

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

     

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

     

    Targeted
      Overcollateralization Amount:
      With
      respect to any Distribution Date prior to the Stepdown Date, 3.15% of the
      Aggregate Loan Balance as of the Cut-off Date; 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 (a) 6.30% of the Aggregate Loan Balance for such
      Distribution Date, or (b) 0.50% of the Aggregate Loan Balance 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 Targeted
      Overcollateralization Amount for such Distribution Date will be equal to the
      Targeted 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 and the Class B
      Certificates to zero, the Targeted Overcollateralization Amount shall be
      zero.

     

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

     

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

     

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

     

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

     

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

     

    Trigger
      Event:
      With
      respect to any Distribution Date, a Trigger Event is in effect if either (i)
      the
      Delinquency Rate as of the last day of the related Due Period exceeds 32.25%
      of
      the Senior Enhancement Percentage for such Distribution Date or (ii) the
      cumulative Realized Losses as a percentage of the original Aggregate Loan
      Balance on the Closing Date for such Distribution Date is greater than the
      percentage set forth in the following table:

     

    
      	
              Distribution
                Date

            	
              Percentage

            
	
              May
                2009 - April 2010

            	
              3.20%

            
	
              May
                2010 - April 2011

            	
              4.75%

            
	
              May
                2011 - April 2012

            	
              6.00%

            
	
              May
                2012 - April 2013

            	
              6.50%

            
	
              May
                2013 and thereafter

            	
              6.75%

            


    

    


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

     

    Trust
      Fund:
      Collectively, the assets of REMIC I, REMIC II, REMIC III and the Basis Risk
      Shortfall Reserve Fund. For the avoidance of doubt, the Trust Fund does not
      include the Supplemental Interest Trust.

     

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

     

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

     

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


     

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

     

    
      	
              Distribution
                Date

            	
              REMIC
                1 Regular Interests

            
	
              1

            	
              I-1-A
                through I-36-A 

            
	
              2

            	
              I-2-A
                through I-36-A 

            
	
              3

            	
              I-3-A
                through I-36-A 

            
	
              4

            	
              I-4-A
                through I-36-A 

            
	
              5

            	
              I-5-A
                through I-36-A 

            
	
              6

            	
              I-6-A
                through I-36-A 

            
	
              7

            	
              I-7-A
                through I-36-A 

            
	
              8

            	
              I-8-A
                through I-36-A 

            
	
              9

            	
              I-9-A
                through I-36-A 

            
	
              10

            	
              I-10-A
                through I-36-A 

            
	
              11

            	
              I-11-A
                through I-36-A 

            
	
              12

            	
              I-12-A
                through I-36-A 

            
	
              13

            	
              I-13-A
                through I-36-A 

            
	
              14

            	
              I-14-A
                through I-36-A 

            
	
              15

            	
              I-15-A
                through I-36-A 

            
	
              16

            	
              I-16-A
                through I-36-A 

            
	
              17

            	
              I-17-A
                through I-36-A 

            
	
              18

            	
              I-18-A
                through I-36-A 

            
	
              19

            	
              I-19-A
                through I-36-A 

            
	
              20

            	
              I-20-A
                through I-36-A 

            
	
              21

            	
              I-21-A
                through I-36-A 

            
	
              22

            	
              I-22-A
                through I-36-A 

            
	
              23

            	
              I-23-A
                through I-36-A 

            
	
              24

            	
              I-24-A
                through I-36-A 

            
	
              25

            	
              I-25-A
                through I-36-A 

            
	
              26

            	
              I-26-A
                through I-36-A 

            
	
              27

            	
              I-27-A
                through I-36-A 

            
	
              28

            	
              I-28-A
                through I-36-A 

            
	
              29

            	
              I-29-A
                through I-36-A 

            
	
              30

            	
              I-30-A
                through I-36-A 

            
	
              31

            	
              I-31-A
                through I-36-A 

            
	
              32

            	
              I-32-A
                through I-36-A 

            
	
              33

            	
              I-33-A
                through I-36-A 

            
	
              34

            	
              I-34-A
                through I-36-A 

            
	
              35

            	
              I-35-A
                and I-36-A 

            
	
              36
                

            	
              I-36-A

            
	
              thereafter

            	
              $0.00

            


    

    


    With
      respect to the Class IO Interest and any Distribution Date, an amount equal
      to
      the Uncertificated Notional Amount of the REMIC II Regular Interest
      IO.

     

    Uncertificated
      Principal Balance:
      With
      respect to each REMIC Regular Interest (other than REMIC II Regular Interest
      LT-IO), 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 such 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
      Pass-Through Rate:
      The
      Uncertificated REMIC I Pass-Through Rate or Uncertificated REMIC II Pass-Through
      Rate.

     

    Uncertificated
      REMIC I Pass-Through Rate:
      With
      respect to REMIC I Regular Interest I, a per annum rate equal to the weighted
      average Net Mortgage Rate of Mortgage Loans. With respect to each REMIC I
      Regular Interest ending with the designation “A”, a per annum rate equal to the
      weighted average Net Mortgage Rate of the Mortgage Loans multiplied by 2,
      subject to a maximum rate of 10.555%. With respect to each REMIC I Regular
      Interest ending with the designation “B”, the greater of (x) a per annum rate
      equal to the excess, if any, of (i) 2 multiplied by the weighted average Net
      Mortgage Rate of the Mortgage Loans over (ii) 10.555% and (y)
      0.00%.

     

    Uncertificated
      REMIC II Pass-Through Rate:
      With
      respect to REMIC II Regular Interest LT-AA, REMIC II Regular Interest LT-A1,
      REMIC II Regular Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC II
      Regular Interest LT-A4, REMIC II Regular Interest LT-M1, REMIC II Regular
      Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular Interest
      LT-M4, REMIC II Regular Interest LT-M5, REMIC II Regular Interest LT-M6, REMIC
      II Regular Interest LT-M7, REMIC II Regular Interest LT-M8, REMIC II Regular
      Interest LT-M9, REMIC II Regular Interest LT-B1, REMIC II Regular Interest
      LT-B2
      and REMIC II Regular Interest LT-ZZ, a
      per
      annum rate (but not less than zero) equal to the weighted average of (w) with
      respect to REMIC I Regular Interest I, the Uncertificated REMIC I Pass-Through
      Rate for such REMIC I Regular Interest for each such Distribution Date, (x)
      with
      respect to REMIC I Regular Interests ending with the designation “B”, the
      weighted average of the Uncertificated REMIC I Pass-Through Rates for such
      REMIC
      I Regular Interests, weighted on the basis of the Uncertificated Principal
      Balance of such REMIC I Regular Interests for each such Distribution Date and
      (y) with respect to REMIC I Regular Interests ending with the designation “A”,
      for each Distribution Date listed below, the weighted average of the rates
      listed below for each such REMIC I Regular Interest listed below, weighted
      on
      the basis of the Uncertificated Principal Balance of each such REMIC I Regular
      Interest for each such Distribution Date:

     

    
      	
              Distribution
                Date

            	
              REMIC
                1 Regular Interest

            	
              Rate

            
	
              1

            	
              I-1-A
                through I-36-A

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

            
	
              2

            	
              I-2-A
                through I-36-A

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

            
	 	
              I-1-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              3

            	
              I-3-A
                through I-36-A

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

            
	 	
              I-1-A
                and I-2-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              4

            	
              I-4-A
                through I-36-A

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

            
	 	
              I-1-A
                through I-3-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              5

            	
              I-5-A
                through I-36-A

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

            
	 	
              I-1-A
                through I-4-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              6

            	
              I-6-A
                through I-36-A

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

            
	 	
              I-1-A
                through I-5-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              7

            	
              I-7-A
                through I-36-A

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

            
	 	
              I-1-A
                through I-6-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              8

            	
              I-8-A
                through I-36-A

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

            
	 	
              I-1-A
                through I-7-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              9

            	
              I-9-A
                through I-36-A

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

            
	 	
              I-1-A
                through I-8-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              10

            	
              I-10-A
                through I-36-A

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

            
	 	
              I-1-A
                through I-9-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              11

            	
              I-11-A
                through I-36-A

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

            
	 	
              I-1-A
                through I-10-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              12

            	
              I-12-A
                through I-36-A

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

            
	 	
              I-1-A
                through I-11-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              13

            	
              I-13-A
                through I-36-A

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

            
	 	
              I-1-A
                through I-12-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              14

            	
              I-14-A
                through I-36-A

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

            
	 	
              I-1-A
                through I-13-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              15

            	
              I-15-A
                through I-36-A

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

            
	 	
              I-1-A
                through I-14-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              16

            	
              I-16-A
                through I-36-A

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

            
	 	
              I-1-A
                through I-15-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              17

            	
              I-17-A
                through I-36-A

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

            
	 	
              I-1-A
                through I-16-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              18

            	
              I-18-A
                through I-36-A

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

            
	 	
              I-1-A
                through I-17-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              19

            	
              I-19-A
                through I-36-A

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

            
	 	
              I-1-A
                through I-18-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              20

            	
              I-20-A
                through I-36-A

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

            
	 	
              I-1-A
                through I-19-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              21

            	
              I-21-A
                through I-36-A

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

            
	 	
              I-1-A
                through I-20-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              22

            	
              I-22-A
                through I-36-A

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

            
	 	
              I-1-A
                through I-21-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              23

            	
              I-23-A
                through I-36-A

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

            
	 	
              I-1-A
                through I-22-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              24

            	
              I-24-A
                through I-36-A

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

            
	 	
              I-1-A
                through I-23-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              25

            	
              I-25-A
                through I-36-A

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

            
	 	
              I-1-A
                through I-24-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              26

            	
              I-26-A
                through I-36-A

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

            
	 	
              I-1-A
                through I-25-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              27

            	
              I-27-A
                through I-36-A

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

            
	 	
              I-1-A
                through I-26-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              28

            	
              I-28-A
                through I-36-A

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

            
	 	
              I-1-A
                through I-27-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              29

            	
              I-29-A
                through I-36-A

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

            
	 	
              I-1-A
                through I-28-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              30

            	
              I-30-A
                through I-36-A

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

            
	 	
              I-1-A
                through I-29-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              31

            	
              I-31-A
                through I-36-A

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

            
	 	
              I-1-A
                through I-30-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              32

            	
              I-32-A
                through I-36-A

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

            
	 	
              I-1-A
                through I-31-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              33

            	
              I-33-A
                through I-36-A

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

            
	 	
              I-1-A
                through I-32-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              34

            	
              I-34-A
                through I-36-A

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

            
	 	
              I-1-A
                through I-33-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              35

            	
              I-35-A
                and I-36-A

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

            
	 	
              I-1-A
                through I-34-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              36

            	
              I-36-A

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

            
	 	
              I-1-A
                through I-35-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              thereafter

            	
              I-1-A
                through I-36-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            


    

    


     

    With
      respect to REMIC II Regular Interest LT-IO, the excess of (i) the Uncertificated
      REMIC I Pass-Through Rates for REMIC I Regular Interests ending with the
      designation “A”, over (ii) 2 multiplied by Swap LIBOR.

     

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

     

    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) 95% to the Certificates (other than the Class X, Class P
      and the Residual Certificates) and (ii) 3% to the Class X Certificates and
      1% to each of the Class P Certificates and the Class R 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 Remittance Amount for any
      Distribution Date, (1) the aggregate amount of any Net Interest Shortfalls
      in
      respect of the Mortgage Loans for any Distribution Date shall reduce the
      Interest Remittance Amount 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
      of
      each class of Publicly Offered Certificates and (2) the aggregate amount of
      any
      Realized Losses allocated to the Subordinate Certificates and Basis Risk
      Shortfalls allocated to the Publicly Offered Certificates and the Class B
      Certificates 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 respective Pass-Through Rate on the Certificate Principal 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 for any Distribution Date shall be allocated first,
      to
      REMIC I Regular Interest I and to the REMIC I Regular Interests ending with
      the
      designation “B”, pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
      Principal Balances of each such REMIC I Regular Interest, and then, to REMIC
      I
      Regular Interests ending with the designation “A”, pro rata based on, and to the
      extent of, one month’s interest at the then applicable respective Uncertificated
      REMIC I Pass-Through Rates on the respective Uncertificated Principal Balances
      of each such REMIC I Regular Interest.

     

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

     

    The
      aggregate amount of any Net Interest Shortfalls incurred in respect of the
      Mortgage Loans for any Distribution Date shall be allocated among
      REMIC II Regular Interest LT-AA, REMIC II Regular Interest LT-A1, REMIC II
      Regular Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC II Regular
      Interest LT-A4, REMIC II Regular Interest LT-M1, REMIC II Regular Interest
      LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC
      II Regular Interest LT-M5, REMIC II Regular Interest LT-M6, REMIC II Regular
      Interest LT-M7, REMIC II Regular Interest LT-M8, REMIC II Regular Interest
      LT-M9, REMIC II Regular Interest LT-B1, REMIC II Regular Interest LT-B2 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 and
      the
      Supplemental Interest Trust.

     

    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 and the Supplemental
      Interest Trust.

     

    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 related 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 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 this Agreement.

     

    The
      Mortgage Loans permitted by the terms of this Agreement to be included in the
      Trust 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 understand and agree that it is not intended that any
      mortgage loan be included in the Trust 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, the
      Servicer 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 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 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 Securities Administrator 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 Securities Administrator on their behalf.
      The
      Sponsor shall promptly reimburse the Securities Administrator for any expenses
      incurred by the Securities Administrator 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 Servicer and the Sponsor.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (b)  The
      Sponsor hereby represents and warrants to and covenants with, the Depositor,
      the
      Servicer, 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 O) and no Mortgage Loan
      originated on or after October 1, 2002 through March 6, 2003 is governed by
      the
      Georgia Fair Lending Act.

     

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

     

    (c)  Upon
      discovery by any of the parties hereto of a breach of a representation or
      warranty set forth in Section 2.03(b)(viii), (ix) and (x) 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 (xxxiii), (xxxvii), (xxxviii), (xl), (xlv) and/or
      (lii) 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 the deposit into the 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 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 Certificateholder, the Depositor or the
      Trustee.

     

    (d)  The
      Master Servicer hereby represents, warrants and covenants with the Servicer,
      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.

     

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

     

    Section
      2.04  Representations
      and Warranties of the Depositor.

     

    The
      Depositor hereby represents and warrants to, and covenants, with the Servicer,
      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 REMIC I, REMIC II or REMIC
      III or contributions after the Closing Date, as defined in sections 860F(a)(2)
      and 860G(d) of the Code, respectively or (ii) cause any of REMIC I, REMIC II
      or
      REMIC III 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 and the Class R Certificates.

     

    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-I 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-I
      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-I Interest
      and the REMIC I Regular Interests, respectively, and all ownership interests
      evidenced or constituted by the Class R-I Interest and the REMIC I Regular
      Interests, shall be as set forth in this Agreement.

     

    Section
      2.07  Conveyance
      of the REMIC I Regular Interests; Issuance and Conveyance of the REMIC II
      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-II 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-II Interest and REMIC II (as holder of the REMIC I Regular Interests). The
      rights of the Holder of the Class R-II 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-II Interest and the REMIC II Regular Interests,
      respectively, and all ownership interests evidenced or constituted by the Class
      R-II Interest and the REMIC II Regular Interests, shall be as set forth in
      this
      Agreement. The Class R-II Interest and the REMIC II Regular Interests shall
      constitute the entire beneficial ownership interest in REMIC II.

     

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

     

    Section
      2.08  Issuance
      of Class R Certificates.

     

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

     

    Section
      2.09  Establishment
      of Trust.

     

    The
      Depositor does hereby establish, pursuant to the further provisions of this
      Agreement and the laws of the State of New York, an express trust to be known,
      for convenience, as “Nomura Home Equity Loan, Inc., Home Equity Loan Trust,
      Series 2006-HE2” and does hereby appoint HSBC Bank USA, National Association, as
      Trustee in accordance with the provisions of this Agreement.

     

    Section
      2.10  Purpose
      and Powers of the Trust.

     

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

     

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

     

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

     

    (c)  to
      make
      payments on the Certificates;

     

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

     

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

     

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

     

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    ARTICLE
      III


    ADMINISTRATION
      AND SERVICING OF THE MORTGAGE LOANS; ACCOUNTS

     

    Section
      3.01  The
      Servicer to act as Servicer.

     

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

     

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

     

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

     

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

     

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

     

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

     

    (a)  Except
      as
      otherwise provided in this Section 3.02, when any Mortgaged Property has
      been or is about to be conveyed by the Mortgagor, the Servicer shall to the
      extent that it has knowledge of such conveyance, enforce any due-on-sale clause
      contained in any Mortgage Note or Mortgage, to the extent permitted under
      applicable law and governmental regulations, but only to the extent that such
      enforcement will not adversely affect or jeopardize coverage under any Required
      Insurance Policy. Notwithstanding the foregoing, the Servicer shall not be
      required to exercise such rights with respect to a Mortgage Loan if the Person
      to whom the related Mortgaged Property has been conveyed or is proposed to
      be
      conveyed satisfies the terms and conditions contained in the Mortgage Note
      and
      Mortgage related thereto and the consent of the mortgagee under such Mortgage
      Note or Mortgage is not otherwise so required under such Mortgage Note or
      Mortgage as a condition to such transfer. In the event that the Servicer is
      prohibited by law from enforcing any such due-on-sale clause, or if coverage
      under any Required Insurance Policy would be adversely affected, or if
      nonenforcement is otherwise permitted hereunder, the Servicer is authorized,
      subject to Section 3.02(b), to take or enter into an assumption and
      modification agreement from or with the person to whom such property has been
      or
      is about to be conveyed, pursuant to which such person becomes liable under
      the
      Mortgage Note and, unless prohibited by applicable state law, the Mortgagor
      remains liable thereon, provided that the related Mortgage Loan shall continue
      to be covered (if so covered before the Servicer enters into such an agreement)
      by the applicable Required Insurance Policies. The Servicer, subject to
      Section 3.02(b), is also authorized with the prior approval of the insurers
      under any Required Insurance Policies to enter into a substitution of liability
      agreement with such Person, pursuant to which the original Mortgagor is released
      from liability and such Person is substituted as Mortgagor and becomes liable
      under the Mortgage Note. Notwithstanding the foregoing, the Servicer shall
      not
      be deemed to be in default under this Section 3.02(a) by reason of any
      transfer or assumption that it reasonably believes it is restricted by law
      from
      preventing.

     

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

     

    Section
      3.03  Subservicers.

     

    The
      Servicer shall perform all of its servicing responsibilities hereunder or may
      cause a Subservicer to perform any such servicing responsibilities on its
      behalf, but the use by the Servicer of a Subservicer shall not release the
      Servicer from any of its obligations hereunder with respect to the related
      Mortgage Loans. Any subservicing arrangement and the terms of the related
      Subservicing Agreement must provide for the servicing of such Mortgage Loans
      in
      a manner consistent with the servicing arrangements contemplated hereunder
      and
      the Servicer shall cause any Subservicer to comply with the provisions of this
      Agreement (including, without limitation, to provide the information required
      to
      be delivered under Sections 3.13, 3.14 and 3.18 hereof), to the same extent
      as
      if such Subservicer were the related Servicer. Each Subservicer shall be (i)
      authorized to transact business in the state or states where the related
      Mortgaged Properties it is to service are situated, if and to the extent
      required by applicable law to enable the Subservicer to perform its obligations
      hereunder and under the Subservicing Agreement and (ii) a Freddie Mac or Fannie
      Mae approved mortgage servicer. The Servicer shall promptly, upon request,
      provide to the Master Servicer, the Trustee and the Depositor a written
      description (in form and substance satisfactory to the Master Servicer, the
      Trustee and the Depositor) of the role and function of each Subservicer utilized
      by the Servicer, specifying (i) the identity of each such Subservicer, (ii)
      which (if any) of such Subservicer are “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB, and (iii) which elements
      of
      the Servicing Criteria will be addressed in assessments of compliance provided
      by each Subservicer identified pursuant to clause (ii) of this subsection.
      The
      related Servicer shall be responsible for obtaining from each Subservicer and
      delivering to the Master Servicer any annual statement of compliance, assessment
      of compliance, attestation report and Sarbanes-Oxley related certification
      as
      and when required to be delivered. The Servicer shall pay all fees of each
      of
      its Subservicers from its own funds.

     

    Notwithstanding
      the foregoing, with respect to the Mortgage Loans, the Servicer shall be
      entitled to outsource one or more separate servicing functions to any person
      that does not meet the eligibility requirements for a Subservicer (each such
      person, a “Subcontractor”), so long as such outsourcing does not constitute the
      delegation of the Servicer’s obligation to perform all or substantially all of
      the servicing of the related Mortgage Loans to such Subcontractor. The Servicer
      shall promptly, upon request, provide to the Master Servicer, the Trustee and
      the Depositor a written description (in form and substance satisfactory to
      the
      Master Servicer, the Trustee and the Depositor) of the role and function of
      each
      Subcontractor utilized by the Servicer, specifying (i) the identity of each
      such
      Subcontractor “participating in the servicing function” within the meaning of
      Item 1122 of Regulation AB and (ii) which elements of the Servicing Criteria
      will be addressed in assessments of compliance provided by each such
      Subcontractor identified pursuant to clause (i) of this subsection; provided,
      however, that the Servicer shall not be required to provide the information
      in
      clause (i) or (ii) of this subsection until such time that the applicable
      assessment of compliance is due in accordance with Section 3.14 of this
      Agreement. In such event, the use by the Servicer of any such Subcontractor
      shall not release the Servicer from any of its obligations hereunder and the
      Servicer shall remain responsible hereunder for all acts and omissions of such
      Subcontractor as fully as if such acts and omissions were those of the Servicer,
      and the Servicer shall pay all fees and expenses of the Subcontractor from
      the
      Servicer’s own funds.

     

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

     

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

     

    Notwithstanding
      the foregoing, the Servicer shall not be relieved of its obligations hereunder
      with respect to the Mortgage Loans and shall be obligated to the same extent
      and
      under the same terms and conditions as if it alone were servicing and
      administering the Mortgage Loans. The Servicer shall be entitled to enter into
      an agreement with a Subservicer or Subcontractor, as applicable, for
      indemnification of the Servicer by the Subservicer or Subcontractor, as
      applicable, and nothing contained in this Agreement shall be deemed to limit
      or
      modify such indemnification.

     

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

     

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

     

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

     

    Section
      3.05  Maintenance
      of Hazard Insurance.

     

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

     

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

     

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

     

    Section
      3.06  Presentment
      of Claims and Collection of Proceeds.

     

    The
      Servicer shall prepare and present on behalf of the Trustee and the
      Certificateholders all claims under the applicable Insurance Policies and take
      such reasonable actions (including the negotiation, settlement, compromise
      or
      enforcement of the insured’s claim) as shall be necessary to permit recovery
      under such Insurance Policies. Any proceeds disbursed to the Servicer in respect
      of such Insurance Policies shall, within two Business Days of its receipt,
      be
      deposited in the Custodial Account, except that any amounts realized that are
      to
      be applied to the repair or restoration of the related Mortgaged Property as
      a
      condition precedent to the presentation of claims on the related Mortgage Loan
      to the insurer under any applicable Insurance Policy need not be so deposited
      (or remitted). Notwithstanding any provision to the contrary, the Servicer
      shall
      have no responsibility to a primary mortgage insurance policy unless it has
      been
      made aware of such policy, as reflected on the Mortgage Loan Schedule or
      otherwise and has been provided with adequate information to administer such
      policy.

     

    Section
      3.07  Maintenance
      of Insurance Policies.

     

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

     

    Section
      3.08  Reserved.

     

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

     

    (a)  The
      Servicer shall use reasonable efforts to foreclose upon or otherwise comparably
      convert the ownership of 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. In connection with such foreclosure
      or other conversion, the Servicer shall follow such practices and procedures
      as
      it shall deem necessary or advisable and as shall be normal and usual in its
      general mortgage servicing activities and the requirements of the insurer under
      any Required Insurance Policy; provided that the Servicer shall not be required
      to expend its own funds in connection with any foreclosure or towards the
      restoration of any property unless it shall determine (i) that such restoration
      and/or foreclosure will increase the proceeds of liquidation of the related
      Mortgage Loan after reimbursement to itself of such expenses and (ii) that
      such
      expenses will be recoverable to it through Liquidation Proceeds (respecting
      which it shall have priority for purposes of withdrawals from the Custodial
      Account). If the Servicer reasonably believes that Liquidation Proceeds with
      respect to any such Mortgage Loan would not be increased as a result of such
      foreclosure or other action, such Mortgage Loan will be charged-off and will
      become a Liquidated Loan. The Servicer will give notice of any such charge-off
      to the Securities Administrator. The Servicer shall be responsible for all
      other
      costs and expenses incurred by it in any such proceedings; provided that such
      costs and expenses shall be Servicing Advances and that it shall be entitled
      to
      reimbursement thereof from the proceeds of liquidation of the related Mortgaged
      Property, as contemplated in Section 3.27. If the Servicer has knowledge
      that a Mortgaged Property that it is contemplating acquiring in foreclosure
      or
      by deed-in-lieu of foreclosure is located within a one-mile radius of any site
      with environmental or hazardous waste risks known to it, the Servicer shall,
      prior to acquiring the Mortgaged Property, consider such risks and only take
      action in accordance with its established environmental review
      procedures.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      3.10  Servicing
      Compensation.

     

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

     

    Additional
      servicing compensation with respect to Mortgage Loans in the form of any Excess
      Liquidation Proceeds, Prepayment Interest Excess, if applicable, assumption
      fees, late payment charges, insufficient funds charges and ancillary income
      to
      the extent such fees or charges are received by the Servicer, all income and
      gain net of any losses realized from Permitted Investments with respect to
      funds
      in or credited to the Custodial Account shall be retained by the Servicer to
      the
      extent not required to be deposited in the Custodial Account pursuant to
      Section 3.27. The Servicer shall be required to pay all expenses incurred
      by it in connection with its servicing activities hereunder (including payment
      of any premiums for hazard insurance, as required by Section 3.05 and
      maintenance of the other forms of insurance coverage required by
      Section 3.07 and shall not be entitled to reimbursement therefor except as
      specifically provided herein.

     

    Section
      3.11  REO
      Property.

     

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

     

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

     

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

     

    Section
      3.12  Liquidation
      Reports.

     

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

     

    Section
      3.13  Annual
      Statement as to Compliance.

     

    (a)  The
      Servicer, the Master Servicer and the Securities Administrator shall deliver
      or
      otherwise make available (and shall cause each Additional Servicer 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 an Additional
      Servicer, 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 an Additional Servicer (other than the Servicer, the Master Servicer or
      the
      Securities Administrator), in all material respects throughout such year or
      portion thereof, or, if there has been a failure to fulfill any such obligation
      in any material respect, specifying each such failure known to such officer
      and
      the nature and status thereof.

     

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

     

    Section
      3.14  Assessments
      of Compliance and Attestation Reports.

     

    (a)  By
      March
      15 of
      each
      year, commencing in March 2007,
      the
      Servicer, the Master Servicer and the Securities Administrator, each at its
      own
      expense and pursuant to Item 1122(a) of Regulation AB, shall furnish or
      otherwise make available, and shall cause any Servicing Function Participant
      engaged by it to furnish, which in each case shall not be an expense of the
      Trust Fund, to the Securities Administrator and the Depositor, a report on
      an
      assessment of compliance with the Relevant Servicing Criteria that contains
      (A)
      a statement by such party of its responsibility for assessing compliance with
      the Relevant Servicing Criteria, (B) a statement that such party used the
      Relevant Servicing Criteria to assess compliance with the Relevant Servicing
      Criteria, (C) such party’s assessment of compliance with the Relevant Servicing
      Criteria for the period consisting of the prior calendar year, including, if
      there has been any material instance of noncompliance with the Relevant
      Servicing Criteria, a discussion of each such failure and the nature and status
      thereof, and (D) a statement that a registered public accounting firm has issued
      an attestation report on such party’s assessment of compliance with the Relevant
      Servicing Criteria for the period consisting of the prior calendar year;
      however, notwithstanding anything herein to the contrary, no Subcontractor
      will
      be required to deliver any assessment of compliance in any such given year
      in
      which a Form 10-K is not required to be filed.

     

    (b)  No
      later
      than February 1 of each year, commencing in February 2007, the Servicer and
      the
      Master Servicer shall forward to the Securities Administrator and the Depositor
      the name of each Servicing Function Participant engaged by it and what Relevant
      Servicing Criteria will be addressed in the report on assessment of compliance
      prepared by such Servicing Function Participant; provided, however, that the
      Master Servicer need not provide such information to the Securities
      Administrator so long as the Master Servicer and the Securities Administrator
      are the same entity. When the Servicer and the Master Servicer (or any Servicing
      Function Participant engaged by them) submit their assessments to the Securities
      Administrator, such parties will also at such time include the assessment (and
      attestation pursuant to paragraph (c) below) of each Servicing Function
      Participant engaged by it. 

     

    Promptly
      after receipt of each such report on assessment of compliance, (i) the Depositor
      shall review each such report and, if applicable, consult with the 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 each Servicing Agreement in respect of each
      Servicer and notify the Depositor of any exceptions. 

     

    In
      the
      event a Servicing Function Participant is terminated, assigns its rights and
      obligations under or resigns pursuant to the terms of this Agreement, or any
      other applicable agreement, as the case may be, such party shall provide, or
      cause a Servicing Function Participant engaged by it to provide, a report on
      assessment of compliance pursuant to this Section 3.14 with respect to the
      period of time it was subject to this Agreement or any other applicable
      agreement, as the case may be, 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 Servicer, the Master Servicer
      and
      the Securities Administrator, each at its own expense, shall cause, and shall
      cause any Servicing Function Participant engaged by such party to cause, which
      in each case shall not be an expense of the trust, a registered public
      accounting firm (which may also render other services to such Servicing Function
      Participants) and that is a member of the American Institute of Certified Public
      Accountants to furnish 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; however, notwithstanding anything herein to
      the
      contrary, no Subcontractor will be required to deliver any attestation in any
      such given year in which a Form 10-K is not required to be filed. 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. 

     

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

     

    In
      the
      event any Servicing Function Participant is terminated, assigns its rights
      and
      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.

     

    (d)  (i)For
      so
      long as the Trust Fund is subject to Exchange Act reporting requirements,
      failure of the Servicer to comply timely with this Section 3.14 shall be deemed
      a Servicer Default as to the Servicer, automatically, without notice and without
      any cure period, and the Master Servicer may, in addition to whatever rights
      the
      Master Servicer 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 Servicer under this Agreement and in and to the
      Mortgage Loans and the proceeds thereof without compensating the Servicer for
      the same. The Master Servicer shall so terminate the 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 Servicer to perform its obligations under this Section 3.14 on or before
      March 31 of each such year shall be deemed a Servicer Default as provided for
      in
      Section 8.01(a)(ix). The Master Servicer may terminate the Servicer by delivery
      of notice thereof via first class mail, facsimile or electronic
      mail.

     

    Section
      3.15  Books
      and Records.

     

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

     

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

     

    Section
      3.16  The
      Trustee.

     

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

     

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

     

    The
      Trustee shall execute and deliver as directed in writing by 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.

     

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

     

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

     

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

     

    (i)  any
      Servicer Default under the terms of this Agreement, any merger, consolidation
      or
      sale of substantially all of the assets of the Servicer, the Servicer’s
      engagement of any Subservicer to perform or assist in the performance of any
      of
      the Servicer’s obligations under this Agreement, any material litigation or
      governmental proceedings involving the Servicer (or its Subservicer or
      Subcontractor, as applicable) that is material to any REMIC III
      Certificateholder, and any affiliation or other significant relationship between
      the Servicer (or its Subservicer or Subcontractor, as applicable), any other
      Transaction Parties, Ownit Mortgage Solutions, Inc. and Quick Loan Funding
      Inc.

     

    (ii)  any
      merger, consolidation or sale of substantially all of the assets of the
      Servicer, the appointment of a Subservicer or a Successor Servicer by the
      Servicer or its designee; provided, such notice and description required under
      this clause (ii) shall be delivered at least fifteen (15) calendar days prior
      to
      the effective date of such event and shall be in writing and in form and
      substance reasonably satisfactory to the Sponsor, Depositor, Master Servicer
      and
      Securities Administrator in order to comply with the reporting obligations
      under
      Item 6.02 of Form 8-K.

     

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

     

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

     

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

     

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

     

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

     

    Section
      3.19  Release
      of Mortgage Files.

     

    (a)  Upon
      becoming aware of the payment in full of any Mortgage Loan, or the receipt
      by
      the 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 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 Article V 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 three (3) 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 unless determined to be a
      Servicing Advance.

     

    (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, within
      three (3) Business Days following 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  Documents,
      Records and Funds in Possession of the Servicer to be held for
      Trustee.

     

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

     

    Section
      3.21  Possession
      of Certain Insurance Policies and Documents.

     

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

     

    Section
      3.22  [Reserved].

     

    Section
      3.23  UCC.

     

    The
      Sponsor agrees to execute and file continuation statements for any Uniform
      Commercial Code financing statements which the Sponsor has informed the Trustee
      were filed on the Closing Date in connection with the Trust. The Sponsor shall
      file any financing statements or amendments and continuation statements thereto
      required by any change in the Uniform Commercial Code.

     

    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 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 Remittance Date in the month immediately following the
      month in which the Purchase Price was deposited in the Custodial
      Account.

     

    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, 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  Collection
      of Mortgage Loan Payments; Custodial Account.

     

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

     

    (b)  The
      Servicer shall establish and maintain a segregated Custodial Account (which
      shall at all times be an Eligible Account) with a depository institution in
      the
      name of the Servicer for the benefit of the Trustee on behalf of the
      Certificateholders and designated “HSBC Bank USA, National Association, as
      trustee for registered holders of Nomura Home Equity Loan, Inc., Asset-Backed
      Certificates, Series 2006-HE2.” On behalf of the Trust Fund, the Servicer shall
      deposit or cause to be deposited in the clearing account in which it customarily
      deposits payments and collection on mortgage loans in connection with its
      mortgage loan servicing activities on a daily basis and in no event more than
      one Business Day after the Servicer’s receipt thereof, and shall thereafter
      deposit in the Custodial Account, in no event more than two Business Days after
      the Servicer’s receipt thereof, except as otherwise specifically provided
      herein, the following payments and collections remitted by subservicers or
      received by it in respect of the Mortgage Loans subsequent to the Cut-off Date
      (other than in respect of principal and interest due on the Mortgage Loans
      on or
      before the Cut-off Date) and the following amounts required to be deposited
      hereunder:

     

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

     

    (ii)  all
      payments on account of interest on the Mortgage Loans net of the Servicing
      Fee
      permitted under Section 3.10 and any Prepayment Interest
      Excess;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      3.27  Permitted
      Withdrawals From the Custodial Account.

     

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

     

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

     

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

     

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

     

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

     

    (v)  to
      pay
      itself any unpaid Servicing Fees, including any unpaid Servicing Fees to the
      extent not recoverable from Liquidation Proceeds, Insurance Proceeds or other
      amounts received with respect to any Liquidated Loan, and to reimburse itself
      or
      any Advance Financing Person for any unreimbursed Servicing Advances, provided,
      however, that the Servicer’s or such Advance Financing Person’s right to
      reimbursement for Servicing Advances pursuant to this subclause (v) with respect
      to any Mortgage Loan shall be limited to amounts received on particular Mortgage
      Loan(s) (including, for this purpose, late recoveries of payments of principal
      and/or interest, Liquidation Proceeds, Insurance Proceeds, condemnation proceeds
      and purchase and repurchase proceeds) that represent late recoveries of the
      payments for which such Servicing Advances were made;

     

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

     

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

     

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

     

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

     

    In
      addition, no later than 3:00 p.m. Eastern time on the Remittance Date, the
      Servicer shall withdraw from the Custodial Account and remit to the Securities
      Administrator (a) all amounts deposited in the Custodial Account as of the
      close
      of business on the last day of the related Due Period (net of charges against
      or
      withdrawals from the Custodial Account pursuant to this Section 3.27(a)),
      plus (b) all Advances, if any, which the Servicer is obligated to make pursuant
      to Section 5.01, minus (c) any amounts attributable to Principal
      Prepayments, Liquidation Proceeds, Insurance Proceeds or condemnation proceeds
      received after the applicable Prepayment Period, which amounts shall be remitted
      on the following Remittance Date, together with any Compensating Interest
      required to be deposited in the Custodial Account in connection with such
      Principal Prepayment in accordance with Section 5.02, and minus (d) any
      amounts attributable to Scheduled Payments collected but due on a Due Date
      or
      Due Dates subsequent to the first day of the month in which such Remittance
      Date
      occurs, which amounts shall be remitted on the Remittance Date next succeeding
      the Due Date related to such Scheduled Payment.

     

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

     

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

     

    (b)  Notwithstanding
      the foregoing, any Amounts Held For Future Distribution withdrawn by the
      Servicer as permitted in Section 3.27(a)(ii) in reimbursement of Advances
      previously made by the Servicer shall be appropriately reflected in the
      Servicer’s records and replaced by the Servicer by deposit in the Custodial
      Account, no later than the close of business on the Remittance Date immediately
      following the Due Period or Prepayment Period for which such amounts relate.
      The
      Securities Administrator will notify the Servicer and the Master Servicer by
      the
      close of business on the Business Day prior to the Distribution Date in the
      event that the amount remitted by the Servicer to the Securities Administrator
      on such date is less than the Advances required to be made by the Servicer
      for
      the related Distribution Date.

     

    Section
      3.28  Reports
      to Master Servicer.

     

    (a)  Not
      later
      than 3:00 p.m. Eastern time on the eighteenth (18th) calendar day of each month
      (or if such eighteenth calendar day is not a Business Day, the immediately
      following Business Day), the Servicer shall furnish to the Master Servicer
      (i)
      (a) monthly loan data in a mutually agreed-upon format, (b) default loan data
      in
      the format set forth in Exhibit X-1 hereto (or in such other format mutually
      agreed-upon between the Servicer and the Master Servicer) and (c) information
      regarding realized losses and gains in the format set forth in Exhibit X-2
      hereto (or in such other format mutually agreed between the Servicer and the
      Master Servicer), in each case relating to the period ending on the last day
      of
      the preceding calendar month, (ii) all such information reasonably required
      pursuant to clause (i)(a) above on a magnetic tape, electronic mail, or other
      similar media reasonably acceptable to the Master Servicer and (iii) all
      supporting documentation with respect to the information required pursuant
      to
      clause (i)(c) above.

     

    (b)  In
      addition, each month the Servicer shall provide to the Depositor, or the
      Depositor’s designee, which may include NovaStar Mortgage, Inc. (“NovaStar”),
      loan-level performance data of each Mortgage Loan listed on the Mortgage Loan
      Schedule as having been originated by NovaStar. For purposes of this subsection,
      loan level performance data shall be limited to the following: (i) date (as
      of
      end of the month); (ii) loan id; (iii) current interest rate; (iv) actual
      beginning principal balance; (v) actual ending principal balance; (vi) scheduled
      principal and interest; (vii) scheduled principal; (viii) actual principal
      collected account; (ix) actual gross interest collected amount; (x) next payment
      due date; (xi) loan modification flag (Y/N); (xii) in foreclosure (Y/N); (xiii)
      in REO (Y/N); (xiv) bankruptcy type (7, 11, 13 or blank); (xv) post-petition
      due
      date (for bankruptcy chapter 13 loans only); (xvi) paid-in-full
      date;
      (xvii) paid-in-full principal; (xviii) prepay penalty collected amount; (xix)
      foreclosure completed date; (xx) liquidation date; (xxi) liquidation type (REO
      sale, short sale, third party sale, write off, other); (xxii) loss amount before
      any mortgage insurance claim; (xxiii) mortgage insurance company name; (xxiv)
      mortgage insurance claim received amount.

     

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

     

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

     

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

     

    
      	Section
              3.30  	
              Adjustments
                to Mortgage Rate and Scheduled Payment.

            


    

     

    On
      each
      applicable Adjustment Date, the Mortgage Rate with respect to each adjustable
      rate Mortgage Loan shall be adjusted, in compliance with the requirements of
      the
      related Mortgage and Mortgage Note, to equal the sum of the Index plus the
      Gross
      Margin (rounded in accordance with the related Mortgage Note) subject to the
      applicable Periodic Rate Cap, Maximum Mortgage Interest Rate and Minimum
      Mortgage Interest Rate, as set forth in the Mortgage Note. The Servicer shall
      execute and deliver the notices required by each Mortgage and Mortgage Note,
      applicable laws and regulations regarding interest rate adjustments. The
      Servicer shall also provide timely notification to the Master Servicer of all
      applicable data and information regarding such interest rate adjustments and
      the
      Servicer’s methods of implementing such interest rate adjustments. Upon the
      discovery by the Servicer or the Master Servicer that the Servicer has failed
      to
      adjust a Mortgage Rate or a Scheduled Payment pursuant to the terms of the
      related Mortgage Note and Mortgage, the Servicer shall immediately deposit
      in
      the Custodial Account from its own funds the amount of any interest loss caused
      thereby without reimbursement therefor.

     

    Section
      3.31  Distribution
      Account.

     

    (a)  The
      Securities Administrator shall establish and maintain in the name of the
      Trustee, for the benefit of the Certificateholders, the 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 and all payments
      and recoveries in respect of interest on the Mortgage Loans withdrawn by the
      Servicer from the Custodial Account and remitted by the 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 a Custodial
      Account;

     

    (v)  The
      Purchase Price with respect to any 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 Mortgage Loans purchased by the Depositor
      pursuant to Section 3.24, and all proceeds of any Mortgage Loans or
      property acquired with respect thereto repurchased by the Master Servicer
      pursuant to Section 10.01;

     

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

     

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

     

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

     

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

     

    Section
      3.32  Permitted
      Withdrawals and Transfers from the Distribution Account.

     

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

     

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

     

    (ii)  to
      reimburse the 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 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 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.

     

    (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 this
      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 enforce the
      Servicer’s obligation to perform and observe the covenants, obligations and
      conditions to be performed or observed by the Servicer under this Agreement.
      The
      Master Servicer shall independently and separately monitor the Servicer’s
      servicing activities 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 agreeable 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 or any other
      executed document delivered by the Trustee pursuant to this paragraph and shall
      be indemnified by the Master Servicer and 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 the Servicer.

     

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

     

    To
      the
      extent that the costs and expenses related to the termination of the Servicer,
      appointment of a Successor Servicer or the transfer and assumption of servicing
      by the Master 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 this Agreement) are not fully and timely
      reimbursed by the terminated Servicer, the Master Servicer 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 this Agreement.

     

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

     

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

     

    The
      Master Servicer shall transmit to the Trustee or Custodian such documents and
      instruments coming into the possession of the Master Servicer from time to
      time
      as are required by the terms hereof to be delivered to the Trustee or the
      Custodian. Any funds received by the Master Servicer in respect of any Mortgage
      Loan or which otherwise are collected by the Master Servicer as Liquidation
      Proceeds, Insurance Proceeds or Subsequent Recoveries in respect of any Mortgage
      Loan shall be held for the benefit of the Trustee and the Certificateholders
      subject to the Master Servicer’s right to retain or withdraw from the
      Distribution Account the Master Servicing Compensation and other amounts
      provided in this Agreement. The Master Servicer, to the extent required by
      Article III, shall enforce the Servicer’s obligation 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 this 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 this Agreement. It is understood and agreed that such
      insurance shall be with insurers meeting the eligibility requirements set forth
      in this 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, under any
      insurance policies (other than amounts to be applied to the restoration or
      repair of the property subject to the related Mortgage or released to the
      Mortgagor in accordance with this Agreement) shall be deposited into the
      Distribution Account, subject to withdrawal pursuant to
      Section 3.32.

     

    Section
      4.08  Presentment
      of Claims and Collection of Proceeds. 

     

    The
      Master Servicer shall enforce the Servicer’s obligation 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 this 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 the Master Servicer or the
      Servicer, would have been covered thereunder. The Master Servicer shall use
      its
      best reasonable efforts to enforce the Servicer’s obligation to keep in force
      and effect (to the extent that the related 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. The Master
      Servicer shall not, and (to the extent within its control) shall not permit
      the
      Servicer to, cancel or refuse to renew any primary mortgage insurance policy
      that is in effect at the date of the initial issuance of the Mortgage Note
      and
      is required to be kept in force hereunder except in accordance with the
      provisions of this Agreement.

     

    The
      Master Servicer agrees to enforce the Servicer’s obligation 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
      has
      fulfilled its obligations under this 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 foreclose upon,
      repossess or otherwise comparably convert the ownership of Mortgaged Properties
      securing such of the Mortgage Loans as come into and continue in default and
      as
      to which no satisfactory arrangements can be made for collection of delinquent
      payments, all in accordance with this Agreement.

     

    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 to retain all income and gain realized
      from any investment of funds in the Distribution Account. 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 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. Further, the Master Servicer shall 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 enforce the Servicer’s
      obligation to protect and conserve, such REO Property in the manner and to
      the
      extent required by this Agreement, in accordance with the REMIC Provisions
      and
      in a manner that does not result in a tax on “net income from foreclosure
      property” or cause such REO Property to fail to qualify as “foreclosure
      property” within the meaning of Section 860G(a)(8) of the
      Code.

     

    The
      Master Servicer shall enforce 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 this 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;
      Advance Facility.

     

    (a)  The
      Servicer shall make an Advance with respect to any Mortgage Loan and deposit
      such Advance in the Distribution Account no later than noon Eastern time on
      the
      Remittance Date in immediately available funds. The amount of any Advances
      to be
      made by the Servicer on any Distribution Date shall equal (i) the aggregate
      amount of Monthly Payments (net of the related Servicing Fees), due during
      the
      related Due Period in respect of the Mortgage Loans, which Monthly Payments
      were
      delinquent as of the close of business on the related Determination Date and
      (ii) with respect to each REO Property, which was acquired during or prior
      to
      the related Prepayment Period and as to which an REO Disposition did not occur
      during the related Prepayment Period, an amount equal to the excess, if any,
      of
      the REO Imputed Interest on such REO Property for the most recently ended
      calendar month, over the net income from such REO Property deposited in the
      Custodial Account pursuant to Section 3.26 of this Agreement for distribution
      on
      such Distribution Date; provided, however, the Servicer shall not be required
      to
      make P&I Advances with respect to Relief Act Interest Shortfalls, or with
      respect to Prepayment Interest Shortfalls in excess of its obligations under
      Section 5.02. For purposes of the preceding sentence, the Monthly Payment on
      each Balloon Mortgage Loan with a delinquent Balloon Payment is equal to the
      assumed monthly payment that would have been due on the related Due Date based
      on the original principal amortization schedule for such Balloon Mortgage Loan.
      The Servicer shall be obligated to make any such Advance only to the extent
      that
      such advance would not be a Nonrecoverable Advance. If a Servicer shall have
      determined that it has made a Nonrecoverable Advance or that a proposed Advance
      or a lesser portion of such Advance would constitute a Nonrecoverable Advance,
      the Servicer shall deliver (i) to the Securities Administrator for the benefit
      of the Certificateholders funds constituting the remaining portion of such
      Advance, if applicable, and (ii) to Master Servicer an Officer’s Certificate
      setting forth the basis for such determination.

     

    In
      lieu
      of making all or a portion of such Advance from its own funds, the Servicer
      may
      (i) cause to be made an appropriate entry in its records relating to its
      Custodial Account that any Amounts Held for Future Distribution has been used
      by
      it in discharge of its obligation to make any such Advance and (ii) transfer
      such funds from its Custodial Account to the Distribution Account. Any funds
      so
      applied and transferred shall be replaced by the Servicer by deposit in the
      Distribution Account, no later than the close of business on any future
      Remittance Date on which the funds on deposit in its Custodial Account shall
      be
      less than the amount required to be remitted to the Securities Administrator
      on
      such Remittance Date. The Securities Administrator will notify the Servicer
      and
      the Master Servicer by the close of business on the Business Day prior to the
      Distribution Date in the event that the amount remitted by the Servicer to
      the
      Securities Administrator on such date is less than the Advances required to
      be
      made by the Servicer for the related Distribution Date.

     

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

     

    Subject
      to and in accordance with the provisions of Article VIII hereof, in the event
      that the Servicer fails to make such Advance, then the Master Servicer, as
      a
      Successor Servicer, shall be obligated to make such Advance only to the extent
      such Advance, if made, would not constitute a Nonrecoverable Advance, subject
      to
      the provisions of this Section 5.01 and Section 8.02.

     

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


     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      5.02  Compensating
      Interest Payments.

     

    In
      the
      event that there is a Prepayment Interest Shortfall arising from a voluntary
      Principal Prepayment in 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 its Custodial Account, as a reduction of and to the extent
      of, the Servicing Fee for such Distribution Date, no later than the close of
      business on the Remittance Date immediately preceding such Distribution Date,
      an
      amount equal to the Prepayment Interest Shortfall; and in case of such deposit,
      the Servicer shall not be entitled to any recovery or reimbursement from the
      Depositor, the Trustee, the Sponsor, the Trust Fund, the Master Servicer or
      the
      Certificateholders.

     

    Section
      5.03  REMIC
      Distributions.

     

    On
      each
      Distribution Date the Securities Administrator, shall be deemed to allocate
      distributions to the REMIC I Regular Interests and REMIC II Regular Interests
      in
      accordance with Section 5.07 hereof.

     

    Section
      5.04  Distributions.

     

    (a)  On
      each
      Distribution Date, the Securities Administrator will withdraw funds on deposit
      in the Distribution Account and make distributions to the Certificateholders
      in
      accordance with the Remittance Report for such Distribution Date, in the
      following order of priority:

     

    (i)  On
      each
      Distribution Date, the Interest Remittance Amount for such Distribution Date
      will be paid in the following order of priority:

     

    (1) any
      Net
      Swap Payment or Swap Termination Payment paid to the Supplemental Interest
      Trust
      and owed to the Swap Provider (unless the Swap Provider is the sole Defaulting
      Party or the sole Affected Party (as defined in the ISDA Master Agreement)
      and
      to the extent not paid by the Securities Administrator from any upfront payment
      received pursuant to any replacement Interest Rate Swap Agreement that may
      be
      entered into by the Supplemental Interest Trust Trustee);

     

    (2) to
      the
      Senior Certificates, pro rata based on amounts due, Current Interest and any
      Carryforward Interest for each such Class and such Distribution
      Date;

     

    (3) to
      the
      Class M-1 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and Distribution Date;

     

    (4) to
      the
      Class M-2 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and Distribution Date;

     

    (5) to
      the
      Class M-3 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and Distribution Date;

     

    (6) to
      the
      Class M-4 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and Distribution Date;

     

    (7) to
      the
      Class M-5 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and Distribution Date; 

     

    (8) to
      the
      Class M-6 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and Distribution Date;

     

    (9) to
      the
      Class M-7 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and Distribution Date;

     

    (10) to
      the
      Class M-8 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and Distribution Date;

     

    (11) to
      the
      Class M-9 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and Distribution Date;

     

    (12) to
      the
      Class B-1 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and Distribution Date; and

     

    (13) to
      the
      Class B-2 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and Distribution Date.

     

    (ii)  The
      Principal Payment Amount will be paid on each Distribution Date as
      follows:

     

    I. On
      each
      Distribution Date (a) prior to the Stepdown Date or (b) with respect to which
      a
      Trigger Event is in effect, the Principal Payment Amount will be paid in the
      following order of priority:

     

    
      	
              (i)

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

            
	
              (ii)

            	
              sequentially,
                to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates,
                in that
                order, until the Certificate Principal Balance of each such Class
                has been
                reduced to zero;

            
	 	 
	
              (iii)

            	
              to
                the Class M-1 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (iv)

            	
              to
                the Class M-2 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (v)

            	
              to
                the Class M-3 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (vi)

            	
              to
                the Class M-4 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (vii)

            	
              to
                the Class M-5 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (viii)

            	
              to
                the Class M-6 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (ix)

            	
              to
                the Class M-7 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (x)

            	
              to
                the Class M-8 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (xi)

            	
              to
                the Class M-9 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (xii)

            	
              to
                the Class B-1 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (xiii)

            	
              to
                the Class B-2 Certificates, until its Certificate Principal Balance
                is
                reduced to zero; and

            
	 	 
	
              (xiv)

            	
              for
                application as part of Monthly Excess Cashflow for such Distribution
                Date
                pursuant to subclause (iii) below, any such Principal Payment Amount
                remaining after application pursuant to clauses I(i) through (xiii)
                above.

            


    

    


    II. On
      each
      Distribution Date (a) on or after the Stepdown Date and (b) with respect to
      which a Trigger Event is not in effect, the Principal Payment Amount will be
      paid in the following order of priority:

     

    
      	
              (i)

            	
              to
                the Supplemental Interest Trust from the Principal Payment Amount,
                any Net
                Swap
                Payment or Swap Termination Payment owed to the Swap Provider (unless
                the
                Swap Provider is the sole Defaulting Party or the sole Affected Party
                (as
                defined in the ISDA Master Agreement and to the extent not paid by
                the
                Securities Administrator from any upfront payment received pursuant
                to any
                replacement Interest Rate Swap Agreement that may be entered into
                by the
                Supplemental Interest Trust Trustee)) remaining unpaid after the
                distribution of the Interest Remittance Amount on such Distribution
                Date;

            
	 	 
	
              (ii)

            	
              from
                the Senior Principal Payment Amount, sequentially, to the Class A-1,
                Class
                A-2, Class A-3 and Class A-4 Certificates, in that order, until the
                Certificate Principal Balance of each such Class has been reduced
                to
                zero;

            
	 	 
	
              (iii)

            	
              to
                the Class M-1 Certificates, the Class M-1 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance is
                reduced
                to zero;

            
	 	 
	
              (iv)

            	
              to
                the Class M-2 Certificates, the Class M-2 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance is
                reduced
                to zero;

            
	 	 
	
              (v)

            	
              to
                the Class M-3 Certificates, the Class M-3 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance is
                reduced
                to zero; 

            
	 	 
	
              (vi)

            	
              to
                the Class M-4 Certificates, the Class M-4 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance is
                reduced
                to zero; 

            
	 	 
	
              (vii)

            	
              to
                the Class M-5 Certificates, the Class M-5 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance is
                reduced
                to zero;

            
	 	 
	
              (viii)

            	
              to
                the Class M-6 Certificates, the Class M-6 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance is
                reduced
                to zero;

            
	 	 
	
              (ix)

            	
              to
                the Class M-7 Certificates, the Class M-7 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance is
                reduced
                to zero;

            
	 	 
	
              (x)

            	
              to
                the Class M-8 Certificates, the Class M-8 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance is
                reduced
                to zero;

            
	 	 
	
              (xi)

            	
              to
                the Class M-9 Certificates, the Class M-9 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance is
                reduced
                to zero;

            
	 	 
	
              (xii)

            	
              to
                the Class B-1 Certificates, the Class B-1 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance is
                reduced
                to zero;

            
	 	 
	
              (xiii)

            	
              to
                the Class B-2 Certificates, the Class B-2 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance is
                reduced
                to zero; and

            
	 	 
	
              (xiv)

            	
              for
                application as part of Monthly Excess Cashflow for such Distribution
                Date
                pursuant to clause (iii) below, any such Principal Payment Amount
                remaining after application pursuant to clauses II(i) through (xiii)
                above.

            
	 	 


    

    The
      foregoing notwithstanding, on and after the Distribution Date on which the
      aggregate Certificate Principal Balance of each class of Subordinate
      Certificates has been reduced to zero, distributions to the Senior Certificates
      will be allocated to the Class A-1, Class A-2, Class A-3 and Class A-4
      Certificates, on a pro rata basis based on the Certificate Principal Balance
      of
      each such Class, until the Certificate Principal Balance of each such Class
      has
      been reduced to zero.

     

    (iii)  On
      each
      Distribution Date, the Monthly Excess Cashflow will be distributed in the
      following order of priority:

     

    (1)(A) until
      the
      aggregate Certificate Principal Balance of the Publicly Offered Certificates
      and
      Class B Certificates equals the Aggregate Loan Balance for such Distribution
      Date minus the Targeted Overcollateralization Amount for such Distribution
      Date,
      on each Distribution Date (a) prior to the Stepdown Date or (b) with respect
      to
      which a Trigger Event is in effect, to the extent of Monthly Excess Interest
      for
      such Distribution Date, to the Publicly Offered Certificates and Class B
      Certificates, in the following order of priority:

     

    
      	
              (a)
                

            	
              sequentially,
                to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates,
                in that
                order, until the Certificate Principal Balance of each such Class
                has been
                reduced to zero;

            
	 	 
	
              (b)
                

            	
              to
                the Class M-1 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (c)
                

            	
              to
                the Class M-2 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (d)
                

            	
              to
                the Class M-3 Certificates, until its Certificate Principal Balance
                is
                reduced to zero; 

            
	 	 
	
              (e)
                

            	
              to
                the Class M-4 Certificates, until its Certificate Principal Balance
                is
                reduced to zero; and

            
	 	 
	
              (f)

            	
              to
                the Class M-5 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (g)

            	
              to
                the Class M-6 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (h)

            	
              to
                the Class M-7 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (i)

            	
              to
                the Class M-8 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (j)

            	
              to
                the Class M-9 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (k)

            	
              to
                the Class B-1 Certificates, until its Certificate Principal Balance
                is
                reduced to zero; and

            
	 	 
	
              (l)

            	
              to
                the Class B-2 Certificates, until its Certificate Principal Balance
                is
                reduced to zero; 

            


    

    


    (B) on
      each
      Distribution Date on or after the Stepdown Date and with respect to which a
      Trigger Event is not in effect, to fund any principal distributions required
      to
      be made on such Distribution Date set forth in Section 5.04(ii)II after
      giving effect to the distribution of the Principal Payment Amount for such
      date,
      in accordance with the priorities set forth therein;

     

    (2) to
      the
      Class M-1 Certificates, any Deferred Amount for such Class;

     

    (3) to
      the
      Class M-2 Certificates, any Deferred Amount for such Class; 

     

    (4) to
      the
      Class M-3 Certificates, any Deferred Amount for such Class; 

     

    (5) to
      the
      Class M-4 Certificates, any Deferred Amount for such Class;

     

    (6) to
      the
      Class M-5 Certificates, any Deferred Amount for such Class;

     

    (7) to
      the
      Class M-6 Certificates, any Deferred Amount for such Class;

     

    (8) to
      the
      Class M-7 Certificates, any Deferred Amount for such Class;

     

    (9) to
      the
      Class M-8 Certificates, any Deferred Amount for such Class;

     

    (10) to
      the
      Class M-9 Certificates, any Deferred Amount for such Class;

     

    (11) to
      the
      Class B-1 Certificates, any Deferred Amount for such Class;

     

    (12) to
      the
      Class B-2 Certificates, any Deferred Amount for such Class;

     

    (13) to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates,
      concurrently, any Basis Risk Shortfall for each such Class, on a pro rata basis
      based on the entitlement of each such Class;

     

    (14) to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class M-1 Certificates, any Basis Risk Shortfall for such Class;
      

     

    (15) to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class M-2 Certificates, any Basis Risk Shortfall for such Class;
      

     

    (16) to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class M-3 Certificates, any Basis Risk Shortfall for such Class;
      

     

    (17) to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class M-4 Certificates, any Basis Risk Shortfall for such
      Class;

     

    (18) to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class M-5 Certificates, any Basis Risk Shortfall for such
      Class;

     

    (19) to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class M-6 Certificates, any Basis Risk Shortfall for such
      Class;

     

    (20) to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class M-7 Certificates, any Basis Risk Shortfall for such
      Class;

     

    (21) to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class M-8 Certificates, any Basis Risk Shortfall for such
      Class;

     

    (22) to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class M-9 Certificates, any Basis Risk Shortfall for such
      Class;

     

    (23) to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class B-1 Certificates, any Basis Risk Shortfall for such
      Class;

     

    (24) to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class B-2 Certificates, any Basis Risk Shortfall for such
      Class;

     

    (25) to
      the
      Supplemental Interest Trust, any Swap Termination Payment owed to the Swap
      Provider in the event of a Swap Provider Trigger Event not paid on prior
      Distribution Dates and to the extent not paid by the Securities Administrator
      from any upfront payment received pursuant to any replacement Interest Rate
      Swap
      Agreement that may be entered into by the Supplemental Interest Trust
      Trustee;

     

    (26) to
      the
      Class X Certificates, the Class X Distribution Amount; and

     

    (27) to
      the
      Class R Certificates, any remaining amount. It is not anticipated that any
      amounts will be distributed to the Class R Certificates under this clause
      (27).

     

    Notwithstanding
      the foregoing, distributions pursuant to clauses (8) through (24) above on
      any
      Distribution Date will be made after giving effect to payments received pursuant
      to the Swap Agreement. On each Distribution Date, the Securities Administrator,
      after making the required distributions of interest and principal to the
      Certificates as described in clauses (i) and (ii) above and after the
      distribution of the Monthly Excess Cashflow as described in clause (iii) above,
      will withdraw from the Basis Risk Shortfall Reserve Fund the amounts on deposit
      therein and distribute such amounts to the Publicly Offered Certificates and
      Class B Certificates in respect of any Basis Risk Shortfalls 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 amount of
      any
      Basis Risk Shortfalls allocated to such Class for such Distribution Date;
      second, to the Class M-1 Certificates, the amount of any Basis Risk Shortfall
      allocated to such Class for such Distribution Date for such Class; third, to
      the
      Class M-2 Certificates, the amount of any Basis Risk Shortfall allocated to
      such
      Class for such Distribution Date for such Class; fourth, to the Class M-3
      Certificates, the amount of any Basis Risk Shortfalls allocated to such Class
      for such Distribution Date for such Class; fifth, to the Class M-4 Certificates,
      the amount of any Basis Risk Shortfalls allocated to such Class for such
      Distribution Date; sixth, to the Class M-5 Certificates, the amount of any
      Basis
      Risk Shortfalls allocated to such Class for such Distribution Date; seventh,
      to
      the Class M-6 Certificates, the amount of any Basis Risk Shortfall allocated
      to
      such Class for such Distribution Date for such Class; eighth, to the Class
      M-7
      Certificates, the amount of any Basis Risk Shortfall allocated to such Class
      for
      such Distribution Date for such Class; ninth, to the Class M-8 Certificates,
      the
      amount of any Basis Risk Shortfall allocated to such Class for such Distribution
      Date for such Class; tenth, to the Class M-9 Certificates, the amount of any
      Basis Risk Shortfall allocated to such Class for such Distribution Date for
      such
      Class; eleventh, to the Class B-1 Certificates, the amount of any Basis Risk
      Shortfall allocated to such Class for such Distribution Date for such Class;
      and
      twelfth, to the Class B-2 Certificates, the amount of any Basis Risk Shortfall
      allocated to such Class for such Distribution Date for such Class.

     

    (iv)  Subject
      to Section 10.02 hereof respecting the final distribution on a Class of
      Publicly Offered Certificates or a Class of Class B Certificates, on each
      Distribution Date the Securities Administrator shall make distributions to
      each
      Holder of a Publicly Offered Certificate or Class B 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 and
      Class B Certificates registered in the name of a Depository shall be made to
      such Depository in immediately available funds.

     

    (v)  Net
      Swap
      Payments and Swap Termination Payments (other than Swap Termination Payments
      resulting from a Swap Provider Trigger Event) payable by the Supplemental
      Interest Trust to the Swap Provider pursuant to the Swap Agreement shall be
      deducted from Interest Remittance Amount, and to the extent of any such
      remaining amounts due, from Principal Remittance Amount, prior to any
      distributions to the Certificateholders. On each Distribution Date, such amounts
      will be remitted to the Supplemental Interest Trust, first to make any Net
      Swap
      Trust Payment owed to the Swap Provider pursuant to the Swap Agreement for
      such
      Distribution Date, and second to make any Swap Termination Payment (not due
      to a
      Swap Provider Trigger Event) owed to the Swap Provider pursuant to the Swap
      Agreement for such Distribution Date. Any Swap Termination Payment due as a
      result of the occurrence of a Swap Provider Trigger Event owed to the Swap
      Provider pursuant to the Swap Agreement will be subordinated to distributions
      to
      the Holders of the Publicly Offered Certificates and Class B Certificates and
      shall be paid as set forth in Section 5.04(a)(iii)(25).

     

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

     

    (i)  concurrently
      to the Senior Certificates, on a pro rata basis based on the entitlement of
      each
      such Class, in an amount equal to any Carryforward Interest for such Class
      or
      Classes to the extent not covered by the Interest Remittance Amount on that
      Distribution Date and solely to the extent the amount of any Carryforward
      Interest is a result of the allocation of the interest portion of Realized
      Losses;

     

    (ii)  concurrently
      to the Senior Certificates and Subordinate Certificates, on a pro rata basis
      based on the entitlement of each such Class, an amount equal to any Principal
      Payment Amount, to the extent not covered by the Monthly Excess Cashflow on
      that
      Distribution Date and solely to the extent the payment of the Extra Principal
      Distribution Amount is as a result of current or prior period Realized Losses,
      to be included in the Principal Payment Amount for that Distribution Date and
      payable as provided under Section 5.04(a)(ii) above;

     

    (iii)  sequentially,
      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8, Class M-9, Class B-1 and Class B-2 Certificates, in that order,
      in an amount equal to any Carryforward Interest for such Class or Classes to
      the
      extent not covered by the Monthly Excess Cashflow on that Distribution Date
      and
      solely to the extent the amount of any Carryforward Interest is as a result
      of
      the allocation of the interest portion of Realized Losses; 

     

    (iv)  sequentially,
      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8, Class M-9, Class B-1 and Class B-2 Certificates, in an amount
      equal to any Applied Loss Amount for such Class or Classes, to the extent not
      covered by the Monthly Excess Cashflow on that Distribution Date; 

     

    (v)  to
      the
      Basis Risk Shortfall Reserve Fund, to pay the Senior Certificates and
      Subordinate Certificates as follows: first, to the Senior Certificates, on
      a pro
      rata basis based on the entitlement of each such Class, based on the aggregate
      amount of Basis Risk Shortfall Amounts for each such Class of Senior
      Certificates remaining unpaid, and second, sequentially, to the Class M-1,
      Class
      M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class
      M-9, Class B-1 and Class B-2 Certificates, in that order, any related Basis
      Risk
      Shortfall Amount for such Class or Classes remaining unpaid on such Distribution
      Date, in each case to the extent not covered by the Monthly Excess Cashflow
      on
      that Distribution Date; and

     

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

     

    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 this Agreement.

     

    (b)  The
      interest portion of Realized Losses on the Mortgage Loans 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 shall be
      allocated on each Distribution Date as follows: first, in reduction of Net
      Swap
      Payments paid by the Swap Provider under the Interest Rate Swap Agreement and
      the Monthly Excess Cashflow for such Distribution date; second, to the Class
      X
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero; third, to the Class B-2 Certificates, until the Certificate Principal
      Balance thereof has been reduced to zero; fourth, to the Class B-1 Certificates,
      until the Certificate Principal Balance thereof has been reduced to zero; fifth,
      to the Class M-9 Certificates, until the Certificate Principal Balance thereof
      has been reduced to zero; sixth, to the Class M-8 Certificates, until the
      Certificate Principal Balance thereof has been reduced to zero; seventh, to
      the
      Class M-7 Certificates, until the Certificate Principal Balance thereof has
      been
      reduced to zero; eighth, to the Class M-6 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero; ninth, to the Class M-5
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero; tenth, to the Class M-4 certificates, until the Certificate Principal
      Balance thereof has been reduced to zero; eleventh, to the Class M-3
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero; thirteenth, to the Class M-2 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero; and fourteenth, 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 Classes of Subordinate 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 Subordinate 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 Class of Certificates, on such Distribution
      Date.

     

    Any
      allocation of the principal portion of Realized Losses to a Class of Subordinate
      Certificates 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 a Class X Certificate shall be made by reducing the amount otherwise
      payable in respect thereof pursuant to Section 5.04(iii)(26). 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)  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 this Agreement that any Subsequent Recoveries have been collected
      by a Servicer with respect to the Mortgage Loans, the amount of such Subsequent
      Recoveries will be applied to increase the Certificate Principal Balance of
      the
      Class of Subordinate Certificates with the highest payment priority to which
      Realized Losses on the Mortgage Loans have been allocated, but not by more
      than
      the amount of Realized Losses previously allocated to that Class of Subordinate
      Certificates pursuant to this Section 5.05. After the Certificate Principal
      Balances of any Class of Subordinate Certificates have been increased up to
      the
      amount of Realized Losses allocated thereto pursuant to this Section 5.05
      to the extent that such Applied Loss Amounts have not been paid to such
      certificates as a Deferred Amount, any additional Subsequent Recoveries with
      respect to the Mortgage Loans will be applied to increase the Certificate
      Principal Balance of the remaining Subordinate Certificates, beginning with
      the
      Class of Subordinate 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 but only to the extent that any
      such Applied Loss Amount has not been paid to any Class of Certificates as
      a
      Deferred Amount. 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
      Class of Subordinate Certificate in accordance with its respective Percentage
      Interest. 

     

    (e)  With
      respect to the REMIC I Regular Interests, all Realized Losses on the Mortgage
      Loans shall be allocated on each Distribution Date first, to REMIC I Regular
      Interest I until the Uncertificated Principal Balance has been reduced to zero,
      and second, to REMIC I Regular Interest I-1-A through REMIC I Regular Interest
      I-36-B, starting with the lowest numerical denomination until such REMIC I
      Regular Interest has been reduced to zero, provided that, for REMIC I Regular
      Interests with the same numerical denomination, such Realized Losses shall
      be
      allocated pro rata between such REMIC I Regular Interests. 

     

    (f)  All
      Realized Losses on the Mortgage Loans shall be allocated on each Distribution
      Date to the following REMIC II Regular Interests in the specified percentages,
      as follows: first, to Uncertificated Accrued Interest payable to the REMIC
      II
      Regular Interest LT-AA and REMIC II Regular Interest LT-ZZ up to an aggregate
      amount equal to the REMIC II Interest Loss Allocation Amount, 98% and 2%,
      respectively; second, to the Uncertificated Principal Balances of REMIC II
      Regular Interest LT-AA and REMIC II Regular Interest LT-ZZ up to an aggregate
      amount equal to the REMIC II Principal Loss Allocation Amount, 98% and 2%,
      respectively; third, to the Uncertificated Principal Balances of REMIC II
      Regular Interest LT-AA, REMIC II Regular Interest LT-B2 and REMIC II Regular
      Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC II Regular Interest LT-B2 has been reduced to zero; fourth,
      to
      the Uncertificated Principal Balances of REMIC II Regular Interest LT-AA, REMIC
      II Regular Interest LT-B1 and REMIC II Regular Interest LT-ZZ, 98%, 1% and
      1%,
      respectively, until the Uncertificated Principal Balance of REMIC II Regular
      Interest LT-B1 has been reduced to zero; fifth, to the Uncertificated Principal
      Balances of REMIC II Regular Interest LT-AA, REMIC II Regular Interest LT-M9
      and
      REMIC II Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until the
      Uncertificated Principal Balance of REMIC II Regular Interest LT-M9 has been
      reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC II
      Regular Interest LT-AA, REMIC II Regular Interest LT-M8 and REMIC II Regular
      Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC II Regular Interest LT-M8 has been reduced to zero; seventh,
      to
      the Uncertificated Principal Balances of REMIC II Regular Interest LT-AA, REMIC
      II Regular Interest LT-M7 and REMIC II Regular Interest LT-ZZ, 98%, 1% and
      1%,
      respectively, until the Uncertificated Principal Balance of REMIC II Regular
      Interest LT-M7 has been reduced to zero; eighth, to the Uncertificated Principal
      Balances of REMIC II Regular Interest LT-AA, REMIC II Regular Interest LT-M6
      and
      REMIC II Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until the
      Uncertificated Principal Balance of REMIC II Regular Interest LT-M6 has been
      reduced to zero; ninth, to the Uncertificated Principal Balances of REMIC II
      Regular Interest LT-AA, REMIC II Regular Interest LT-M5 and REMIC II Regular
      Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC II Regular Interest LT-M5 has been reduced to zero; tenth,
      to
      the Uncertificated Principal Balances of REMIC II Regular Interest LT-AA, REMIC
      II Regular Interest LT-M4 and REMIC II Regular Interest LT-ZZ, 98%, 1% and
      1%,
      respectively, until the Uncertificated Principal Balance of REMIC II Regular
      Interest LT-M4 has been reduced to zero; eleventh, to the Uncertificated
      Principal Balances of REMIC II Regular Interest LT-AA, REMIC II Regular Interest
      LT-M3 and REMIC II Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until
      the Uncertificated Principal Balance of REMIC II Regular Interest LT-M3 has
      been
      reduced to zero; twelfth, to the Uncertificated Principal Balances of REMIC
      II
      Regular Interest LT-AA, REMIC II Regular Interest LT-M2 and REMIC II Regular
      Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC II Regular Interest LT-M2 has been reduced to zero; and
      thirteenth, to the Uncertificated Principal Balances of REMIC II Regular
      Interest LT-AA, REMIC II Regular Interest LT-M1 and REMIC II Regular Interest
      LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance
      of REMIC II Regular Interest LT-M1 has been reduced to zero.

     

    Section
      5.06  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 and the Credit Risk
      Manager 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 Monthly Excess Interest with respect to
      the
      Certificates (if any) and (D) the amount of Prepayment Charges distributed
      to
      the Class P Certificates;

     

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

     

    (vi)  the
      Certificate Principal 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
      Section 3.02 of this Agreement or the Master Servicer pursuant to
      Section 4.14 of this Agreement;

     

    (x)  the
      cumulative amount of Realized Losses 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 and the Senior Enhancement Percentage, any
      Overcollateralization Deficiency Amount and any Overcollateralization Release
      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 Loan Group 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 Aggregate Loan Balance of all
      of
      the Mortgage Loans as of the related Due Period; 

     

    (xix)  the
      aggregate Servicing Fee received by the Servicer, and the Master Servicing
      Fees,
      if any, 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 Basis Risk Shortfalls and the amount in the Basis Risk Shortfall
      Reserve Fund after all deposits and withdrawals on such Distribution Date;
      

     

    (xxiii)  amounts
      payable in respect of the Swap Agreement; and

     

    (xxiv)  whether
      the Stepdown Date has occurred and whether any Trigger Event is in
      effect.

     

    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 Swap 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
      5.07  REMIC
      Designations, REMIC I and REMIC II Allocations.

     

    (a)  The
      Securities Administrator shall elect that each of REMIC I, REMIC II and REMIC
      III shall be treated as a REMIC under Section 860D of the Code. Any
      inconsistencies or ambiguities in this Agreement or in the administration of
      this Agreement shall be resolved in a manner that preserves the validity of
      such
      REMIC elections. The REMIC I Regular Interests shall constitute the assets
      of
      REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC
      III.

     

    (b)  On
      each
      Distribution Date, the following amounts, in the following order of priority
      and
      in accordance with the Remittance Report, shall be distributed by REMIC I to
      REMIC II on account of the REMIC I Regular Interests or withdrawn from the
      Distribution Account and distributed to the Holders of the Class R-I Interest,
      as the case may be:

     

    (i)  to
      Holders of each of REMIC I Regular Interest I and REMIC I Regular Interest
      I-1-A
      through I-36-B, pro rata, in an amount equal to (A) the Uncertificated Accrued
      Interest for such REMIC I Regular Interests for such Distribution Date, plus
      (B)
      any amounts payable in respect thereof remaining unpaid from previous
      Distribution Dates; 

     

    (ii)  to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (i)
      above, payments of principal shall be allocated to REMIC I Regular Interest
      I,
      then to REMIC I Regular Interests I-1-A through I-36-B starting with the lowest
      numerical denomination until the Uncertificated Principal Balance of each such
      REMIC I Regular Interest is reduced to zero, provided that, for REMIC I Regular
      Interests with the same numerical denomination, such payments of principal
      shall
      be allocated pro rata between such REMIC I Regular Interests; and

     

    (iii)  to
      the
      Holders of REMIC I Regular Interest P, (A) on each Distribution Date, 100%
      of
      the amount paid in respect of Prepayment Charges and (B) on the Distribution
      Date in May 2011 until $100 has been distributed pursuant to this
      clause.

     

    (c)  On
      each
      Distribution Date, the following amounts, in the following order of priority
      and
      in accordance with the Remittance Report, shall be distributed by REMIC II
      to
      REMIC III on account of the REMIC II Regular Interests or withdrawn from the
      Distribution Account and distributed to the Holders of the Class R-II Interest,
      as the case may be:

     

    (i)  first,
      to
      the Holders of REMIC II Regular Interest LT-AA, REMIC II Regular Interest LT-A1,
      REMIC II Regular Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC II
      Regular Interest LT-A4, REMIC II Regular Interest LT-M1, REMIC II Regular
      Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular Interest
      LT-M4, REMIC II Regular Interest LT-M5, REMIC II Regular Interest LT-M6, REMIC
      II Regular Interest LT-M7, REMIC II Regular Interest LT-M8, REMIC II Regular
      Interest LT-M9, REMIC II Regular Interest LT-B1, REMIC II Regular Interest
      LT-B2
      and REMIC II Regular Interest LT-ZZ, pro rata, in an amount equal to (A) the
      Uncertificated Accrued Interest for each such REMIC II Regular Interest for
      such
      Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
      from
      previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest
      in respect of REMIC II Regular Interest LT-ZZ shall be reduced and deferred
      when
      the REMIC II Overcollateralization Amount is less than the REMIC II Targeted
      Overcollateralization Amount, by the lesser of (x) the amount of such difference
      and (y) the REMIC II Regular Interest LT-ZZ Maximum Interest Deferral Amount
      and
      such amount will be payable to the Holders of REMIC II Regular Interest LT-A1,
      REMIC II Regular Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC II
      Regular Interest LT-A4, REMIC II Regular Interest LT-M1, REMIC II Regular
      Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular Interest
      LT-M4, REMIC II Regular Interest LT-M5, REMIC II Regular Interest LT-M6, REMIC
      II Regular Interest LT-M7, REMIC II Regular Interest LT-M8, REMIC II Regular
      Interest LT-M9, REMIC II Regular Interest LT-B1 and REMIC II Regular Interest
      LT-B2 in the same proportion as the Overcollateralization Deficiency is
      allocated to the Corresponding Certificates and the Uncertificated Principal
      Balance of REMIC II Regular Interest LT-ZZ shall be increased by such
      amount;

     

    (ii)  second,
      to the Holders of REMIC II Regular Interests, in an amount equal to the
      remainder of the Interest Remittance Amount and the Principal Payment Amount
      for
      such Distribution Date after the distributions made pursuant to clause (i)
      above, allocated as follows:

     

    (A)  98.00%
      of
      such remainder (other than amounts payable under clause (C) below) to the
      Holders of REMIC II Regular Interest LT-AA and REMIC II Regular Interest LT-P,
      until the Uncertificated Principal Balance of such REMIC II Regular Interest
      is
      reduced to zero, provided, however, that the Uncertificated Principal Balance
      of
      REMIC II Regular Interest LT-P shall not be reduced until the Distribution
      Date
      in May 2011 or any Distribution Date thereafter, at which point such amount
      shall be distributed to REMIC II Regular Interest LT-P, until $100 has been
      distributed pursuant to this clause;

     

    (B)  2.00%
      of
      such remainder, first, to the Holders REMIC II Regular Interest LT-A1, REMIC
      II
      Regular Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC II Regular
      Interest LT-A4, REMIC II Regular Interest LT-M1, REMIC II Regular Interest
      LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC
      II Regular Interest LT-M5, REMIC II Regular Interest LT-M6, REMIC II Regular
      Interest LT-M7, REMIC II Regular Interest LT-M8, REMIC II Regular Interest
      LT-M9, REMIC II Regular Interest LT-B1 and REMIC II Regular Interest LT-B2,
      1%
      in the same proportion as principal payments are allocated to the Corresponding
      Certificates, until the Uncertificated Principal Balances of such REMIC II
      Regular Interests are reduced to zero and second, to the Holders of REMIC II
      Regular Interest LT-ZZ (other than amounts payable under the proviso below),
      until the Uncertificated Principal Balance of such REMIC II Regular Interest
      is
      reduced to zero; and

     

    (C)  any
      remaining amount to the Holders of the Class R Certificates (in respect of
      the
      Class R-II Interest).

     

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

     

    Section
      5.08  Prepayment
      Charges.

     

    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 in accordance with the Remittance
      Report 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.

     

    Section
      5.09  Class
      P Certificate Account.

     

    The
      Securities Administrator shall establish and maintain with itself a separate,
      segregated trust account titled “Wells Fargo Bank, NA, as Securities
      Administrator, for the benefit of Nomura Home Equity Loan, Inc., Home Equity
      Loan Trust 2006-HE2 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 May 2011 Distribution Date, 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
      5.10  Basis
      Risk Shortfall Reserve Fund.

     

    (a)  The
      Securities Administrator shall establish a Basis Risk Shortfall Reserve Fund
      on
      behalf of the holders of the Publicly Offered Certificates and the Class B
      Certificates. The Basis Risk Shortfall Reserve Fund must be an Eligible Account.
      The Basis Risk Shortfall Reserve Fund shall be entitled “Basis Risk Shortfall
      Reserve Fund, HSBC Bank USA, National Association, as Trustee for the benefit
      of
      holders of Nomura Home Equity Loan, Inc., Asset-Backed Certificates, Series
      2006-HE2, Class A-1, Class A-2, Class A-3, Class A-4, Class M-1, Class M-2,
      Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9,
      Class B-1 and Class B-2 Certificates. On the Closing Date, the Depositor will
      deposit, or cause to be deposited, into the Basis Risk Shortfall Reserve Fund
      $5,000. On each Distribution Date as to which there is a Basis Risk Shortfall
      payable to any Class of Certificates, the Securities Administrator shall deposit
      the amounts pursuant to paragraphs (13) through (24) of
      Section 5.04(a)(iii) into the Basis Risk Shortfall 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
      and
      Class B Certificates in the amounts and priorities set forth in
      Section 5.04(a)(iii).

     

    (b)  The
      Basis
      Risk Shortfall 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
      shall
      be the nominal owner of the Basis Risk Shortfall Reserve Fund. The Class X
      Certificateholders shall be the beneficial owners of the Basis Risk Shortfall
      Reserve Fund, subject to the power of the Securities Administrator to transfer
      amounts under Section 5.04(a)(iii). Amounts in the Basis Risk Shortfall
      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, on such Distribution Date. All amounts earned on amounts on deposit
      in
      the Basis Risk Shortfall Reserve Fund shall be taxable to the Majority Class
      X
      Certificateholder. Any losses on such investments shall be deposited in the
      Basis Risk Shortfall 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 Basis Risk Shortfall
      Reserve Fund shall be held uninvested.

     

    (c)  For
      federal tax return and information reporting, the value of the right of the
      holders of the Senior Certificates and Subordinate Certificates
      to
      receive payments from the Basis Risk Shortfall Reserve Fund in respect of any
      Basis Risk Shortfall shall
      be
      zero dollars ($0.00).

     

    Section
      5.11  Supplemental
      Interest Trust.

     

    (a)  On
      the
      Closing Date, the Securities Administrator shall establish and maintain in
      the
      name of the Trustee a separate account for the benefit of the holders of the
      Publicly Offered Certificates and Class B Certificates (the “Supplemental
      Interest Trust”). The Supplemental Interest Trust shall be an Eligible Account,
      and funds on deposit therein shall be held separate and apart from, and shall
      not be commingled with, any other moneys, including, without limitation, other
      moneys of the Trustee or of the Securities Administrator held pursuant to this
      Agreement. 

     

    (b)  On
      each
      Distribution Date, the Securities Administrator shall deposit into the
      Supplemental Interest Trust amounts distributable to the Swap Provider by the
      Supplemental Interest Trust pursuant to Sections 5.04(a)(i)(1) and
      5.04(a)(iii)(25) of this Agreement. On each Distribution Date, the Securities
      Administrator shall distribute any such amounts to the Swap Provider pursuant
      to
      the Swap Agreement, first to pay any Net Swap Payment owed to the Swap Provider
      for such Distribution Date, and second to pay any Swap Termination Payment
      owed
      to the Swap Provider.

     

    (c)  On
      each
      Distribution Date, the Securities Administrator shall deposit into the
      Supplemental Interest Trust amounts received by it from the Swap Provider.
      On
      each Distribution Date, the Securities Administrator shall distribute from
      the
      Supplemental Interest Trust an amount equal to the amount of any Net Swap
      Payment received from the Swap Provider under the Swap Agreement, and make
      the
      distributions required under Section 5.04(b) of this Agreement.

     

    (d)  The
      Supplemental Interest Trust constitutes an “outside reserve fund” within the
      meaning of Treasury Regulation § 1.860G-2(h) and is not an asset of any REMIC.
      The Holders of the Class X Certificates shall be the beneficial owner of the
      Supplemental Interest Trust, subject to the power of the Securities
      Administrator to transfer amounts under this Agreement. The Securities
      Administrator shall keep records that accurately reflect the funds on deposit
      in
      the Supplemental Interest Trust. The Securities Administrator shall, at the
      written direction of the holder of the Majority Class X Certificateholder,
      invest amounts on deposit in the Supplemental Interest Trust in Permitted
      Investments. In the absence of written direction to the Securities Administrator
      from the Majority Class X Certificateholder, all funds in the Supplemental
      Interest Trust shall remain uninvested. On each Distribution Date, the
      Securities Administrator shall distribute, not in respect of any REMIC, any
      interest earned on the Supplemental Interest Trust to the Holders of the Class
      X
      Certificates.

     

    (e)  For
      federal income tax purposes, amounts paid to the Supplemental Interest Trust
      on
      each Distribution Date pursuant to Sections 5.04(a)(i)(1) and 5.04(a)(iii)(25)
      shall first be deemed paid to the Supplemental Interest Trust in respect of
      the
      Class IO Interest to the extent of the amount distributable on such Class IO
      Interest on such Distribution Date, and any remaining amount shall be deemed
      paid to the Supplemental Interest Trust in respect of a Class IO Distribution
      Amount. For federal income tax purposes, the Supplemental Interest Trust will
      be
      a disregarded entity.

     

    (f)  The
      Securities Administrator shall treat the Holders of Certificates (other than
      the
      Class P, Class X and Class R Certificates) as having entered into a notional
      principal contract with respect to the Holders of the Class X Certificates.
      Pursuant to each such notional principal contract, all Holders of Certificates
      (other than the Class P, Class X and Class R Certificates) shall be treated
      as
      having agreed to pay, on each Distribution Date, to the Holder of the Class
      X
      Certificates an aggregate amount equal to the excess, if any, of (i) the amount
      payable on such Distribution Date on the REMIC III Regular Interest ownership
      of
      which is represented by such Class of Certificates over (ii) the amount payable
      on such Class of Certificates on such Distribution Date (such excess, a “Class
      IO Distribution Amount”). A Class IO Distribution Amount payable from interest
      collections shall be allocated pro rata among such Certificates based on the
      amount of interest otherwise payable to such Certificates, and a Class IO
      Distribution Amount payable from principal collections shall be allocated to
      the
      most subordinate Class of such Certificates with an outstanding principal
      balance to the extent of such balance. In addition, pursuant to such notional
      principal contract, the Holder of the Class X Certificates shall be treated
      as
      having agreed to pay Basis Risk Shortfalls to the Holders of the Certificates
      (other than the Class X, Class P and Class R Certificates) in accordance with
      the terms of this Agreement. Any payments to such Certificates from amounts
      deemed received in respect of this notional principal contract shall not be
      payments with respect to a Regular Interest in a REMIC within the meaning of
      Code Section 860G(a)(1). However, any payment from the Certificates (other
      than
      the Class X, Class P and Class R Certificates) of a Class IO Distribution Amount
      shall be treated for tax purposes as having been received by the Holders of
      such
      Certificates in respect of the REMIC III Regular Interest ownership of which
      is
      represented by such Certificates, and as having been paid by such Holders to
      the
      Supplemental Interest Trust pursuant to the notional principal contract. Thus,
      each Certificate (other than the Class P Certificates and Class R Certificates)
      shall be treated as representing not only ownership of a Regular Interest in
      REMIC III, but also ownership of an interest in, and obligations with respect
      to, a notional principal contract.

     

    (g)  The
      Sponsor shall provide to the Securities Administrator the value of the right
      of
      the holders of the Senior and Subordinate Certificates to receive payments
      from
      the Supplemental Interest Trust for federal tax return and information reporting
      not later than the December 31, 2006.

     

    (h)  In
      the
      event that the Swap Agreement is terminated prior to the Distribution Date
      in
      April 2009, the Sponsor shall use reasonable efforts to appoint a successor
      swap
      provider using any Swap Termination Payments paid by the Swap Provider. If
      the
      Sponsor is unable to locate a qualified successor swap provider, any such Swap
      Termination Payments will be remitted to the Securities Administrator for
      payment to the holders of the Publicly Offered Certificates and Class B
      Certificates of amounts described in Section 5.11(c).

     

    Section
      5.12  Tax
      Treatment of Swap Payments and Swap Termination Payments.

     

    For
      federal income tax purposes, each holder of a Senior Certificate or Subordinate
      Certificate is deemed to own an undivided beneficial ownership interest in
      a
      REMIC regular interest and the right to receive payments from either the Basis
      Risk Shortfall Reserve Fund or the Supplemental Interest Trust in respect of
      any
      Basis Risk Shortfall Carry-Forward Amounts or the obligation to make payments
      to
      the Supplemental Interest Trust. For federal income tax purposes, the Securities
      Administrator will account for payments to each Senior Certificate and
      Subordinate Certificate as follows: each Senior Certificate and Subordinate
      Certificate will be treated as receiving their entire payment from REMIC III
      (regardless of any Swap Termination Payment or obligation under the Swap
      Agreement) and subsequently paying their portion of any Swap Termination Payment
      in respect of each such Class’ obligation under the Swap Agreement. In the event
      that any such Class is resecuritized in a REMIC, the obligation under the Swap
      Agreement to pay any such Swap Termination Payment (or any shortfall in Net
      Swap
      Payment), will be made by one or more of the REMIC Regular Interests issued
      by
      the resecuritization REMIC subsequent to such REMIC Regular Interest receiving
      its full payment from any such Senior Certificate and Subordinate Certificate.
      Resecuritization of any Senior Certificate and Subordinate Certificate in a
      REMIC will be permissible only if the Securities Administrator hereunder is
      the
      trustee/securities administrator in such resecuritization.

     

    The
      REMIC
      Regular Interest corresponding to a Senior Certificate and Subordinate
      Certificate will be entitled to receive interest and principal payments at
      the
      times and in the amounts equal to those made on the certificate to which it
      corresponds, except that (i) the maximum interest rate of that REMIC regular
      interest will equal the Net Funds Cap computed for this purpose by limiting
      the
      Notional Amount of the Swap Agreement to the aggregate Stated Principal Balance
      of the Mortgage Loans and (ii) any Swap Termination Payment will be treated
      as
      being payable solely from amounts otherwise payable to the Class X Certificates.
      As a result of the foregoing, the amount of distributions and taxable income
      on
      the REMIC Regular Interest corresponding to a Senior Certificate and Subordinate
      Certificate may exceed the actual amount of distributions on the Senior
      Certificate and Subordinate Certificate.

     

    Section
      5.13  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. 

     

    (i)  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. 

     

    (ii)  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) Business
      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
      5.13(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 5.13(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.

     

    (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 5.13(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 5.13(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 Additional Servicer and Reporting Servicer other
      than any servicing function participant, as described under Section 3.13,
      (ii)(A) the annual reports on assessment of compliance with servicing criteria
      for each Reporting Servicer, as described under Section 3.14, and (B) if any
      Reporting Servicer’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 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, 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 5.13(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 5.13(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 5.13(d), Section 3.13, Section 3.14 and Section 3.18. Neither
      the Master Servicer nor the Securities Administrator shall have any liability
      for any loss, expense, damage or claim arising out of or with respect to any
      failure to properly prepare and/or timely file such Form 10-K, where such
      failure results from the Securities Administrator’s inability or failure to
      obtain or receive, on a timely basis, any information from any other party
      hereto needed to prepare, arrange for execution or file such Form 10-K, not
      resulting from its own negligence, bad faith or willful misconduct.

     

    (e)  The
      Servicer, 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 5.13 or
      such party’s negligence, bad faith or willful misconduct in connection
      therewith. 

     

    Notwithstanding
      the provisions of Section 11.01, this Section 5.13 may be amended without the
      consent of the Certificateholders.

     

    (f)  Any
      notice required to be delivered by the Securities Administrator to the Depositor
      pursuant to this Sections 3.13, 3.14, 3.18 or 5.13 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-6. The Certificates shall be issuable in registered form, in the
      minimum dollar denominations, integral dollar multiples in excess thereof
      (except that one Certificate of each Class may be issued in a different amount
      which must be in excess of the applicable minimum dollar denomination) and
      aggregate dollar denominations as set forth in the following table:

     

    


    
      	
              Class

            	 	
              Minimum
                Denomination

            	 	
              Integral
                Multiple in Excess of Minimum

            	 	
              Original
                Certificate Principal Balance

            	 	
              Pass-Through
                Rate

            	 
	
              A-1

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1

            	 	
              $

            	
              361,210,000.00

            	 	 	
              Class
                A-1 Pass-Through Rate

            	 
	
              A-2

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1

            	 	
              $

            	
              60,838,000.00

            	 	 	
              Class
                A-2 Pass-Through Rate

            	 
	
              A-3

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1

            	 	
              $

            	
              103,062,000.00

            	 	 	
              Class
                A-3 Pass-Through Rate

            	 
	
              A-4

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1

            	 	
              $

            	
              35,042,000.00

            	 	 	
              Class
                A-4 Pass-Through Rate

            	 
	
              M-1

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1

            	 	
              $

            	
              30,107,000.00

            	 	 	
              Class
                M-1 Pass-Through Rate

            	 
	
              M-2

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1

            	 	
              $

            	
              27,505,000.00

            	 	 	
              Class
                M-2 Pass-Through Rate

            	 
	
              M-3

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1

            	 	
              $

            	
              17,098,000.00

            	 	 	
              Class
                M-3 Pass-Through Rate

            	 
	
              M-4

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1

            	 	
              $

            	
              13,381,000.00

            	 	 	
              Class
                M-4 Pass-Through Rate

            	 
	
              M-5

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1

            	 	
              $

            	
              14,124,000.00

            	 	 	
              Class
                M-5 Pass-Through Rate

            	 
	
              M-6

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1

            	 	
              $

            	
              11,894,000.00

            	 	 	
              Class
                M-6 Pass-Through Rate

            	 
	
              M-7

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1

            	 	
              $

            	
              11,522,000.00

            	 	 	
              Class
                M-7 Pass-Through Rate

            	 
	
              M-8

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1

            	 	
              $

            	
              10,779,000.00

            	 	 	
              Class
                M-8 Pass-Through Rate

            	 
	
              M-9

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1

            	 	
              $

            	
              7,805,000.00

            	 	 	
              Class
                M-9 Pass-Through Rate

            	 
	
              B-1

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1

            	 	
              $

            	
              8,177,000.00

            	 	 	
              Class
                B-1 Pass-Through Rate

            	 
	
              B-2

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1

            	 	
              $

            	
              7,434,000.00

            	 	 	
              Class
                B-2 Pass-Through Rate

            	 
	
              X

            	 	
              $

            	
              1

            	 	
              $

            	
              1

            	 	
              $

            	
              23,423,087.00

            	 	 	
              Class
                X Pass-Through Rate

            	 
	
              P

            	 	
              $

            	
              1

            	 	
              $

            	
              1

            	 	
              $

            	
              100.00

            	 	 	
              N/A

            	 
	
              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 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.

     

    If
      any
      such transfer of a Class B-1 Certificate or Class B-2 Certificate held by the
      related transferor and also to be held by the related transferee in the form
      of
      a Book-Entry Certificate is to be made without registration under the Securities
      Act, the transferor will be deemed to have made as of the transfer date each
      of
      the representations and warranties set forth on Exhibit J hereto in respect
      of
      such Class B-1 Certificate or Class B-2 Certificate and the transferee will
      be
      deemed to have made as of the transfer date each of the representations and
      warranties set forth on Exhibit G or Exhibit F hereto in respect of such Class
      B-1 Certificate or Class B-2 Certificate.

     

    No
      transfer of any Class B-1 Certificate or Class B-2 Certificate that is a
      Book-Entry Certificate or interest therein shall be made by any related
      Certificate Owner except (A) in the manner set forth in the preceding paragraph
      and in reliance on Rule 144A under the 1933 Act to a “qualified institutional
      buyer” that is acquiring such Book-Entry Certificate for its own account or for
      the account of another “qualified institutional buyer” or (B) in the manner set
      forth in the second preceding paragraph and in the form of a Definitive
      Certificate.

     

    If
      any
      Certificate Owner that is required under this Section 6.02(b) to transfer its
      Book-Entry Certificates in the form of Definitive Certificates, (i) notifies
      the
      Securities Administrator of such transfer or exchange and (ii) transfers such
      Book-Entry Certificates to the Securities Administrator, in its capacity as
      such, through the book-entry facilities of the Depository, then the Securities
      Administrator shall decrease the balance of such Book-Entry Certificates or,
      the
      Securities Administrator shall use reasonable efforts to cause the surrender
      to
      the Certificate Registrar of such Book-Entry Certificates by the Depository,
      and
      thereupon, the Securities Administrator shall execute, authenticate and deliver
      to such Certificate Owner or its designee one or more Definitive Certificates
      in
      authorized denominations and with a like aggregate principal
      amount.

     

    Subject
      to the provisions of this Section 6.02(b) governing registration of transfer
      and
      exchange, Class B-1 Certificates or Class B-2 Certificates (i) held as
      Definitive Certificates may be transferred in the form of Book-Entry
      Certificates in reliance on Rule 144A under the 1933 Act to one or more
“qualified institutional buyers” that are acquiring such Definitive Certificates
      for their own accounts or for the accounts of other “qualified institutional
      buyers” and (ii) held as Definitive Certificates by a “qualified institutional
      buyer” for its own account or for the account of another “qualified
      institutional buyer” may be exchanged for Book-Entry Certificates, in each case
      upon surrender of such Class B-1 Certificates or Class B-2 Certificates for
      registration of transfer or exchange at the offices of the Securities
      Administrator maintained for such purpose. Whenever any such Class B-1
      Certificates are so surrendered for transfer or exchange, either the Securities
      Administrator shall increase the balance of the related Book-Entry Certificates
      or the Securities Administrator shall execute, authenticate and deliver the
      Book-Entry Certificates for which such Class B-1 Certificates or Class B-2
      Certificates were transferred or exchanged, as necessary and appropriate. No
      Holder of Definitive Certificates other than a “qualified institutional buyer”
holding such Certificates for its own account or for the account of another
      “qualified institutional buyer” may exchange such Class B-1 Certificates or
      Class B-2 Certificates for Book-Entry Certificates. Further, any Certificate
      Owner of a Book-Entry Certificate other than any such “qualified institutional
      buyers” shall notify the Securities Administrator of its status as such and
      shall transfer such Book-Entry Certificate to the Securities Administrator,
      through the book-entry facilities of the Depository, whereupon, and also upon
      surrender to the Securities Administrator of such Book-Entry Certificate by
      the
      Depository, (which surrender the Securities Administrator shall use reasonable
      efforts to cause to occur), the Securities Administrator shall execute,
      authenticate and deliver to such Certificate Owner or such Certificate Owner’s
      nominee one or more Definitive Certificates in authorized denominations and
      with
      a like aggregate principal amount.

     

    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, the Trustee or
      the
      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, the Servicer or the Trustee. 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.

     

    For
      so
      long as the Supplemental Interest Trust is in existence, each beneficial owner
      of a Publicly Offered Certificate, Class B Certificate or any interest therein,
      shall be deemed to have represented, by virtue of its acquisition or holding
      of
      the Publicly Offered Certificate, Class B Certificate or interest therein,
      that
      either (i) it is not a Plan or (ii)(A) it is an accredited investor within
      the
      meaning of Prohibited Transaction Exemption 2002-41, as amended from time to
      time (the “Exemption”) and (B) the acquisition and holding of such Certificate
      and the separate right to receive payments from the Supplemental Interest Trust
      are eligible for the exemptive relief available under Prohibited Transaction
      Class Exemption (“PTCE”) 84-14 (for transactions by independent “qualified
      professional asset managers”), 91-38 (for transactions by bank collective
      investment funds), 90-1 (for transactions by insurance company pooled separate
      accounts), 95-60 (for transactions by insurance company general accounts) or
      96-23 (for transactions effected by “in-house asset managers”) in the case of a
      Publicly Offered Certificate, or PTCE 95-60 in the case of a Class B-2
      Certificate.

     

    Each
      beneficial owner of a Class M Certificate or a Class B Certificate or any
      interest therein that is acquired after the termination of the Supplemental
      Interest Trust 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) in the case of a Certificate other
      than a Class B-2 Certificate, 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, Fitch 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.

     

    If
      any
      Certificate, or any interest therein, is acquired or held in violation of this
      section 6.02(b), the next preceding permitted beneficial owner will be treated
      as the beneficial owner of that Certificate, retroactive to the date of transfer
      to the purported beneficial owner. Any purported beneficial owner whose
      acquisition or holding of a Certificate, or interest therein, was effected
      in
      violation of this Section shall indemnify to the extent permitted by law and
      hold harmless the Depositor, the Sponsor, the Master Servicer, the Securities
      Administrator, the Servicer, the Underwriter and the Trustee from and against
      any and all liabilities, claims, costs or expenses incurred by such parties
      as a
      result of such acquisition or holding.

     

    (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 Trustee 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 B-3) 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(c) 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 B-2)
      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(c), 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(c)
      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(c) 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(c) 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 Trust REMIC to cease to
      qualify as a REMIC and will not cause any Trust 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 each Class R Certificate, the holder thereof may exchange, in the
      manner described above, such Class R Certificate for three separate
      certificates, each representing such holder's respective Percentage Interest
      in
      the Class R-I Interest, the Class R-II Interest and the Class R-III 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, THE SERVICER
      AND THE MASTER SERVICER

     

    Section
      7.01  Liabilities
      of the Depositor, the Servicer and the Master Servicer.

     

    Each
      of
      the Depositor, the Servicer and the Master Servicer shall be liable in
      accordance herewith only to the extent of the obligations specifically imposed
      upon and undertaken by it herein.

     

    Section
      7.02  Merger
      or Consolidation of the Depositor, the Servicer or the Master
      Servicer.

     

    (a)  Each
      of
      the Depositor and the Servicer will keep in full force and effect its rights
      and
      franchises as a corporation or limited liability company, as applicable, under
      the laws of the state of its formation, and
      will
      obtain and preserve its qualification to do business as a foreign corporation
      in
      each jurisdiction in which such qualification is or shall be necessary to
      protect the validity and enforceability of this Agreement, the Certificates
      or
      any of the Mortgage Loans and to perform its duties under this
      Agreement.
      The
      Master Servicer will keep in full force and effect its existence, rights and
      franchises as a national banking association, and will obtain and preserve
      its
      qualification to do business as a foreign corporation in each jurisdiction
      in
      which such qualification is or shall be necessary to protect the validity and
      enforceability of this Agreement, the Certificates or any of the Mortgage Loans
      and to perform its duties under this Agreement.

     

    (b)  The
      Depositor, the Servicer or the Master Servicer may be merged or consolidated,
      or
      any person resulting from any merger or consolidation to which the Depositor,
      the Servicer or the Master Servicer shall be a party, or any Person succeeding
      to the business of the Depositor, the Servicer or the Master Servicer shall
      be
      the successor of the Depositor, the Servicer or the Master Servicer hereunder,
      without the execution or filing of any paper or further act on the part of
      any
      of the parties hereto, anything herein to the contrary notwithstanding, provided
      that any Successor Servicer shall have represented that it meets the eligibility
      criteria set forth in Section 8.02.

     

    Section
      7.03  Indemnification
      of Depositor, the Servicer 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 and the termination of this Agreement.

     

    (b)  The
      Servicer agrees to indemnify the Indemnified Persons for, and to hold them
      harmless against, any loss, liability or expense (including reasonable legal
      fees and disbursements of counsel) incurred on their part that may be sustained
      in connection with, arising out of, or relating to, any claim or legal action
      (including any pending or threatened claim or legal action) relating to the
      Servicer’s gross negligence in the performance of its duties under this
      Agreement or failure to service the Mortgage Loans in material compliance with
      the terms of this Agreement and for a material breach of any representation,
      warranty or covenant of the Servicer contained herein. The Servicer shall
      immediately notify the Trustee if a claim relating to the preceding sentence
      is
      made by a third party with respect to this Agreement or the Mortgage Loans,
      assume (with the consent of the Trustee and with counsel reasonably satisfactory
      to the Trustee) the defense of any such claim and, subject to Section 7.04(e),
      pay all expenses in connection therewith, including counsel fees, and promptly
      appeal or pay, discharge and satisfy any judgment or decree which may be entered
      against it or any Indemnified Person in respect of such claim, but failure
      to so
      notify the Servicer shall not limit its obligations hereunder. The Servicer
      agrees that it will not enter into any settlement of any such claim without
      the
      consent of the Indemnified Persons unless such settlement includes an
      unconditional release of such Indemnified Persons from all liability that is
      the
      subject matter of such claim. The provisions of this Section 7.03(b) shall
      survive termination of this Agreement.

     

    (c)  Each
      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 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 under 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, the Securities Administrator, the Master
      Servicer, the Servicer and Others.

     

    Subject
      to the obligation of the Depositor and the Servicer to indemnify the Indemnified
      Persons pursuant to Section 7.03:

     

    (a)  Neither
      the Depositor, the Securities Administrator, the Master Servicer, the Servicer
      nor 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 for errors in judgment;
      provided, however, that this provision shall not protect the Depositor, the
      Securities Administrator, the Master Servicer, the Servicer or any such Person
      against any breach of warranties, representations or covenants made herein
      or
      against any specific liability imposed on any such Person pursuant hereto or
      against any liability which would otherwise be imposed by reason of such
      Person’s willful misfeasance, bad faith or gross negligence in the performance
      of duties or by reason of reckless disregard of obligations and duties
      hereunder.

     

    (b)  The
      Depositor, the Securities Administrator, the Master Servicer, 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.

     

    (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
      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 this Agreement (except as any such loss, liability or expense
      shall be otherwise reimbursable pursuant to this Agreement) or, with respect
      to
      the Custodian, to the Custodian’s failure to perform its duties 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 hereunder 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 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 rights and duties
      of the parties hereto and the interests of the Certificateholders hereunder.
      In
      such event, the legal expenses and costs of such action and any liability
      resulting therefrom (except any loss, liability or expense incurred by reason
      of
      willful misfeasance, bad faith or gross negligence in the performance of duties
      hereunder or by reason of reckless disregard of obligations and duties
      hereunder) shall be expenses, costs and liabilities of the Trust Fund, and
      the
      Depositor, the Securities Administrator, 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 Servicer, the
      Depositor or the Custodian.

     

    Section
      7.05  Servicer
      Not to Resign.

     

    (a)  The
      Servicer shall not resign from the obligations and duties hereby imposed on
      it
      except upon the determination that its duties hereunder are no longer
      permissible under applicable law or the performance of such duties are no longer
      possible in order to comply with applicable law and such incapacity or
      impossibility cannot be reasonably cured by the Servicer. Any determination
      permitting the resignation of the Servicer shall be evidenced by an Opinion
      of
      Counsel to such effect delivered to the Master Servicer which Opinion of Counsel
      shall be in form and substance acceptable to the Master Servicer. No appointment
      of a successor to the Servicer shall be effective hereunder unless (a) the
      Rating Agencies have confirmed in writing that such appointment will not result
      in a downgrade, qualification or withdrawal of the then current ratings assigned
      to the Certificates, (b) such successor shall have represented that it is meets
      the eligibility criteria set forth in Section 8.02 and (c) such successor
      has agreed in writing to assume the obligations of the Servicer hereunder.
      The
      Servicer shall provide a copy of the written confirmation of the Rating Agencies
      and the agreement executed by such successor to the Master Servicer. No such
      resignation shall become effective until a Successor Servicer or the Master
      Servicer shall have assumed the Servicer’s responsibilities and obligations
      hereunder. The Servicer shall notify the Master Servicer and the Rating Agencies
      of its resignation.

     

    (b)  Except
      as
      expressly provided herein, the Servicer shall not assign or transfer any of
      its
      rights, benefits or privileges hereunder to any other Person, or delegate to
      or
      subcontract with, or authorize or appoint any other Person to perform any of
      the
      duties, covenants or obligations to be performed by the Servicer hereunder.
      The
      foregoing prohibition on assignment shall not prohibit the Servicer from
      designating a Subservicer as payee of any indemnification amount payable to
      the
      Servicer hereunder; provided, however, that as provided in Section 3.03, no
      Subservicer shall be a third-party beneficiary hereunder and the parties hereto
      shall not be required to recognize any Subservicer as an indemnitee under this
      Agreement.

     

    (c)  Notwithstanding
      anything to the contrary herein, the Servicer may pledge or assign as collateral
      all its rights, title and interest under this Agreement to a lender (the
“Servicing Rights Lender”), provided, that:

     

    (i)  upon
      a
      Servicer Event of Default and receipt of a notice of termination by the
      Servicer, the Servicing Rights Lender may direct the Servicer or its designee
      to
      appoint a Successor Servicer pursuant to the provisions, and subject to the
      conditions, set forth in Section 8.02 regarding such appointment of a
      Successor Servicer;

     

    (ii)  the
      Servicing Rights Lender’s rights are subject to this Agreement; and

     

    (iii)  the
      Servicer shall remain subject to termination as Servicer under this Agreement
      pursuant to the terms hereof.

     

    Section
      7.06  Appointment
      of Special Servicer; Termination of the Servicer.

     

    (a)  The
      Sponsor may appoint a special servicer with respect to 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 shall obligate
      the
      special servicer to service such Mortgage Loans in accordance with Accepted
      Servicing Practices. The fee payable to the special servicer for the performance
      of such duties and obligations will be 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. The Sponsor shall reimburse the Servicer
      for Servicing Fee shortfalls, if any, incurred as a result of the fee payable
      to
      such special servicer.

     

    (b)  If
      at any
      time the Sponsor retains or comes into possession of any servicing rights with
      respect to any of the Mortgage Loans, the Sponsor may, at its option, terminate
      the servicing responsibilities of the Servicer hereunder with respect to such
      Mortgage Loans without cause. No such termination shall become effective unless
      and until a successor to the Servicer shall have been appointed to service
      and
      administer the related Mortgage Loans pursuant to the terms and conditions
      of
      this Agreement. No appointment shall be effective unless (i) such Successor
      Servicer meets the eligibility criteria contained in Section 8.02, (ii) the
      Master Servicer shall have consented to such appointment, (iii) the Rating
      Agencies have been notified in writing of such appointment and such Successor
      Servicer meets the Minimum Servicing Requirements, (iv) such successor has
      agreed to assume the obligations of the Servicer hereunder to the extent of
      the
      related Mortgage Loans and (v) all amounts reimbursable to the terminated
      Servicer pursuant to the terms of this Agreement shall have been paid to the
      Servicer by the Successor Servicer appointed pursuant to the terms of this
      Section 7.06 or by the Sponsor including without limitation, all unpaid
      Servicing Fees accrued and unreimbursed Advances and Servicing Advances made
      by
      the terminated Servicer and all out-of-pocket expenses of the Servicer incurred
      in connection with the transfer of servicing to such successor. The Sponsor
      shall provide a copy of the agreement executed by such successor to the Trustee
      and the Master 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 Servicer and the Master
      Servicer.

     

    Each
      of
      the Master Servicer and the Servicer shall afford (and any Sub-Servicing
      Agreement shall provide that each Subservicer shall afford) the Depositor and
      the Trustee, upon reasonable notice, during normal business hours, access to
      all
      records maintained by the Master Servicer or the Servicer (and any such
      Subservicer) in respect of the Servicer’s rights and obligations hereunder and
      access to officers of the Master Servicer or the Servicer (and those of any
      such
      Subservicer) responsible for such obligations, and the Master Servicer shall
      have access to all such records maintained by the Servicer and any Subservicers.
      Upon request, each of the Master Servicer and the Servicer shall furnish to
      the
      Depositor and the Trustee its (and any such Subservicer’s) most recent financial
      statements and such other information relating to the Master Servicer’s or the
      Servicer’s capacity to perform its obligations under this Agreement as it
      possesses (and that any such Subservicer possesses). To the extent the Depositor
      and the trustee are informed that such information is not otherwise available
      to
      the public, the Depositor and the Trustee shall not disseminate any information
      obtained pursuant to the preceding two sentences without the Master Servicer’s
      or the Servicer’s written consent, except as required pursuant to this Agreement
      or to the extent that it is appropriate to do so (i) to its legal counsel,
      auditors, taxing authorities or other governmental agencies and the
      Certificateholders, (ii) pursuant to any law, rule, regulation, order, judgment,
      writ, injunction or decree of any court or governmental authority having
      jurisdiction over the Depositor and the Trustee or the Trust Fund, and in any
      case, the Depositor or the Trustee, (iii) disclosure of any and all information
      that is or becomes publicly known, or information obtained by the Trustee from
      sources other than the Depositor, the Servicer or the Master Servicer, (iv)
      disclosure as required pursuant to this Agreement or (v) disclosure of any
      and
      all information (A) in any preliminary or final offering circular, registration
      statement or contract or other document pertaining to the transactions
      contemplated by the Agreement approved in advance by the Depositor, the Servicer
      or the Master Servicer or (B) to any affiliate, independent or internal auditor,
      agent, employee or attorney of the Trustee having a need to know the same,
      provided that the Trustee advises such recipient of the confidential nature
      of
      the information being disclosed, shall use its best efforts to assure the
      confidentiality of any such disseminated non-public information. Nothing in
      this
      Section 7.09 shall limit the obligation of the Servicer to comply with any
      applicable law prohibiting disclosure of information regarding the Mortgagors
      and the failure of the 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 Servicer to
      collect, create, collate or otherwise generate any information that it does
      not
      generate in its usual course of business. The Servicer shall not be required
      to
      make copies of or ship documents to any party unless provisions have been made
      for the reimbursement of the costs thereof. The Depositor may, but is not
      obligated to, enforce the obligations of the Master Servicer and the Servicer
      under this Agreement and may, but is not obligated to, perform, or cause a
      designee to perform, any defaulted obligation of the Master Servicer or the
      Servicer under this Agreement or exercise the rights of the Master Servicer
      or
      the Servicer under this Agreement; provided that neither the Master Servicer
      nor
      the Servicer shall be relieved of any of its obligations under this Agreement
      by
      virtue of such performance by the Depositor or its designee. The Depositor
      shall
      not have any responsibility or liability for any action or failure to act by
      the
      Master Servicer or the Servicer and is not obligated to supervise the
      performance of the Master Servicer or the Servicer under this Agreement or
      otherwise.

     

      


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VIII


    DEFAULT;
      TERMINATION OF SERVICER
      AND MASTER SERVICER

     

    Section
      8.01  Events
      of Default.

     

    (a)  In
      case
      one or more of the following events of default by the Servicer (each, a
“Servicer Default”) shall occur and be continuing, that is to say:

     

    (i)  any
      failure by the Servicer to remit to the Securities Administrator any payment
      required to be made under the terms of this Agreement (other than Advances
      pursuant to Section 5.01) which continues unremedied for a period of two
      Business Days
      after
      the date upon which written notice of such failure, requiring the same to be
      remedied, shall have been given to the Servicer by the Master Servicer or to
      the
      Servicer and the Master Servicer by the holders of Certificates evidencing
      not
      less than 25% of the Voting Rights evidenced by the Certificates; provided,
      however, failure of the Servicer to remit any Advance required pursuant to
      Section 5.01 by noon on the related Distribution Date shall be a default
      hereunder without notice; or

     

    (ii)  failure
      on the part of the
      Servicer to
      duly
      observe or perform in any material respect any other of the covenants or
      agreements on the part of the Servicer set forth in this Agreement (other than
      those described in (viii) and (ix) below), the breach of which has a material
      adverse effect and which continue unremedied for a period of thirty (30) days
      after the date on which written notice of such failure, requiring the same
      to be
      remedied, shall have been given to the Servicer by the Master Servicer or to the
      Servicer and the Master Servicer by the holders of Certificates evidencing
      not
      less than 25% of the Voting Rights evidenced by the Certificates;
      or

     

    (iii)  a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      for
      the appointment of a conservator or receiver or liquidator in any insolvency,
      bankruptcy, readjustment of debt, marshaling of assets and liabilities or
      similar proceedings, or for the winding-up or liquidation of its affairs, shall
      have been entered against the Servicer and such decree or order shall have
      remained in force undischarged or unstayed for a period of sixty days;
      or

     

    (iv)  the
      Servicer shall consent to the appointment of a conservator or receiver or
      liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling
      of
      assets and liabilities or similar proceedings of or relating to the Servicer
      or
      of or relating to all or substantially all of its property; or

     

    (v)  the
      Servicer shall admit in writing its inability to pay its debts generally as
      they
      become due, file a petition to take advantage of any applicable insolvency
      or
      reorganization statute, make an assignment for the benefit of its creditors,
      or
      voluntarily suspend payment of its obligations; or

     

    (vi)  the
      Servicer attempts to assign its right to servicing compensation hereunder (other
      than any payment by the Servicer to the Sponsor of any portion of the Servicing
      Fee payable to the Servicer as provided in a separate side letter between the
      Sponsor and the Servicer) or the Servicer attempts to sell or otherwise dispose
      of all or substantially all of its property or assets or to assign this
      Agreement or the servicing responsibilities hereunder or to delegate its duties
      hereunder or any portion thereof except, in each case as otherwise permitted
      herein; or

     

    (vii)  the
      Servicer ceases to be qualified to transact business in any jurisdiction where
      it is currently so qualified, but only to the extent such non-qualification
      materially and adversely affects the Servicer’s ability to perform its
      obligations hereunder;

     

    (viii)  so
      long
      as the trust is subject to Exchange Act reporting requirements, failure by
      the
      Servicer to duly perform, within the required time period, its obligations
      under
      Sections 3.13, 3.14, 3.18 or 5.13, which default shall not be subject to notice
      or a cure period; or

     

    (ix)  after
      the
      trust ceases to be subject to Exchange Act reporting requirements, any failure
      by the Servicer to duly perform, within the required time period, its obligation
      to provide the annual statements of compliance, assessments of compliance and
      attestation reports described in Sections 3.13 and 3.14 hereof, which failure
      continues unremedied for a period of ten (10) Business Days after the date
      on
      which written notice of such failure, requiring the same to be remedied, has
      been given to the Servicer by the Master Servicer; or

     

    (x)  any
      failure by the Servicer to provide, within the required time period set forth
      in
      Section 3.28 hereof, any required reports or data pertaining to the Mortgage
      Loans, which failure continues unremedied for a period of thirty (30) days
      after
      the date on which written notice of such failure, requiring the same to be
      remedied, has been given to the Servicer by the Master Servicer;

     

    then,
      and
      in each and every such case, so long as a Servicer Default shall not have been
      remedied, the Master Servicer, by notice in writing to the defaulting Servicer
      and the Trustee, shall with respect to a payment default by the Servicer
      pursuant to Section 8.01(i) of this 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 Section 7.03 and at law or equity to damages, including
      injunctive relief and specific performance, terminate all the rights and
      obligations of the defaulting Servicer under this 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 this Agreement whether with respect to the Mortgage
      Loans or otherwise, shall pass to and be vested in the Master Servicer. Upon
      written request from the Master Servicer, 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 Master Servicer in effecting the
      termination of the Servicer’s responsibilities and rights hereunder including,
      without limitation, the transfer to such successor for administration by it
      of
      all cash amounts which shall at the time be credited by the defaulting Servicer
      to the Custodial Account or Escrow Account or thereafter received with respect
      to the related Mortgage Loans or any related REO Property (provided, however,
      that the defaulting Servicer shall continue to be entitled to receive all
      amounts accrued or owing to it under this Agreement on or prior to the date
      of
      such termination, whether in respect of Advances, Servicing Advances, accrued
      and unpaid Servicing Fees or otherwise, and shall continue to be entitled to
      the
      benefits of Section 7.04, notwithstanding any such termination, with
      respect to events occurring prior to such termination). The Master Servicer
      shall not have knowledge of any Servicer Default unless a Responsible Officer
      of
      the Master Servicer has actual knowledge or unless written notice of the
      Servicer Default is received by the Master Servicer at its address for notice
      and such notice references the Certificates, the Trust Fund or this
      Agreement.

     

    (b)  In
      case
      one or more of the following events of default by the Master Servicer (each,
      a
“Master Servicer Default”) shall occur and be continuing, that is to
      say:

     

    (i)  any
      failure on the part of the Master Servicer duly to observe or perform in any
      material respect any other of the covenants or agreements on the part of the
      Master Servicer contained in this Agreement, or the breach by the Master
      Servicer of any representation and warranty contained in Section 2.03,
      which continues unremedied for a period of thirty (30) days after the date
      on
      which written notice of such failure, requiring the same to be remedied, shall
      have been given to the Master Servicer by the Depositor or the Trustee or to
      the
      Master Servicer, the Depositor and the Trustee by the Holders of Certificates
      entitled to at least twenty-five percent (25%) of the Voting Rights;
      or

     

    (ii)  a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      in
      the premises in an involuntary case under any present or future federal or
      state
      bankruptcy, insolvency or similar law or the appointment of a conservator or
      receiver or liquidator in any insolvency, readjustment of debt, marshalling
      of
      assets and liabilities or similar proceeding, or for the winding-up or
      liquidation of its affairs, shall have been entered against the Master Servicer
      and such decree or order shall have remained in force undischarged or unstayed
      for a period of ninety (90) days; or

     

    (iii)  the
      Master Servicer shall consent to the appointment of a conservator or receiver
      or
      liquidator in any insolvency, readjustment of debt, marshalling of assets and
      liabilities or similar proceedings of or relating to it or of or relating to
      all
      or substantially all of its property; or

     

    (iv)  the
      Master Servicer shall admit in writing its inability to pay its debts generally
      as they become due, file a petition to take advantage of any applicable
      insolvency or reorganization statute, make an assignment for the benefit of
      its
      creditors, or voluntarily suspend payment of its obligations; or

     

    (v)  so
      long
      as the Trust Fund is subject to Exchange Act reporting requirements, failure
      by
      the Master Servicer to duly perform, within the required time period, its
      obligations under Sections 3.13, 3.14, 3.18 or 5.12, which default shall not
      be
      subject to notice or a cure period.

     

    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 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 Master Servicer 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 120 days), shall be subject to all
      the
      responsibilities, duties and liabilities relating thereto placed on the Servicer
      by the terms and provisions hereof, and applicable law including the obligation
      to make Advances pursuant to Article V hereof, except as otherwise provided
      herein; provided, however, that the Master Servicer’s obligation to make
      Advances in its capacity as Successor Servicer shall not be subject to such
      120
      day transition period and the Master Servicer will make any Advance required
      to
      be made by the terminated Servicer on the Distribution Date on which the
      terminated Servicer was required to make such Advance. Effective on the date
      of
      such notice of termination, as compensation therefor, the Master Servicer 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
      hereunder, provided, however, that the Master Servicer 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 pursuant to
      Section 2.03 or (iv) obligated to deposit losses on any Permitted
      Investment directed by the terminated Servicer. Notwithstanding the foregoing,
      the Master Servicer may, if it shall be unwilling to so act, or shall, if it
      is
      prohibited by applicable law from making Advances pursuant to Article VI of
      this
      Agreement or if it is otherwise unable to so act, appoint, or petition a court
      of competent jurisdiction to appoint, any established mortgage loan servicing
      institution the appointment of which does not adversely affect the then current
      rating of the Certificates by each Rating Agency as the successor to the
      Servicer hereunder in the assumption of all or any part of the responsibilities,
      duties or liabilities of the Servicer hereunder. 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
      this 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 Section 8.01), with like effect as if originally named
      as a party to this Agreement, provided that each Rating Agency shall have
      acknowledged in writing that its rating of the Certificates in effect
      immediately prior to such assignment and delegation will not be qualified or
      reduced as a result of such assignment and delegation. If the Master Servicer
      assumes the duties and responsibilities of the terminated Servicer in accordance
      with this Section 8.02, the Master Servicer 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
      Master Servicer, unless the Master Servicer is prohibited by law from so acting,
      shall act in such capacity as hereinabove provided. In connection with such
      appointment and assumption, the Master Servicer may make such arrangements
      for
      the compensation of such successor out of payments on the Mortgage Loans or
      otherwise as it and such successor shall agree; provided that no such
      compensation shall be in excess of that permitted the terminated Servicer
      hereunder. The Master Servicer and such successor shall take such action,
      consistent with this Agreement, as shall be necessary to effectuate any such
      succession. Neither the Master Servicer nor any other Successor Servicer shall
      be deemed to be in default hereunder by reason of any failure to make, or any
      delay in making, any distribution hereunder or any portion thereof or any
      failure to perform, or any delay in performing, any duties or responsibilities
      hereunder, in either case caused by the failure of the Servicer to deliver
      or
      provide, or any delay in delivering or providing, any cash, information,
      documents or records to it.

     

    The
      costs
      and expenses of the Master Servicer 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 Master Servicer
      to correct any errors or insufficiencies in the servicing data or otherwise
      to
      enable the Master Servicer or the Successor Servicer to service the related
      Mortgage Loans properly and effectively, to the extent not paid by the
      terminated Servicer as may be required herein shall be payable to the Master
      Servicer from the Distribution Account pursuant to Section 3.32. Any
      successor to the terminated Servicer as Successor Servicer under this Agreement
      shall give notice to the applicable Mortgagors of such change of 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 Section 3.05.

     

    Notwithstanding
      the foregoing, if a Servicer Default occurs, the Servicer or the Servicing
      Rights Lender shall have a period of up to thirty (30) days after receipt of
      a
      notice of termination to appoint a Successor Servicer that satisfies the
      eligibility criteria of a Successor Servicer set forth herein, which appointment
      shall be subject to the consent of the Depositor, the Seller, the Master
      Servicer, and the Trustee, which consent shall not be unreasonably withheld
      or
      delayed; provided that such Successor Servicer agrees to fully effect the
      servicing transfer within 120 days following the termination of the Servicer
      and
      to make all P&I Advances that would otherwise be made by the Master Servicer
      under Section 8.01 as of the date of such appointment, and to reimburse the
      Master Servicer for any unreimbursed P&I Advances they have made and any
      reimbursable expenses that they may have incurred in connection with this
      Section 8.02. Any proceeds received in connection with the appointment of such
      Successor Servicer shall be the property of the Servicer or its designee. This
      30-day period shall terminate immediately (i) at the close of business on the
      second Business Day of such 30-day period if (A) the Servicer was terminated
      because of an Event of Default described in Section 8.01(a)(i) for failing
      to
      make a required Advance pursuant to section 5.01, and (B) the Servicer shall
      have failed to make (or cause to be made) such Advance, or shall fail to
      reimburse (or cause to be reimbursed) the Master Servicer for an Advance made
      by
      the Master Servicer, by the close of business on such second Business Day,
      or
      (ii) at the close of business on the second Business Day following the date
      (if
      any) during such 30-day period on which an Advance is due to be made, if the
      Servicer shall have failed to make (or caused to be made) such Advance, or
      the
      Servicer shall have failed to reimburse (or cause to be reimbursed) the Master
      Servicer for such Advance, by the close of business on such second Business
      Day;
      provided, that such 30-day period shall only be terminated to the extent that
      the Lender has received notice of such failure from the Master Servicer and
      the
      Lender has not cured or caused the cure of such failure within two (2) Business
      Days following receipt of notice, provided, however, that such notice
      requirement shall only be applicable to the extent that the Master Servicer
      has
      been provided with the written address and contact information for the
      Lender.

     

    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 Master Servicer Default, and after the
      curing or waiver of all Master Servicer Defaults, which may have occurred,
      and
      the Securities Administrator each undertake to perform such duties and only
      such
      duties as are specifically set forth in this Agreement as duties of the Trustee
      and the Securities Administrator, respectively. If a 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 Master Servicer Default and after the curing or waiver
      of
      all such 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 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 or Master
      Servicer Default;

     

    (v)  The
      Trustee shall not in any way be liable by reason of any insufficiency in any
      Account held by or in the name of Trustee unless it is determined by a court
      of
      competent jurisdiction that the Trustee’s gross negligence or willful misconduct
      was the primary cause of such insufficiency (except to the extent that the
      Trustee is obligor and has defaulted thereon);

     

    (vi)  Anything
      in this Agreement to the contrary notwithstanding, in no event shall the Trustee
      or the Securities Administrator be liable for special, indirect, punitive or
      consequential loss or damage of any kind whatsoever (including but not limited
      to lost profits), even if the Trustee or the Securities Administrator has been
      advised of the likelihood of such loss or damage and regardless of the form
      of
      action and whether or not any such damages were foreseeable or contemplated;
      and

     

    (vii)  None
      of
      the Sponsor, the Depositor or the Trustee shall be responsible for the acts
      or
      omissions of the other, it being understood that this Agreement shall not be
      construed to render them partners, joint venturers or agents of one
      another.

     

    Neither
      the Trustee nor the Securities Administrator shall be required to expend or
      risk
      its own funds or otherwise incur liability, financial or otherwise, in the
      performance of any of its duties hereunder, or in the exercise of any of its
      rights or powers, if there is reasonable ground for believing that the repayment
      of such funds or adequate indemnity against such risk or liability is not
      reasonably assured to it, and none of the provisions contained in this Agreement
      shall in any event require the Trustee or the Securities Administrator to
      perform, or be responsible for the manner of performance of, any of the
      obligations of the terminated Servicer hereunder.

     

    (e)  All
      funds
      received by the Securities Administrator and required to be deposited in the
      Distribution Account pursuant to this Agreement will be promptly so deposited
      by
      the Securities Administrator.

     

    Section
      9.02  Certain
      Matters Affecting the Trustee and Securities Administrator.

     

    (a)  Except
      as
      otherwise provided in Section 9.01:

     

    (i)  The
      Trustee and the Securities Administrator may conclusively rely and shall be
      fully protected in acting or refraining from acting in reliance on any
      resolution or certificate of the Sponsor, the Depositor or the 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 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 Master Servicer Default hereunder and after the curing
      or
      waiver of all Master Servicer Defaults which may have occurred with respect
      to
      the Trustee and at all times with respect to the Securities Administrator,
      neither the Trustee nor the Securities Administrator shall be bound to make
      any
      investigation into the facts or matters stated in any resolution, certificate,
      statement, instrument, opinion, report, notice, request, consent, order,
      approval, bond or other paper or document, unless requested in writing to do
      so
      by Holders of Certificates evidencing not less than 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 Swap
      Agreement on
      behalf
      of the Supplemental Interest Trust, in the form presented to it by the Depositor
      and shall have no responsibility for the contents of the Swap Agreement,
      including, without limitation, the representations and warranties contained
      therein. Any funds payable by the Securities Administrator, on behalf of the
      Trustee, under the Swap Agreement at closing shall be paid by the Depositor;
      

     

    (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 or of the Swap Provider, 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 of this Agreement (other than
      as
      specifically set forth in Section 9.12), the Swap Agreement, the
      Certificates (other than the signature of the Securities Administrator and
      authentication of the Securities Administrator on the Certificates) or of any
      Mortgage Loan except as expressly provided in Sections 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 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
      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 REMIC I 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 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 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 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 of 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 of 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 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
      B-2 Certificates; second, to the Class B-1 Certificates; third, to the Class
      M-9
      Certificates; fourth, to the Class M-8 Certificates; fifth, to the Class M-7
      Certificates; sixth, to the Class M-6 Certificates; seventh, to the Class M-5
      Certificates; eighth, to the Class M-4 Certificates; ninth, to the Class M-3
      Certificates; tenth, to the Class M-2 Certificates; eleventh, to the Class
      M-2
      Certificates; and twelfth, 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”), (b)
      Ocwen Loan Servicing, LLC’s exercise of its optional right to purchase the
      Mortgage Loans and related REO Properties (the “Backup Cleanup Call”) and (c)
      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 Backup Cleanup Call 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 or Ocwen
      Loan Servicing LLC, as applicable, 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, (v) any Swap Termination
      Payment payable to the Swap Provider which remains unpaid or which is due to
      such Cleanup Call or Backup Cleanup Call and (vi) any other amounts due and
      owing to the Trustee, the Securities Administrator, the Master Servicer and
      the
      Custodian payable pursuant to this Agreement or the Custodial
      Agreement.

     

    The
      right
      to exercise the Cleanup Call pursuant to the preceding paragraph shall be
      exercisable if the Stated Principal Balance of all of the Mortgage Loans at
      the
      time of any such repurchase, is less than or equal to ten percent (10%) of
      the
      aggregate Cut-off Date Principal Balance of the Mortgage Loans.

     

    The
      right
      to exercise the Backup Cleanup Call pursuant to the second paragraph hereof
      shall be exercisable if the Master Servicer fails to exercise the Cleanup Call
      and the Stated Principal Balance of all of the Mortgage Loans at the time of
      any
      such repurchase, is less than or equal to five percent (5%) 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 or Ocwen
      Loan
      Servicing, LLC (each, a “Terminator”) elects to terminate the Trust Fund
      pursuant to Section 10.01, at least twenty (20) days prior to the date
      notice is to be mailed to the Certificateholders, the related Terminator shall
      notify the Securities Administrator and the Trustee of the date the related
      Terminator intends to terminate the Trust Fund. The related Terminator 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 related Terminator.

     

    Notice
      of
      the exercise of the Cleanup Call or Backup Cleanup Call, as applicable,
      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 related Terminator shall remit to the Master
      Servicer to, 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 applicable Terminator 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, (ii) the exercise by Ocwen Loan Servicing, LLC
      of
      the Backup Cleanup Call pursuant to the terms of this Agreement, or (iii) 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 applicable Terminator (in the case of the exercise of
      the
      Cleanup Call or the Backup 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
                applicable Terminator (in the case of the exercise of the Cleanup
                Call or
                the Backup Cleanup Call) or the Depositor (in all other cases) shall
                establish a ninety-day liquidation period and notify the Trustee
                thereof,
                and the Trustee 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, Ocwen Loan
                Servicing, LLC 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, Ocwen Loan Servicing,
                LLC
                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 applicable Terminator
                (in the
                case of the exercise of the Cleanup Call or the Backup 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
                Trustee shall distribute or credit, or cause to be distributed or
                credited, to the Holders of the related 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), Ocwen Loan
      Servicing, LLC (in the case of the exercise of the Backup Cleanup Call) or
      the
      Depositor (in all other cases) to specify the ninety-day liquidation period
      for
      REMIC I, REMIC II and REMIC III, which authorization shall be binding upon
      all
      successor Certificateholders.

     

    The
      Trustee 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, Ocwen
      Loan
      Servicing, LLC 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,
      Ocwen Loan Servicing, LLC 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 Account
      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 (or the Swap Provider unless the Swap
      Provider shall have consented to the amendment); provided that any such
      amendment shall be deemed not to adversely affect in any material respect the
      interests of the Certificateholders and no such Opinion of Counsel shall be
      required if the Person requesting such amendment obtains a letter from each
      Rating Agency stating that such amendment would not result in the downgrading
      or
      withdrawal of the respective ratings then assigned to the Certificates; provided
      further that any such amendment shall be deemed not to adversely affect in
      any
      material respect the interests of the Certificateholders and no such Opinion
      of
      Counsel nor any letter from the Rating Agencies stating that such amendment
      would not result in the downgrading or withdrawal of the respective ratings
      then
      assigned to the Certificates shall be required if such amendment is to effect
      a
      transfer of servicing pursuant to Section 7.06(a) to a servicer satisfying
      the
      Minimum Servicing Requirements.

     

    Notwithstanding
      the foregoing, without the consent of the Certificateholders or the Swap
      Provider, the parties hereto may at any time and from time to time amend this
      Agreement to modify, eliminate or add to any of its provisions to such extent
      as
      shall be necessary or appropriate to maintain the qualification of each REMIC
      created hereunder as a REMIC under the Code or to avoid or minimize the risk
      of
      the imposition of any tax on any of REMIC pursuant to the Code that would be
      a
      claim against any of 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 (or if such amendment modifies the rights of the Swap Provider
      hereunder, with the consent of the Swap Provider); 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 created hereunder 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. None of the parties
      hereto shall consent to an amendment to this Agreement for which the consent
      of
      the Swap Provider is expressly required without the consent of the Swap
      Provider, which consent shall not be unreasonably withheld.

     

    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 and the
      Swap
      Provider, 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.

     

    (a)  The
      Securities Administrator shall use its best efforts to promptly provide notice
      to each Rating Agency with respect to each of the following of which it has
      actual knowledge:

     

    (i)  Any
      material change or amendment to this Agreement;

     

    (ii)  The
      occurrence of any Servicer Default or Master Servicer Default that has not
      been
      cured;

     

    (iii)  The
      resignation or termination of the Servicer, the Master Servicer or the Trustee
      and the appointment of any successor; and

     

    (iv)  The
      final
      payment to Certificateholders.

     

    In
      addition, the Securities Administrator shall promptly furnish to each Rating
      Agency copies of the following:

     

    (i)
       Each
      annual statement as to compliance described in Section 4.14;
      and

     

    (ii)
       Each
      annual independent public accountants’ servicing report described in
      Section 4.15.

     

    All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given when delivered at or mailed by registered mail,
      return receipt requested, postage prepaid, or by recognized overnight courier,
      or by facsimile transmission to a number provided by the appropriate party
      if
      receipt of such transmission is confirmed to (i) in the case of the Depositor,
      Nomura Home Equity Loan, Inc., 2 World Financial Center, Building B, New York,
      New York 10281 Attention: Nomura Home Equity Loan, Inc., Home Equity Loan Trust,
      Series 2006-HE2; (ii) in the case of the Sponsor, Nomura Credit & Capital,
      Inc., 2 World Financial Center, Building B, New York, New York 10281, Attention:
      Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series 2006-HE2 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, Ocwen Loan Servicing,
      LLC, 1661 Worthington Road, Suite 100, West Palm Beach, Florida 33409,
      Attention: Secretary; (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 Wells Fargo Bank, National Association,
      as
      Custodian, 24 Executive Park, Suite 100, Irvine, California 92614, (vi) in
      the
      case of the Securities Administrator, its Corporate Trust Office; (vii) in
      the
      case of the Master Servicer, P.O. Box 98, Columbia, Maryland 21046 (or for
      overnight deliveries, 9062 Old Annapolis Road, Columbia, Maryland 21045,
      Attention Client Manager - NHEL 2006-HE2) 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; (b) Moody’s
      Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention:
      Home Equity Monitoring; (c) Fitch Ratings, 1 State Street Plaza, New York,
      New
      York 10004; and (d) Dominion Bond Rating Service, Inc., 55 Broadway, Residential
      Mortgage Ratings, New York, New York 10006. 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  Third
      Party Beneficiaries.

     

    The
      Swap
      Provider is an express third party beneficiary to this Agreement, and shall
      have
      to the right to enforce the provisions of this Agreement.

     

    Section
      11.11  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 5.13 of this Agreement is to facilitate compliance by the Sponsor
      and
      the Depositor with the provisions of Regulation AB promulgated by the SEC under
      the Exchange Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended from
      time to time and subject to clarification and interpretive advice as may be
      issued by the staff of the SEC from time to time. Therefore, each of the parties
      agrees that (a) the obligations of the parties hereunder shall be interpreted
      in
      such a manner as to accomplish that purpose, (b) the parties’ obligations
      hereunder will be supplemented and modified as necessary to be consistent with
      any such amendments, interpretive advice or guidance, convention or consensus
      among active participants in the asset-backed securities markets, advice of
      counsel, or otherwise in respect of the requirements of Regulation AB, (c)
      the
      parties shall comply with requests made by the Sponsor or the Depositor for
      delivery of additional or different information as the Sponsor or the Depositor
      may determine in good faith is necessary to comply with the provisions of
      Regulation AB, and (d) no amendment of this Agreement shall be required to
      effect any such changes in the parties’ obligations as are necessary to
      accommodate evolving interpretations of the provisions of Regulation
      AB.

     

    Notwithstanding
      the foregoing, the Servicer shall be under no obligation to provide any
      information in addition to that required by Sections 3.13, 3.14, 3.18 and 5.13
      of this Agreement as of the Closing Date that the Depositor deems required
      under
      Regulation AB if (i) the Servicer does not believe that such additional
      information is required under Regulation AB and (ii) the Servicer is not
      providing such additional information for its own securitizations, unless the
      Depositor pays all reasonable costs incurred by the Servicer in connection
      with
      the preparation and delivery of such additional information and the Servicer
      is
      given reasonable time to establish the necessary systems and procedures to
      produce such additional information.

     

    Section
      11.12  Early
      Termination of Swap Agreement.

     

    In
      the
      event that the Swap Agreement is canceled or otherwise terminated for any reason
      (other than the exhaustion of the interest rate protection provided thereby),
      the Sponsor shall, to the extent a replacement contract is available, direct
      the
      Trustee to execute a replacement contract comparable to the Swap Agreement,
      providing interest rate protection which is equal to the then-existing
      protection provided by the Swap Agreement, provided, however, that the cost
      of
      any such replacement contract providing the same interest rate protection
      provided by such replacement contract may be reduced to a level such that the
      cost of such replacement contract shall not exceed the amount of any early
      termination payment.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, the Depositor, the Sponsor, the Servicer, 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
                HOME EQUITY LOAN, INC.,

              as
                Depositor

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 
	 	 
	 	 
	
              NOMURA
                CREDIT & CAPITAL, INC.,

              as
                Sponsor

            
	 	 
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 
	 	 
	 	 
	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION,

              as
                Master Servicer and Securities Administrator

            
	 	 
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 
	 	 
	 	 
	
              HSBC
                BANK USA, NATIONAL ASSOCIATION,

              as
                Trustee

            
	 	 
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 
	 	 
	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              OCWEN
                LOAN SERVICING, LLC,

              as
                Servicer

            
	 	 
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 
	 	 
	 	 
	
              With
                respect to Sections 3.33 and 3.34

              PORTFOLIO
                SURVEILLANCE ANALYTICS, LLC

            
	 	 
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF NEW YORK

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            


    

    


    On
      this
      ___ day of April 2006, before me, a notary public in and for said State,
      appeared _____________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of Nomura Home Equity Loan, Inc.,
      one of the 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 April 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 CALIFORNIA

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF 

            	
              )

            


    

    


    On
      this
      ____ day of April 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 Ocwen Loan Servicing, LLC, one
      of
      the entities that executed the within instrument, and also known to me to be
      the
      person who executed it on behalf of such corporation and acknowledged to me
      that
      such corporation executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      	 	 
	 	
              Notary
                Public

            


    

    


     

    [Notarial
      Seal]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF 

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF 

            	
              )

            


    

    


    On
      this
      ____ day of April 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 April
      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 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]

     

    


     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A-1

     

    FORM
      OF CLASS A-[1][2][3][4] CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THE
      CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
      PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
      CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
      DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
      MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE 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.

     

    PRIOR
      TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY PERSON ACQUIRING
      A
      CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION 6.02(b)
      OF THE POOLING AND SERVICING AGREEMENT.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Certificate
                No. [__]

            	
              Pass-Through
                Rate: Floating

            
	 	 
	
              Class
                A-[1][2][3][4] Senior

            	 
	 	 
	
              Date
                of Pooling and Servicing Agreement

              and
                Cut-off Date: April 1, 2006

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

              $

            
	 	 
	
              Trustee:
                HSBC Bank USA, National Association

            	 
	 	 
	
              First
                Distribution Date: May 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:

              March
                25, 2036

            	
              CUSIP:
                [______________]

            
	 	 


    

    


    ASSET-BACKED
      CERTIFICATE

    SERIES
      2006-HE2

     

    evidencing
      a fractional undivided interest in the distributions allocable to the Class
      A-[1][2][3][4] Certificates with respect to a Trust Fund consisting primarily
      of
      a pool of conventional one- to four-family fixed rate and adjustable rate
      mortgage loans sold by NOMURA HOME EQUITY LOAN, INC.

     

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Nomura Home Equity Loan, Inc.
      (“NHEL”), the Securities Administrator or the Trustee or any of their affiliates
      or any other person. Neither this Certificate nor the underlying Mortgage Loans
      are guaranteed or insured by any governmental entity or by NHEL, the Securities
      Administrator or the Trustee or any of their affiliates or any other person.
      None of NHEL, the Trustee, the Securities Administrator or any of their
      affiliates will have any obligation with respect to any certificate or other
      obligation secured by or payable from payments on the Certificates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced hereby in the beneficial ownership interest of Certificates of the
      same Class as this Certificate in a trust (the “Trust Fund”) generally
      consisting of conventional
      first lien, adjustable 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 NHEL. The Mortgage Loans were sold
      by Nomura Credit & Capital, Inc. (the “Sponsor”) to NHEL. The Trust Fund was
      created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off
      Date specified above (the “Agreement”), among NHEL, as depositor (the
“Depositor”), the Sponsor, Ocwen
      Loan Servicing, LLC, as servicer (the “Servicer”), 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”), 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 period commencing on the immediately
      preceding Distribution Date (as hereinafter defined) (or with respect to the
      First Distribution Date, the Closing Date) and ending on the day immediately
      preceding the related Distribution Date on the Certificate Principal Balance
      hereof at a per annum Pass-Through Rate will equal the lesser of (i) the sum
      of
      One-Month LIBOR for that distribution date plus (A) on or prior to the first
      possible optional termination date, [___]% or (B) after the first possible
      optional termination date, [___]% and (ii) the Net Funds Cap. 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 Business Day immediately preceding such Distribution 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
      the
      month following 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.

     

    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, 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.

     

    Prior
      to
      the termination of the Supplemental Interest Trust, any transferee of this
      Certificate shall be deemed to make the representations 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
      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 either 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 (i) by the Master
      Servicer only if on such Distribution Date the aggregate Stated Principal
      Balance of the Mortgage Loans is less than or equal to 10% of the aggregate
      Stated Principal Balance of the Mortgage Loans at the Cut-off Date and (ii)
      by
      Ocwen Loan Servicing, LLC only if on such Distribution Date the aggregate Stated
      Principal Balance of the Mortgage Loans is less than or equal to 5% of the
      aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
      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 to occur of (i) 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: April
                __, 2006

            	 	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator 

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 	 


    

    


    


     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class A-[1][2][3][4] Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator 

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 	 


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      __________________________________ (Please print or typewrite name and address
      including postal zip code of assignee) a Percentage Interest evidenced by the
      within Asset-Backed Certificate and hereby authorizes the transfer of
      registration of such interest to assignee on the Certificate Register of the
      Trust Fund.

     

    I
      (We)
      further direct the Certificate Registrar to issue a new Certificate of a like
      denomination and Class, to the above named assignee and deliver such Certificate
      to the following address:

    


    
      	 	 	 
	 	 	
              .

            


    

    


    
      	
              Dated:

            	
              _________________________________

            
	 	
              Signature
                by or on behalf of assignor

            
	 	
              _________________________________

            
	 	
              Signature
                Guaranteed

            


    

    


    


     

    


     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ______________________________________________________ for the account of
      _______________________________________ account number               ,
      or, if
      mailed by check, to _________________________________________.

     

    Applicable
      statements should be mailed to _______________________________.

     

    This
      information is provided by__________________________________, the assignee
      named
      above,  _________________________________________________
as
      its
      agent.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
      A-2

     

    FORM
      OF CLASS M-[1][2][3][4][5][6][7][8][9] 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] [[AND/,] THE CLASS M-4 CERTIFICATES] [[,/AND] THE CLASS
      M-5 CERTIFICATES] [[,/AND] THE CLASS M-6 CERTIFICATES] [[,/AND] THE CLASS M-7
      CERTIFICATES] [AND] THE CLASS M-8 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 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 TRUSTEE 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: Floating

            
	 	 
	
              Class
                M-[1][2][3][4][5][6][7][8][9] Subordinate

            	 
	 	
               

            
	
              Date
                of Pooling and Servicing Agreement and Cut-off Date:

              April
                1, 2006

            	
              Aggregate
                Initial Certificate Principal Balance of the Class
                M-[1][2][3][4][5][6][7][8][9] Certificates as of the Cut-off
                Date:

              $
                

            
	 	 
	
              Trustee:
                HSBC Bank USA, National Association

            	 
	 	 
	
              First
                Distribution Date:

              May
                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:

              March
                25, 2036

            	
              CUSIP:
                [__________________]

            
	 	 


    

    


    ASSET-BACKED
      CERTIFICATE

    SERIES
      2006-HE2

     

    evidencing
      a fractional undivided interest in the distributions allocable to the Class
      M-[1][2][3][4][5][6][7][8][9] Certificates with respect to a Trust Fund
      consisting primarily of a pool of conventional one- to four-family fixed rate
      and adjustable rate mortgage loans sold by NOMURA HOME EQUITY LOAN,
      INC.

     

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Nomura Home Equity Loan, Inc.
      (“NHEL”), the Securities Administrator or the Trustee or any of their affiliates
      or any other person. Neither this Certificate nor the underlying Mortgage Loans
      are guaranteed or insured by any governmental entity or by NHEL, the Securities
      Administrator or the Trustee or any of their affiliates or any other person.
      None of NHEL, the Trustee, the Securities Administrator or any of their
      affiliates will have any obligation with respect to any certificate or other
      obligation secured by or payable from payments on the Certificates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced hereby in the beneficial ownership interest of Certificates of the
      same Class as this Certificate in a trust (the “Trust Fund”) generally
      consisting of conventional first lien, adjustable 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 NHEL.
      The Mortgage Loans were sold by Nomura Credit & Capital, Inc. (the
“Sponsor”) to NHEL. The Trust Fund was created pursuant to the Pooling and
      Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”), among NHEL, as depositor (the “Depositor”), the Sponsor, Ocwen
      Loan Servicing, LLC, as servicer (the “Servicer”), 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”), 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 period commencing on the immediately
      preceding Distribution Date (as hereinafter defined) (or with respect to the
      First Distribution Date, the Closing Date) and ending on the day immediately
      preceding the related Distribution Date on the Certificate Principal Balance
      hereof at a per annum Pass-Through Rate will equal the lesser of (i) the sum
      of
      One-Month LIBOR for that distribution date plus (A) on or prior to the first
      possible optional termination date, [___]% or (B) after the first possible
      optional termination date, [___]% and (ii) the Net Funds Cap. 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 Business Day immediately preceding such Distribution 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
      the
      month following 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, 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
      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 either 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 (i) by the Master
      Servicer only if on such Distribution Date the aggregate Stated Principal
      Balance of the Mortgage Loans is less than or equal to 10% of the aggregate
      Stated Principal Balance of the Mortgage Loans at the Cut-off Date and (ii)
      by
      Ocwen Loan Servicing, LLC only if on such Distribution Date the aggregate Stated
      Principal Balance of the Mortgage Loans is less than or equal to 5% of the
      aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
      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 to occur of (i) 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: April
                __, 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][5][6][7][8][9] 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__________________________________, the assignee
        named
        above,  _________________________________________________
as
        its
        agent.

    

    


     

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      A-3

     

    FORM
      OF CLASS B-[1][2] CERTIFICATE

     

    THIS
      CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES,
      THE
      MEZZANINE CERTIFICATES [AND THE CLASS B-1 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 TRUSTEE NAMED 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) 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 TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE
      AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE
      TO THE TRUSTEE 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.

     

    ANY
      TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR BE DEEMED TO MAKE THE
      REPRESENTATIONS SET FORTH IN SECTION 6.02(b) OF THE
      AGREEMENT.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Certificate
                No. [__]

            	
              Pass-Through
                Rate: Floating

            
	 	 
	
              Class
                B-[1][2] Subordinate

            	 
	 	
               

            
	
              Date
                of Pooling and Servicing Agreement and Cut-off Date:

              April
                1, 2006

            	
              Aggregate
                Initial Certificate Principal Balance of the Class B-[1][2] Certificates
                as of the Cut-off Date:

              $
                

            
	 	 
	
              Trustee:
                HSBC Bank USA, National Association

            	 
	 	 
	
              First
                Distribution Date:

              May
                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:

              March
                25, 2036

            	
              CUSIP:
                [__________________]

            
	 	 


    

    


    ASSET-BACKED
      CERTIFICATE

    SERIES
      2006-HE2

     

    evidencing
      a fractional undivided interest in the distributions allocable to the Class
      B-[1][2] Certificates with respect to a Trust Fund consisting primarily of
      a
      pool of conventional one- to four-family fixed rate and adjustable rate mortgage
      loans sold by NOMURA HOME EQUITY LOAN, INC.

     

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Nomura Home Equity Loan, Inc.
      (“NHEL”), the Securities Administrator or the Trustee or any of their affiliates
      or any other person. Neither this Certificate nor the underlying Mortgage Loans
      are guaranteed or insured by any governmental entity or by NHEL, the Securities
      Administrator or the Trustee or any of their affiliates or any other person.
      None of NHEL, the Trustee, the Securities Administrator or any of their
      affiliates will have any obligation with respect to any certificate or other
      obligation secured by or payable from payments on the Certificates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced hereby in the beneficial ownership interest of Certificates of the
      same Class as this Certificate in a trust (the “Trust Fund”) generally
      consisting of conventional first lien, adjustable 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 NHEL.
      The Mortgage Loans were sold by Nomura Credit & Capital, Inc. (the
“Sponsor”) to NHEL. The Trust Fund was created pursuant to the Pooling and
      Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”), among NHEL, as depositor (the “Depositor”), the Sponsor, Ocwen
      Loan Servicing, LLC, as servicer (the “Servicer”), 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”), 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 period commencing on the immediately
      preceding Distribution Date (as hereinafter defined) (or with respect to the
      First Distribution Date, the Closing Date) and ending on the day immediately
      preceding the related Distribution Date on the Certificate Principal Balance
      hereof at a per annum Pass-Through Rate will equal the lesser of (i) the sum
      of
      One-Month LIBOR for that distribution date plus (A) on or prior to the first
      possible optional termination date, [___]% or (B) after the first possible
      optional termination date, [___]% and (ii) the Net Funds Cap. 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 preceding such
      Distribution 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 the month following 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, 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.

     

    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 or
      the
      Securities Administrator 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 nor the Securities
      Administrator 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.

     

    Any
      Transferee of this Certificate shall make or be deemed to make the
      representations set forth in Section 6.02(b) of the Agreement.

     

    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
      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 either 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 (i) by the Master
      Servicer only if on such Distribution Date the aggregate Stated Principal
      Balance of the Mortgage Loans is less than or equal to 10% of the aggregate
      Stated Principal Balance of the Mortgage Loans at the Cut-off Date and (ii)
      by
      Ocwen Loan Servicing, LLC only if on such Distribution Date the aggregate Stated
      Principal Balance of the Mortgage Loans is less than or equal to 5% of the
      aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
      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 to occur of (i) 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:
      April __, 2006

    
      	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 	 
	
              By:

            	 
	 	
              Authorized
                Signatory

            


    

    


    


    


     

    


     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class B-[1][2] 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__________________________________, the assignee
        named
        above,  _________________________________________________
as
        its
        agent.

    

    


     

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      A-4

     

    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 SUBORDINATE
      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) 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 TRUSTEE 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 CERTIFICATE 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:

              April
                1, 2006

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

              $
                

            
	 	 
	
              Trustee:
                HSBC Bank USA, National Association

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

            
	 	 
	
              First
                Distribution Date:

              May
                25, 2006

            	
               

            
	 	 
	
              Assumed
                Final Distribution Date:

              March
                25, 2036

            	
              CUSIP:
                [_____________]

            
	 	 


    

    


    ASSET-BACKED
      CERTIFICATE

    SERIES
      2006-HE2

     

    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 and adjustable rate mortgage loans
      sold by NOMURA HOME EQUITY LOAN, INC.

     

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Nomura Home Equity Loan, Inc.
      (“NHEL”), the Securities Administrator or the Trustee or any of their affiliates
      or any other person. Neither this Certificate nor the underlying Mortgage Loans
      are guaranteed or insured by any governmental entity or by NHEL, the Securities
      Administrator or the Trustee or any of their affiliates or any other person.
      None of NHEL, the Trustee, the Securities Administrator or any of their
      affiliates will have any obligation with respect to any certificate or other
      obligation secured by or payable from payments on the Certificates.

     

    This
      certifies that Nomura Securities International, Inc. is the registered owner
      of
      the Percentage Interest evidenced hereby in the beneficial ownership interest
      of
      Certificates of the same Class as this Certificate in a trust (the “Trust
      Fund”), generally consisting of conventional first lien, adjustable 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 NHEL. The Mortgage Loans were sold by Nomura Credit &
Capital, Inc. (the “Sponsor”) to NHEL. The Trust Fund was created pursuant to
      the Pooling and Servicing Agreement dated as of the Cut-off Date specified
      above
      (the “Agreement”), among NHEL, as depositor (the “Depositor”), the Sponsor,
      Ocwen Loan Servicing, LLC, as servicer (the “Servicer”), 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”), 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 (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
      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
      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 either 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 (i) by the Master
      Servicer only if on such Distribution Date the aggregate Stated Principal
      Balance of the Mortgage Loans is less than or equal to 10% of the aggregate
      Stated Principal Balance of the Mortgage Loans at the Cut-off Date and (ii)
      by
      Ocwen Loan Servicing, LLC only if on such Distribution Date the aggregate Stated
      Principal Balance of the Mortgage Loans is less than or equal to 5% of the
      aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
      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 to occur of (i) 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:
      April __, 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__________________________________, the assignee
        named
        above,  _________________________________________________
as
        its
        agent.

    

    


     

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      A-5

     

    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) 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 TRUSTEE 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 CERTIFICATE 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:

              April
                1, 2006

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

            
	 	 
	
              Trustee:
                HSBC Bank USA, National Association

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

            
	 	 
	
              First
                Distribution Date:

              May
                25, 2006

            	 
	 	 
	
              Assumed
                Final Distribution Date:

              March
                25, 2036

            	
              CUSIP:
                [________________]

            
	 	 


    

    


    ASSET-BACKED
      CERTIFICATE

    SERIES
      2006-HE2

     

    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 and adjustable rate mortgage loans
      sold by NOMURA HOME EQUITY LOAN, INC.

     

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Nomura Home Equity Loan, Inc.
      (“NHEL”), the Securities Administrator or the Trustee or any of their affiliates
      or any other person. Neither this Certificate nor the underlying Mortgage Loans
      are guaranteed or insured by any governmental entity or by NHEL, the Securities
      Administrator or the Trustee or any of their affiliates or any other person.
      None of NHEL, the Trustee, the Securities Administrator or any of their
      affiliates will have any obligation with respect to any certificate or other
      obligation secured by or payable from payments on the Certificates.

     

    This
      certifies that Nomura Securities International, Inc. is the registered owner
      of
      the Percentage Interest evidenced hereby in the beneficial ownership interest
      of
      Certificates of the same Class as this Certificate in a trust (the “Trust
      Fund”), generally consisting of conventional first lien, adjustable 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 NHEL. The Mortgage Loans were sold by Nomura Credit &
Capital, Inc. (the “Sponsor”) to NHEL. The Trust Fund was created pursuant to
      the Pooling and Servicing Agreement dated as of the Cut-off Date specified
      above
      (the “Agreement”), among NHEL, as depositor (the “Depositor”), the Sponsor,
      Ocwen Loan Servicing, LLC (the “Servicer”), as servicer, 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”), 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
      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 either 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 (i) by the Master
      Servicer only if on such Distribution Date the aggregate Stated Principal
      Balance of the Mortgage Loans is less than or equal to 10% of the aggregate
      Stated Principal Balance of the Mortgage Loans at the Cut-off Date and (ii)
      by
      Ocwen Loan Servicing, LLC only if on such Distribution Date the aggregate Stated
      Principal Balance of the Mortgage Loans is less than or equal to 5% of the
      aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
      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 to occur of (i) 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:
      April __, 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__________________________________, the assignee
        named
        above,  _________________________________________________
as
        its
        agent.

    

    


     

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      A-6

     

    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 CERTIFICATE 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 TRUSTEE 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: April 1, 2006

            	 
	 	 
	
              Trustee:
                HSBC Bank USA, National Association 

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

            
	 	 
	
              First
                Distribution Date:

              May
                25, 2006

            	 
	 	 
	
              Assumed
                Final Distribution Date:

              March
                25, 2036

            	
              CUSIP:
                [_______________]

            
	 	 


    

    


    ASSET-BACKED
      CERTIFICATE

    SERIES
      2006-HE2

     

    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 and adjustable rate mortgage loans sold by NOMURA
      HOME
      EQUITY LOAN, INC.

     

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Nomura Home Equity Loan, Inc.
      (“NHEL”), the Securities Administrator or the Trustee or any of their affiliates
      or any other person. Neither this Certificate nor the underlying Mortgage Loans
      are guaranteed or insured by any governmental entity or by NHEL, the Securities
      Administrator or the Trustee or any of their affiliates or any other person.
      None of NHEL, the Trustee, the Securities Administrator or any of their
      affiliates will have any obligation with respect to any certificate or other
      obligation secured by or payable from payments on the Certificates.

     

    This
      certifies that Nomura Securities International, Inc. is the registered owner
      of
      the Percentage Interest evidenced hereby in the beneficial ownership interest
      of
      Certificates of the same Class as this Certificate in a trust (the “Trust
      Fund”), generally consisting
      of conventional
      first lien, adjustable 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 NHEL. The Mortgage Loans were sold
      by Nomura Credit & Capital, Inc. (the “Sponsor”) to NHEL. The Trust Fund was
      created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off
      Date specified above (the “Agreement”), among NHEL, as depositor (the
“Depositor”), the Sponsor, Ocwen Loan Servicing, LLC (the “Servicer”), as
      servicer, 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”), 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
      Trustee 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 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 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 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, 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
      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 either 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 (i) by the Master
      Servicer only if on such Distribution Date the aggregate Stated Principal
      Balance of the Mortgage Loans is less than or equal to 10% of the aggregate
      Stated Principal Balance of the Mortgage Loans at the Cut-off Date and (ii)
      by
      Ocwen Loan Servicing, LLC only if on such Distribution Date the aggregate Stated
      Principal Balance of the Mortgage Loans is less than or equal to 5% of the
      aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
      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 to occur of (i) 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:
      April __, 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__________________________________, the assignee
        named
        above,  _________________________________________________
as
        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)  	
              a
                code indicating to which Loan Group a Mortgage Loan has been assigned,
                if
                applicable;

            


    

     

    
      	c)  	
              a
                code indicating whether the Mortgaged Property is
                owner-occupied;

            


    

     

    
      	d)  	
              the
                type of Residential Dwelling constituting the Mortgaged
                Property;

            


    

     

    
      	e)  	
              the
                original months to maturity;

            


    

     

    
      	f)  	
              the
                original date of the Mortgage Loan and the remaining months to maturity
                from the Cut-off Date, based on the original amortization
                schedule;

            


    

     

    
      	g)  	
              the
                Loan-to-Value Ratio or Combined Loan-to-Value Ratio, as applicable,
                at
                origination;

            


    

     

    
      	h)  	
              the
                Mortgage Rate in effect immediately following the Cut-off
                Date;

            


    

     

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

            


    

     

    
      	j)  	
              the
                stated maturity date;

            


    

     

    
      	k)  	
              the
                amount of the Monthly Payment at
                origination;

            


    

     

    
      	l)  	
              the
                amount of the Monthly Payment as of the Cut-off
                Date;

            


    

     

    
      	m)  	
              the
                last Due Date on which a Monthly Payment was actually applied to
                the
                unpaid Stated Principal Balance;

            


    

     

    
      	n)  	
              the
                original principal amount of the Mortgage
                Loan;

            


    

     

    
      	o)  	
              the
                Stated Principal Balance of the Mortgage Loan as of the close of
                business
                on the Cut-off Date;

            


    

     

    
      	p)  	
              with
                respect to each adjustable rate Mortgage Loan, the first Adjustment
                Date;

            


    

     

    
      	q)  	
              with
                respect to each adjustable rate Mortgage Loan, the Gross
                Margin;

            


    

     

    
      	r)  	
              a
                code indicating the purpose of the loan (i.e., purchase financing,
                rate/term refinancing, cash-out
                refinancing);

            


    

     

    
      	s)  	
              with
                respect to each adjustable rate Mortgage Loan, the Maximum Mortgage
                Rate
                under the terms of the Mortgage
                Note;

            


    

     

    
      	t)  	
              with
                respect to each adjustable rate Mortgage Loan, the Minimum Mortgage
                Rate
                under the terms of the Mortgage
                Note;

            


    

     

    
      	u)  	
              the
                Mortgage Rate at origination;

            


    

     

    
      	v)  	
              with
                respect to each adjustable rate Mortgage Loan, the Periodic Rate
                Cap;

            


    

     

    
      	w)  	
              with
                respect to each adjustable rate Mortgage Loan, the first Adjustment
                Date
                immediately following the Cut-off
                Date;

            


    

     

    
      	x)  	
              with
                respect to each adjustable rate Mortgage Loan, the
                Index;

            


    

     

    
      	y)  	
              the
                date on which the first Monthly Payment was due on the Mortgage Loan
                and,
                if such date is not consistent with the Due Date currently in effect,
                such
                Due Date;

            


    

     

    
      	z)  	
              a
                code indicating whether the Mortgage Loan is an Adjustable Rate Mortgage
                Loan or a fixed rate Mortgage Loan;

            


    

     

    
      	aa)  	
              a
                code indicating the documentation style (i.e., full, stated or
                limited);

            


    

     

    
      	bb)  	
              a
                code indicating if the Mortgage Loan is subject to a primary insurance
                policy or lender paid mortgage insurance policy and the name of the
                insurer;

            


    

     

    
      	cc)  	
              the
                Appraised Value of the Mortgaged
                Property;

            


    

     

    
      	dd)  	
              the
                sale price of the Mortgaged Property, if
                applicable;

            


    

     

    
      	ee)  	
              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;

            


    

     

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

            


    

     

    
      	gg)  	
              the
                Mortgagor’s debt to income ratio at
                origination;

            


    

     

    
      	hh)  	
              the
                FICO score at origination;

            


    

     

    
      	ii)  	
              the
                applicable Servicer; and

            


    

     

    
      	jj)  	
              the
                initial seller who sold such Mortgage Loan to the
                Sponsor.

            


    

     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      C

     

    FORM
      OF
MORTGAGE
      LOAN PURCHASE AGREEMENT

     

    


    This
      is a
      Mortgage Loan Purchase Agreement (this “Agreement”), dated April 28, 2006,
      between Nomura Credit & Capital, Inc., a Delaware corporation (the “Seller”)
      and Nomura Home Equity Loan, Inc., a Delaware corporation (the
“Purchaser”).

    


    Preliminary
      Statement

    


    The
      Seller intends to sell the Mortgage Loans (as hereinafter identified) and the
      Interest Rate Swap Agreement to the Purchaser on the terms and subject to the
      conditions set forth in this Agreement. The Purchaser intends to deposit the
      Mortgage Loans into a mortgage pool comprising the Trust Fund. The Trust Fund
      will be evidenced by a single series of asset-backed certificates designated
      as
      Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series 2006-HE2,
      Asset-Backed Certificates (the “Certificates”). The Certificates will consist of
      eighteen (18) classes of certificates. The Certificates will be issued pursuant
      to a Pooling and Servicing Agreement for Series 2006-HE2, dated as of April
      1,
      2006 (the “Pooling and Servicing Agreement”), among the Purchaser as depositor,
      Wells Fargo Bank, N.A. as master servicer and securities administrator (“Wells
      Fargo”), Ocwen Loan Servicing, LLC as servicer (the “Servicer”), the Seller as
      seller 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 M-1,
      Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,
      Class M-9, Class B-1 and Class B-2 Certificates to Nomura Securities
      International, Inc. (the “Underwriter”), pursuant to the Underwriting Agreement,
      dated as of January 1, 2006, between the Purchaser and the Underwriter, and
      the
      Terms Agreement, dated April [__], 2006 (collectively, the “Underwriting
      Agreement”), between the Purchaser and the Underwriter. 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 April
      1,
      2006 (the “Custodial Agreement”), among the Trustee, the Servicer and Wells
      Fargo Bank, N.A. as the custodian (the “Custodian”), the Trustee desires 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 April 28, 2006
      (the
“Closing Date”), certain conventional, one-to four family, fixed-rate and
      adjustable-rate mortgage loans secured by first and second liens on residential
      real properties (the “Mortgage Loans”), having an aggregate principal balance as
      of the close of business on April 1, 2006 (the “Cut-off Date”) of approximately
      $[743,401,087] (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 B-1, Class B-2, Class X, Class P and Class R
      certificates (collectively the “Private Certificates”) which shall be registered
      in the name of the Underwriter.

    


    (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.

     

    (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.

    

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

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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 Underwriter 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 Underwriter 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 Underwriter and such investors or prospective investors,
      upon
      reasonable request during regular business hours, sufficient to permit the
      Purchaser, the Underwriter 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 the enforceability thereof
      may be limited by bankruptcy, insolvency, moratorium, receivership and other
      similar laws relating to creditors’ rights generally or the collectability
      thereof may be limited due to acceleration in connection with a foreclosure)
      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 (other than with
      respect to second lien Mortgage Loans, the subordination to the first lien)
      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 or
      second 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
      (other than with respect to second lien Mortgage Loans, the subordination to
      the
      first 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 or second 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
      Mortgage Interest Rate payable by the Mortgagor with respect to the Adjustable
      Rate Mortgage Loans is subject to adjustment at the time and in the amounts
      as
      are set forth in the related Mortgage Note; 

    


    (xxxvi)
      The first scheduled Monthly Payment under the terms of each Mortgage Note was
      received by the servicer servicing such Mortgage Loan by the 30th day following
      the related due date;

    


    (xxxvii)
      No
      Mortgagor was required to purchase any single premium credit insurance policy
      (e.g., life, mortgage, disability, accident, unemployment, or health insurance
      product) or debt cancellation agreement as a condition of obtaining the
      extension of credit. No Mortgagor obtained a prepaid single premium credit
      insurance policy (e.g., life, mortgage, disability, accident, unemployment,
      or
      health insurance product) in connection with the origination of the Mortgage
      Loan. No proceeds from any Mortgage Loan were used to purchase single premium
      credit insurance policies or debt cancellation agreements as part of the
      origination of, or as a condition to closing, such Mortgage Loan;

    


    (xxxviii)
      With respect to any Mortgage Loan that contains a provision permitting
      imposition of a Prepayment Charge upon a prepayment prior to maturity: (i)
      prior
      to the loan's origination, the Mortgagor agreed to such Prepayment Charge in
      exchange for a monetary benefit, including but not limited to a rate or fee
      reduction, (ii) prior to the loan's origination, the Mortgagor was offered
      the
      option of obtaining a mortgage loan that did not require payment of such a
      Prepayment Charge, (iii) the Prepayment Charge is disclosed to the Mortgagor
      in
      the loan documents pursuant to applicable state and federal law, (iv) for loans
      originated on or after October 1, 2002, the duration of the Prepayment Period
      shall not exceed three (3) years from the date of the note, unless the loan
      was
      modified to reduce the Prepayment Period to no more than three years from the
      date of the note and the Mortgagor was notified in writing of such reduction
      in
      Prepayment Period, and (v) notwithstanding any state or federal law to the
      contrary, no Servicer shall impose such Prepayment Premium in any instance
      when
      the mortgage debt is accelerated or paid off in connection with the workout
      of a
      delinquent mortgage or due to the Mortgagor’s default in making the loan
      payments;

    


    (xxxix)
      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;

    


    (xl) 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” (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);

    


    (xli) 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;

    


    (xlii) 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;

    


    (xliii) 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;


    


    (xliv)  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;

     

    (xlv)  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 5.6 Glossary Revised,
      Appendix E;

     

    (xlvi)  No
      Mortgage Loan originated on or after August 1, 2004 requires the borrower to
      submit to arbitration to resolve any dispute arising out of or relating in
      any
      way to the mortgage loan transaction;

     

    (xlvii)  No
      Mortgagor was encouraged or required to select a Mortgage Loan product offered
      by the Mortgage Loan's originator which is a higher cost product designed for
      less creditworthy borrowers, unless at the time of the Mortgage Loan's
      origination, such Mortgagor did not qualify taking into account credit history
      and debt to income ratios for a lower cost credit product then offered by the
      Mortgage Loan's originator or any affiliate of the Mortgage Loan's originator.
      If, at the time of loan application, the borrower may have qualified for a
      lower
      cost credit product then offered by any mortgage lending affiliate of the
      Mortgage Loan's originator, the Mortgage Loan's originator referred the
      Mortgagor’s application to such affiliate for underwriting
      consideration;

     

    (xlviii)  The
      methodology used in underwriting the extension of credit for each Mortgage
      Loan
      employs objective mathematical principles which relate the borrower's income,
      assets and liabilities to the proposed payment and such underwriting methodology
      does not rely on the extent of the Mortgagor’s equity in the collateral as the
      principal determining factor in approving such credit extension. Such
      underwriting methodology confirmed that at the time of origination
      (application/approval) the Mortgagor had a reasonable ability to make timely
      payments on the Mortgage Loan;

     

    (xlix)  All
      points and fees related to each Mortgage Loan were disclosed in writing to
      the
      borrower in accordance with applicable state and federal law and regulation.
      Except in the case of a Mortgage Loan in an original principal amount of less
      than $60,000 which would have resulted in an unprofitable origination, no
      Mortgagor was charged “points and fees” (whether or not financed) in an amount
      greater than five percent (5)% of the principal amount of such loan, such five
      percent (5)% limitation is calculated in accordance with Fannie Mae's
      anti-predatory lending requirements as set forth in the Fannie Mae Selling
      Guide;

     

    (l)  All
      fees
      and charges (including finance charges) and whether or not financed, assessed,
      collected or to be collected in connection with the origination and servicing
      of
      each Mortgage Loan has been disclosed in writing to the Mortgagor in accordance
      with applicable state and federal law and regulation; 

     

    (li)  The
      Servicer will transmit full-file credit reporting data for each Mortgage Loan
      pursuant to Fannie Mae Guide Announcement 95-19 and that for each Mortgage
      Loan,
      the Servicer agrees it shall report one of the following statuses each month
      as
      follows: new origination, current, delinquent (30-, 60-, 90-days, etc.),
      foreclosed, or charged-off;

     

    (lii)  No
      Mortgage Loan is a “High-Cost Home Loan” as defined in the Georgia Fair Lending
      Act, as amended and no
      Mortgage Loan originated (or modified) on or after October 1, 2002 through
      and
      including March 6, 2003 and secured by owner occupied real property or an owner
      occupied manufactured home located in the state of Georgia is governed by the
      Georgia Fair Lending Act;

     

    (liii)  The
      prepayment penalties included in the transaction are enforceable and were
      originated in compliance with all applicable federal, state and local
      laws;

     

    (liv)  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;

     

    (lv)  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;

     

    (lvi)  No
      Mortgage Loan contains a provision whereby the Mortgagor can convert an
      Adjustable Rate Mortgage Loan into a Fixed Rate Mortgage Loan;

     

    (lvii)  With
      respect to any Mortgage Loan that is secured by a second lien on the related
      Mortgaged Property, either (i) no consent for the Mortgage Loan is required
      by
      the holder of any related senior lien or (ii) such consent has been obtained
      and
      is contained in the Mortgage File; and

     

    (lviii)  With
      respect to a Mortgage Loan which is a second lien, as of the date hereof, the
      Seller has not received a notice of default of a senior lien on the related
      Mortgaged Property which has not been cured.

    


    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. Notwithstanding anything to the contrary
      contained herein, any breach of a representation or warranty contained in
      clauses (xxxiii), (xxxvii), (xxxviii), (xl), (xlv) and/or (lii) of Section
      8
      above, shall be automatically deemed to affect materially and adversely the
      interests of the Purchaser or the Purchaser’s assignee, transferee or designee.


    


    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 Underwriter 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 Underwriter;

    


    (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 Underwriter may reasonably request.

    


    SECTION
      12. Costs.
      The
      Seller shall pay (or shall reimburse the Purchaser or any other Person to the
      extent that the Purchaser or such other Person shall pay) all costs and expenses
      incurred in connection with the transfer and delivery of the Mortgage Loans,
      including without limitation, fees for title policy endorsements and
      continuations, the fees and expenses of the Seller’s accountants and attorneys,
      the costs and expenses incurred in connection with producing the Servicer’s loan
      loss, foreclosure and delinquency experience, and the costs and expenses
      incurred in connection with obtaining the documents referred to in Sections
      11(b) and 11(c), the costs and expenses of printing (or otherwise reproducing)
      and delivering this Agreement, the Pooling and Servicing Agreement, the
      Certificates, the prospectus and prospectus supplement, and any private
      placement memorandum relating to the Certificates and other related documents,
      the initial fees, costs and expenses of the Trustee and its counsel, the fees
      and expenses of the Purchaser’s counsel in connection with the preparation of
      all documents relating to the securitization of the Mortgage Loans, the filing
      fee charged by the Securities and Exchange Commission for registration of the
      Certificates and the fees charged by any rating agency to rate the Certificates.
      The Seller shall pay all costs and expenses related to recording the Assignments
      of Mortgage. All other costs and expenses in connection with the transactions
      contemplated hereunder shall be borne by the party incurring such
      expense.

    


    SECTION
      13. Mandatory
      Delivery; Grant of Security Interest.
      The
      sale and delivery on the Closing Date of the Mortgage Loans described on the
      Mortgage Loan Schedule in accordance with the terms and conditions of this
      Agreement is mandatory. It is specifically understood and agreed that each
      Mortgage Loan is unique and identifiable on the date hereof and that an award
      of
      money damages would be insufficient to compensate the Purchaser for the losses
      and damages incurred by the Purchaser in the event of the Seller’s failure to
      deliver the Mortgage Loans on or before the Closing Date. The Seller hereby
      grants to the Purchaser a lien on and a continuing security interest in the
      Seller’s interest in each Mortgage Loan and each document and instrument
      evidencing each such Mortgage Loan to secure the performance by the Seller
      of
      its obligation hereunder, and the Seller agrees that it holds such Mortgage
      Loans in custody for the Purchaser, subject to the Purchaser’s (i) right, prior
      to the Closing Date, to reject any Mortgage Loan to the extent permitted by
      this
      Agreement and (ii) obligation to deliver or cause to be delivered the
      consideration for the Mortgage Loans pursuant to Section 3 hereof. Any Mortgage
      Loans rejected by the Purchaser shall concurrently therewith be released from
      the security interest created hereby. All rights and remedies of the Purchaser
      under this Agreement are distinct from, and cumulative with, any other rights
      or
      remedies under this Agreement or afforded by law or equity and all such rights
      and remedies may be exercised concurrently, independently or
      successively.

    


    Notwithstanding
      the foregoing, if on the Closing Date, each of the conditions set forth in
      Section 10 hereof shall have been satisfied and the Purchaser shall not have
      paid or caused to be paid the Purchase Price, or any such condition shall not
      have been waived or satisfied and the Purchaser determines not to pay or cause
      to be paid the Purchase Price, the Purchaser shall immediately effect the
      redelivery of the Mortgage Loans, if delivery to the Purchaser has occurred,
      and
      the security interest created by this Section 13 shall be deemed to have been
      released.

    


    SECTION
      14. Notices.
      All
      demands, notices and communications hereunder shall be in writing and shall
      be
      deemed to have been duly given if personally delivered to or mailed by
      registered mail, postage prepaid, or transmitted by fax and, receipt of which
      is
      confirmed by telephone, if to the Purchaser, addressed to the Purchaser at
      Two
      World Financial Center, Building B, 21st
      Floor,
      New York, New York 10281, fax: (212) 667-1024, Attention: Legal Department
      (NHEL
      2006-HE2), 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:

            	
              Jeane
                Leschak

            
	
              Title:

            	
              Vice
                President

            
	 	 
	 	 
	
              NOMURA
                HOME EQUITY LOAN, INC.

            
	 	 
	 	 
	
              By:

            	 
	
              Name:

            	
              John
                P. Graham

            
	
              Title:

            	
              Managing
                Director

            


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      1

    


    CONTENTS
      OF MORTGAGE FILE

    


    With
      respect to each Mortgage Loan, the Mortgage File shall include each of the
      following items, which shall be available for inspection by the Purchaser or
      its
      designee, and which shall be delivered to the Purchaser or its designee pursuant
      to the terms of the Agreement.

     

    (a)  the
      original Mortgage Note (including all riders thereto) bearing all intervening
      endorsements necessary to show a complete chain of endorsements from the
      original payee, endorsed in blank, via
      original signature,
      and, if
      previously endorsed, signed in the name of the last endorsee by a duly qualified
      officer of the last endorsee. If
      the
      Mortgage Loan was acquired by the last endorsee in a merger, the endorsement
      must be by “[name of last endorsee], successor by merger to [name of
      predecessor]”. If the Mortgage Loan was acquired or originated by the last
      endorsee while doing business under another name, the endorsement must be by
      “[name of last endorsee], formerly known as [previous name]”;

     

    (b)  the
      original Assignment of Mortgage executed in blank;

     

    (c)  the
      original of any guarantee executed in connection with the Mortgage Note, if
      any;

     

    (d)  the
      original Mortgage (including all riders thereto) with evidence of recording
      thereon and the original recorded power of attorney, if the Mortgage was
      executed pursuant to a power of attorney, with evidence of recording thereon,
      and in the case of each MOM Loan, the original Mortgage, noting the presence
      of
      the MIN of the Mortgage Loan and either language indicating that the Mortgage
      Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination,
      the original Mortgage and the assignment thereof to MERS®, with evidence of
      recording indicated thereon; or, if the original Mortgage with evidence of
      recording thereon has not been returned by the public recording office where
      such Mortgage has been delivered for recordation or such Mortgage has been
      lost
      or such public recording office retains the original recorded Mortgage, a
      photocopy of such Mortgage, together with (i) in the case of a delay caused
      by
      the public recording office, an Officer’s Certificate of the title insurer
      insuring the Mortgage, the escrow agent, the seller or the Servicer stating
      that
      such Mortgage has been delivered to the appropriate public recording office
      for
      recordation and that the original recorded Mortgage or a copy of such Mortgage
      certified by such public recording office to be a true and complete copy of
      the
      original recorded Mortgage will be promptly delivered to the Custodian upon
      receipt thereof by the party delivering the Officer’s Certificate or by the
      Servicer; or (ii) in the case of a Mortgage where a public recording office
      retains the original recorded Mortgage or in the case where a Mortgage is lost
      after recordation in a public recording office, a copy of such Mortgage with
      the
      recording information thereon certified by such public recording office to be a
      true and complete copy of the original recorded Mortgage;

     

    (e)  the
      originals of all assumption, modification, consolidation or extension
      agreements, with evidence of recording thereon, if any;

     

    (f)  the
      originals of any intervening assignments of mortgage with evidence of recording
      thereon evidencing a complete chain of ownership from the originator of the
      Mortgage Loan to the last assignee, or if any such intervening assignment of
      mortgage has not been returned from the applicable public recording office
      or
      has been lost or if such public recording office retains the original recorded
      intervening assignments of mortgage, a photocopy of such intervening assignment
      of mortgage, together with (i) in the case of a delay caused by the public
      recording office, an Officer’s Certificate of the title insurer insuring the
      Mortgage, the escrow agent, the seller or the Servicer stating that such
      intervening assignment of mortgage has been delivered to the appropriate public
      recording office for recordation and that such original recorded intervening
      assignment of mortgage or a copy of such intervening assignment of mortgage
      certified by the appropriate public recording office to be a true and complete
      copy of the original recorded intervening assignment of mortgage will be
      promptly delivered to the Custodian upon receipt thereof by the party delivering
      the Officer’s Certificate or by the Servicer; or (ii) in the case of an
      intervening assignment of mortgage where a public recording office retains
      the
      original recorded intervening assignment of mortgage or in the case where an
      intervening assignment of mortgage is lost after recordation in a public
      recording office, a copy of such intervening assignment of mortgage with
      recording information thereon certified by such public recording office to
      be a
      true and complete copy of the original recorded intervening assignment of
      mortgage;

     

    (g)  if
      the
      Mortgage Note, the Mortgage, any Assignment of Mortgage, or any other related
      document has been signed by a Person on behalf of the Mortgagor, the original
      power of attorney or other instrument that authorized and empowered such Person
      to sign;

     

    (h)  the
      original lender’s title insurance policy in the form of an ALTA mortgage title
      insurance policy
      or,
      if the
      original lender’s title insurance policy has not been issued, the irrevocable
      commitment to issue the same; and

     

    (i)  the
      original of any security agreement, chattel mortgage or equivalent document
      executed in connection with the Mortgage, if any.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      2

    FORM
      OF LOST NOTE AFFIDAVIT

    


    Loan
      #:
_______________

    Borrower:
      _______________

    


    LOST
      NOTE
      AFFIDAVIT

    


    


    I,
      as
      _____________________ of ____________________, a _______________ am authorized
      to make this Affidavit on behalf of Nomura Credit & Capital, Inc. (the
“Seller”). In connection with the administration of the Mortgage Loans held by
      ______________________, a _______________ [corporation] as Seller on behalf
      of
      ____________________ (the “Purchaser”), _______________________ (the
“Deponent”), being duly sworn, deposes and says that:

    


    1. The
      Seller’s address is:

    
      	 
	 
	 


    

    


    2. The
      Seller previously delivered to the Purchaser a signed Initial Certification
      with
      respect to such Mortgage and/or Assignment of Mortgage;

    


    3. Such
      Mortgage Note and/or Assignment of Mortgage was assigned or sold to the
      Purchaser by __________________, a _________________ pursuant to the terms
      and
      provisions of a Mortgage Loan Purchase Agreement dated as of April 28,
      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

     

    FORM
      OF
      TRANSFER AFFIDAVIT

     

    Affidavit
      pursuant to Section 860E(e)(4) of the Internal Revenue Code of 1986, as amended,
      and for other purposes

     

    
      	
              STATE
                OF

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF

            	
              )

            	 


    

    


    [NAME
      OF
      OFFICER], being first duly sworn, deposes and says:

     

    1. That
      he/she is [Title of Officer] of [Name of Investor] (the “Investor”), a [savings
      institution] [corporation] duly organized and existing under the laws of [the
      State of _____] [the United States], on behalf of which he makes this
      affidavit.

     

    2. That
      (i)
      the Investor is not a “disqualified organization” as defined in Section
      860E(e)(5) of the Internal Revenue Code of 1986, as amended (the “Code”), and
      will not be a disqualified organization as of [Closing Date] [date of purchase];
      (ii) it is not acquiring the Nomura Home Equity Loan, Inc. Home Equity Loan
      Trust, Asset-Backed Certificates, Series 2006-HE2, Class R Certificates (the
      “Residual Certificates”) for the account of a disqualified organization; (iii)
      it consents to any amendment of the Pooling and Servicing Agreement that shall
      be deemed necessary by Nomura Home Equity Loan, Inc. (upon advice of counsel)
      to
      constitute a reasonable arrangement to ensure that the Residual Certificates
      will not be owned directly or indirectly by a disqualified organization; and
      (iv) it will not transfer such Residual Certificates unless (a) it has received
      from the transferee an affidavit in substantially the same form as this
      affidavit containing these same four representations and (b) as of the time
      of
      the transfer, it does not have actual knowledge that such affidavit is
      false.

     

    3. That
      the
      Investor is one of the following: (i) a citizen or resident of the United
      States, (ii) a corporation or partnership (including an entity treated as a
      corporation or partnership for federal income tax purposes) created or organized
      in, or under the laws of, the United States or any state thereof or the District
      of Columbia (except, in the case of a partnership, to the extent provided in
      regulations), provided that no partnership or other entity treated as a
      partnership for United States federal income tax purposes shall be treated
      as a
      United States Person unless all persons that own an interest in such partnership
      either directly or through any entity that is not a corporation for United
      States federal income tax purposes are United States Persons, (iii) an estate
      whose income is subject to United States federal income tax regardless of its
      source, or (iv) a trust other than a “foreign trust,” as defined in Section 7701
      (a)(31) of the Code.

     

    4. That
      the
      Investor’s taxpayer identification number is
      ______________________.

     

    5. That
      no
      purpose of the acquisition of the Residual Certificates is to avoid or impede
      the assessment or collection of tax.

     

    6. That
      the
      Investor understands that, as the holder of the Residual Certificates, the
      Investor may incur tax liabilities in excess of any cash flows generated by
      such
      Residual Certificates.

     

    7. That
      the
      Investor intends to pay taxes associated with holding the Residual Certificates
      as they become due.

     

    IN
      WITNESS WHEREOF, the Investor has caused this instrument to be executed on
      its
      behalf, pursuant to authority of its Board of Directors, by its [Title of
      Officer] this ____ day of _________, 20__.

     

    
      	 	 	 	 	 	 	 	
              [NAME
                OF INVESTOR]

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              [Name
                of Officer]

            
	 	 	 	 	 	 	 	 	
              [Title
                of Officer]

            
	 	 	 	 	 	 	 	 	
              [Address
                of Investor for receipt of distributions]

            
	 	 	 	 	 	 	 	 	
              Address
                of Investor for receipt of tax
                information:

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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
      Home Equity Loan, Inc.

    2
      World
      Financial Center, Building B

    New
      York,
      New York 10281

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series
      2006-HE2

     

    
      	
              Re:

            	
              Nomura
                Home Equity Loan, Inc. 

              Asset-Backed
                Certificates, Series 2006-HE2,
                Class_[_]

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with the sale by ___________ (the “Sponsor”) to ________ (the
“Purchaser”) of $_________ Initial Certificate Principal Balance of Asset-Backed
      Certificates, Series 2006-HE2, Class _____ (the “Certificates”), issued pursuant
      to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
      dated as of April 1, 2006, among Nomura Home Equity Loan, Inc., as depositor
      (the “Depositor”), Nomura Credit & Capital, Inc., as sponsor, Ocwen
      Loan Servicing, LLC, as servicer (the “Servicer”), 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
      Home Equity Loan, Inc.

    2
      World
      Financial Center

    New
      York,
      New York 10281

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series
      2006-HE2

     

    
      	
              Re:

            	
              Nomura
                Home Equity Loan, Inc., Home Equity Loan Trust, Asset-Backed Certificates,
                Series 2006-HE2

            


    

     

    Ladies
      and Gentlemen:

     

    _______________
      (the “Purchaser”) intends to purchase from ____________ (the “Sponsor”)
      $_________ Initial Certificate Principal Balance of Asset-Backed Certificates,
      Series 2006-HE2, Class _____ (the “Certificates”), issued pursuant to the
      Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated
      as of April 1, 2006, among Nomura Home Equity Loan, Inc., as depositor (the
      “Depositor”), Nomura Credit & Capital, Inc., as sponsor, Ocwen Loan
      Servicing, LLC, as servicer (the “Servicer”), 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
      Home Equity Loan, Inc.

    2
      World
      Financial Center

    New
      York,
      New York 10281

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

     

    
      	
              Re:

            	
              Nomura
                Home Equity Loan, Inc., Home Equity Loan Trust, Asset-Backed Certificates,
                Series 2006-HE2 (the “Certificates”), including the Class 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 Trustee)
                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 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 B Certificate, are making or are deemed to make the representations
                set forth in Section 6.02(b) of the Agreement, or (iii) 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 ___ 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.

               

            
	 	
              [FOR
                CLASS B-1 CERTIFICATES] ANY TRANSFEREE OF THIS CERTIFICATE SHALL
                MAKE OR
                BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 6.02(b)
                OF THE
                AGREEMENT.

               

            
	 	
              [FOR
                CLASS B-2, CLASS X, CLASS P AND CLASS R CERTIFICATES] 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 April 1, 2006, between Nomura Home Equity
      Loan, Inc., as depositor, Nomura Credit & Capital, Inc., as sponsor, Ocwen
      Loan Servicing, LLC, as servicer (the “Servicer”), 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 Trustee 

    Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Fax:
      (410) 715-2380

    E-mail:
      cts.sec.notifications@wellsfargo.com

     

    Attn: Corporate
      Trust Services - Nomura Home Equity Loan, Inc., Home Equity Loan Trust,
 Asset-Backed
      Certificates, Series 2006-HE2 - 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
      April 1, 2006, among the Purchaser as depositor, Ocwen Loan Servicing, LLC,
      as a
      servicer (“Ocwen”), 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

    


    Prepayment
      Charge Schedule

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    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

            	
              Seller

            	
              Servicer

            	
              Trustee

            	
              Custodian

            	
              Wells
                Fargo2 
                Wells Fargo in its capacity as Paying Agent, Master Servicer and
                Securities Administrator.

            
	
              (1) General
                Servicing Considerations

            	 	 	 	 	 	 
	
              (i) monitoring
                performance or other triggers and events of default

            	 	 	
              X

            	 	 	
              X

            
	
              (ii) monitoring
                performance of vendors of activities outsourced

            	 	 	
              X

            	 	 	 
	
              (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

    


     

    BACK-UP
      CERTIFICATION

     

    Re: __________
      (the “Trust”)

     

     

    Asset-Backed
      Certificates, Series 2006-HE2

     

    I,
      [identify the certifying individual], certify to Nomura Home Equity Loan, Inc.
      (the “Depositor”), HSBC Bank USA, National Association (the “Trustee”) and Wells
      Fargo Bank, N.A. (the “Master Servicer”), and their respective officers,
      directors and affiliates, and with the knowledge and intent that they will
      rely
      upon this certification, that:

     

    (1) I
      have
      reviewed the servicer compliance statement of the Servicer provided in
      accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
      report on assessment of the Servicer’s compliance with the servicing criteria
      set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided
      in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of
      1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
      report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
      Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all
      servicing reports, officer’s certificates and other information relating to the
      servicing of the Mortgage Loans by the Servicer during 200[ ] that were
      delivered by the Servicer to the Master Servicer pursuant to the Agreement
      (collectively, the “Servicer Servicing Information”);

     

    (2) Based
      on
      my knowledge, the Servicer Servicing Information, taken as a whole, does not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in the light of the circumstances under
      which such statements were made, not misleading with respect to the period
      of
      time covered by the Servicer Servicing Information;

     

    (3) Based
      on
      my knowledge, all of the Servicer Servicing Information required to be provided
      by the Servicer under the Agreement has been provided to the Master
      Servicer;

     

    (4) I
      am
      responsible for reviewing the activities performed by the Servicer as servicer
      under the Agreement, and based on my knowledge and the compliance review
      conducted in preparing the Compliance Statement and except as disclosed in
      the
      Compliance Statement, the Servicing Assessment or the Attestation Report, the
      Servicer has fulfilled its obligations under the Agreement in all material
      respects; and

     

    (5) The
      Compliance Statement required to be delivered by the Servicer pursuant to the
      Agreement, and the Servicing Assessment and Attestation Report required to
      be
      provided by the Servicer and by any Subservicer or Subcontractor pursuant to
      the
      Agreement, have been provided to the Master Servicer. Any material instances
      of
      noncompliance described in such reports have been disclosed to the Master
      Servicer. Any material instance of noncompliance with the Servicing Criteria
      has
      been disclosed in such reports.

     

    Capitalized
      terms used and not otherwise defined herein have the meanings assigned thereto
      in the Pooling and Servicing Agreement (the “Agreement”), dated as of April 1,
      2006, among Nomura Home Equity Loan, Inc., Nomura Credit & Capital, Inc.,
      Ocwen Loan Servicing, LLC, 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

            	
              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 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

            	
              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

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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

     

     

    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
      P

    


    SWISS
      RE FINANCIAL PRODUCTS CORPORATION

    55
      East 52nd
      Street

    New
      York, New York 10055

    Fax:
      (917) 322-7201/Phone: (212) 407-7322

    


    28
      April
      2006

    


    


    To:
       Nomura
      Global Financial Products Inc.

    Attention: John
      Graham

    Fax:
      646-587-9592

     

    


    (a)  Our
      Reference Number: 864184/864188

     

    ______________________________________________________________________________

    


    


    Dear
      Sir/Madam

    


    


    The
      purpose of this letter agreement (this "Confirmation") is to confirm the terms
      and conditions of the Transaction entered into between us on the Trade Date
      specified below (the “Transaction"). This Confirmation constitutes a
      "Confirmation" as referred to in the Agreement specified below.

    


    In
      this
      Confirmation "Party A" means Swiss Re Financial Products Corporation and
      "Counterparty" means Nomura Global Financial Products Inc.

    


    
      	
              1.

            	
              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. References herein to a "Transaction" shall
                be
                deemed to be references to a "Swap Transaction" for the purposes
                of the
                2000 ISDA Definitions. Capitalized terms used but not otherwise defined
                herein shall have the meaning accredited to them in the Pooling and
                Servicing Agreement.

            


    

     

    
      	 	
              This
                Confirmation supplements, forms part of, and is subject to, the 1992
                ISDA
                Master Agreement dated as of March 1, 2005 as amended and supplemented
                from time to time (the "Agreement"), between you and us. All provisions
                contained in the Agreement govern this Confirmation except as expressly
                modified below. 

            


    

     

    
      	 	
              Party
                A represents that it has entered into this Transaction in reliance
                upon
                such tax, accounting, regulatory, legal, and financial advice as
                it deems
                necessary and not upon any view expressed by the other, and Counterparty
                represents that it has been directed to enter into this
                Transaction.

            


    

    


    
      	
              2.

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

            


    

    Notional
      Amount: For
      each
      Calculation Period, the lesser of (i) the aggregate Certificate Principal
      Balance of the Senior Certificates and the Subordinate Certificates immediately
      preceding the related Distribution Date and (ii) the Notional Amount for such
      Calculation Period as set forth in Schedule A attached hereto.

    


    
      	 	
              Trade
                Date:

            	
              April
                24, 2006

            
	 	 	 
	 	
              Effective
                Date:

            	
              April
                28, 2006

            
	 	 	 
	 	
              Termination
                Date:

            	
              April
                25, 2009; subject to adjustment in accordance with the Following
                Business
                Day Convention.

            


    

    Fixed
      Amounts:

    


    
      	 	
              Fixed
                Rate Payer:

            	
              Party
                A

            
	 	 	 
	 	
              Fixed
                Rate Payer

            	 
	 	
              Period
                End Dates:

            	
              The
                25th day of each month, commencing on May 25, 2006, with No
                Adjustment.

            
	 	 	 
	 	
              Fixed
                Rate Payer

            	 
	 	
              Payment
                Dates:

            	
              Early
                Payment shall be applicable. The Fixed Rate Payer Payment Date shall
                be
                one Business Day preceding each Fixed Rate Payer Period End
                Date.

            
	 	 	 
	 	
              Fixed
                Rate

            	
              5.2775
                per cent

            
	 	 	 
	 	
              Fixed
                Rate

            	 
	 	
              Day
                Count Fraction:

            	
              30/360

            
	 	 	 
	 	
              Additional
                Fixed

            	 
	 	
              Amount:

            	
              USD
                2,480,000

            
	 	 	 
	 	
              Additional
                Fixed

            	 
	 	
              Amount
                Payer:

            	
              Party
                A

            
	 	 	 
	 	
              Additional
                Fixed

            	 
	 	
              Amount
                Payment Date:

            	
              April
                28, 2006

            
	 	 	 


    

    Floating
      Amounts:

    


    
      	 	
              Floating
                Rate Payer:

            	
              Counterparty

            
	 	 	 
	 	
              Floating
                Rate Payer

            	 
	 	
              Payment
                Dates:

            	
              The
                25th day of each month, commencing on May 25, 2006, subject to adjustment
                in accordance with the Following Business Day
                Convention.

            
	 	 	 
	 	 	 
	 	
              Floating
                Rate Payer

            	 
	 	
              Payment
                Dates:

            	
              Early
                Payment shall be applicable. The Floating Rate Payer Payment Date
                shall be
                one Business Day preceding each Floating Rate Payer Period End Date.
                

            
	 	 	 
	 	
              Floating
                Rate Option:

            	
              USD-LIBOR-BBA

            
	 	 	 
	 	
              Designated
                Maturity:

            	
              1
                month

            
	 	 	 
	 	
              Floating
                Rate

            	 
	 	
              Day
                Count Fraction:

            	
              Actual/360

            
	 	 	 
	 	
              Reset
                Dates:

            	
              The
                first day of each Calculation Period

            
	 	 	 
	 	
              Compounding:

            	
              Inapplicable

            
	 	 	 
	 	
              Calculation
                Agent:

            	
              Party
                A

            
	 	 	 
	 	
              Business
                Days:

            	
              New
                York 

            
	 	 	 
	 	
              Additional
                Termination Events:

            	 


    

    


    (i)
      If,
      at any time, the Master Servicer or Ocwen Loan Servicing, LLC purchases the
      Mortgage Loans and related REO Properties pursuant to Section 10.01 of the
      Pooling and Servicing Agreement (defined below) (an “Optional Termination”), an
      Additional Termination Event shall have occurred with respect to Counterparty
      and each of SRFP and Counterparty shall be an Affected Party with respect to
      such Additional Termination Event. If such an Additional Termination Event
      occurs then the definition of Notional Amount in the Confirmation shall be
      deleted in its entirety and replaced with the following:

    


    “With
      respect to each Calculation Period the Notional Amount as set forth in Appendix
      A attached hereto multiplied by a factor. The factor will be set at the time
      of
      the Optional Termination to be the quotient of (i) the Notional Amount
      immediately prior to the Optional Termination divided by (ii) the Notional
      Amount set forth in Appendix A for the period immediately prior to the Optional
      Termination.”

    


    The
      Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated
      as of April 1, 2006, among Nomura Home Equity Loan, Inc., as depositor (the
      “Depositor”), Nomura Credit & Capital, Inc., as seller (in such capacity,
      the “Sponsor”), Wells Fargo Bank, National Association, as master servicer (the
“Master Servicer”) and securities administrator (the “Securities
      Administrator”), Ocwen Loan Servicing, LLC, as servicer (the “Servicer”) and
      HSBC Bank, USA, National Association, not in its individual capacity, but solely
      as trustee (the “Trustee”).

    


    (ii)
      It
      shall be an Additional Termination Event upon the occurrence of an early
      termination of the Swap Transaction between Party A and HSBC Bank USA, National
      Association, not individually, but solely as trustee on behalf of the
      Supplemental Interest Trust with respect to Nomura Home Equity Loan, Inc.,
      Home
      Equity Loan Trust, Series 2006-HE2, Asset-Backed Certificates, Series 2006-HE2,
      dated as of April 28, 2006, with a Reference Number of 864159. Both parties
      shall be Affected Parties.

     

    Account
      Details:

    


    Payments
      to Party A:        
 JPMorgan
      Chase Bank

    SWIFT:
      CHASUS33

    Account
      of: Swiss Re Financial Products

    Account
      No.: 066-911184

    


     

    Payments
      to Counterparty:      
Please
      advise

     

     

    3.
       Collateral
      Provisions

     

    For
      the
      purpose of calculating any Exposure related to this Transaction, the terms
      of
      this Transaction are deemed to be modified as follows. For the avoidance of
      doubt, this modification applies only to the calculation of Exposure and not
      to
      any other provisions of this Transaction or the Agreement.

    


    
      	 	
              Early
                Termination

            	 
	 	
              Notional
                Amount:

            	
              As
                set forth in the Attached Schedule, Schedule A.

            
	 	
              Optional
                Early Termination:

            	
              Applicable

            
	 	
              Option
                Style:

            	
              Bermuda

            
	 	
              Seller:

            	
              Counterparty

            
	 	
              Buyer:

            	
              Party
                A

            
	 	
              Exercise
                Business Days:

            	
              New
                York

               

            
	 	
              Procedure
                for Exercise:

            	 
	 	
              Bermuda
                Option  Exercise
                Dates:

            	
              The
                25th day of each month, commencing on May 25, 2006, subject to adjustment
                in accordance with the Following Business Day
                Convention

            
	 	
              Expiration
                Date:

            	
              March
                25, 2009

            
	 	 	 


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A
      to the
      Confirmation dated as of April 28, 2006 

    Re:
      Reference Number 864184/864188

    


    Between
      Swiss Re Financial Products Corporation and Nomura Global Financial Products
      Inc.

    


    Amortization
      Schedule, Floating
      Rate Payer Period End Dates shall be subject to adjustment in accordance with
      the Following Business Day Convention and Fixed Rate Payer Period End Dates
      will
      use No Adjustment.

     

    
      	
              From
                and including:

            	
              To
                but excluding:

            	
              Notional
                Amount (USD):

            
	
              Effective
                Date

            	
              5/25/2006

            	
              719,978,000

            
	
              5/25/2006

            	
              6/25/2006

            	
              708,388,000

            
	
              6/25/2006

            	
              7/25/2006

            	
              695,651,000

            
	
              7/25/2006

            	
              8/25/2006

            	
              681,808,000

            
	
              8/25/2006

            	
              9/25/2006

            	
              666,904,000

            
	
              9/25/2006

            	
              10/25/2006

            	
              650,986,000

            
	
              10/25/2006

            	
              11/25/2006

            	
              634,110,000

            
	
              11/25/2006

            	
              12/25/2006

            	
              616,374,000

            
	
              12/25/2006

            	
              1/25/2007

            	
              598,209,000

            
	
              1/25/2007

            	
              2/25/2007

            	
              580,547,000

            
	
              2/25/2007

            	
              3/25/2007

            	
              563,388,000

            
	
              3/25/2007

            	
              4/25/2007

            	
              546,717,000

            
	
              4/25/2007

            	
              5/25/2007

            	
              530,522,000

            
	
              5/25/2007

            	
              6/25/2007

            	
              514,787,000

            
	
              6/25/2007

            	
              7/25/2007

            	
              499,500,000

            
	
              7/25/2007

            	
              8/25/2007

            	
              484,649,000

            
	
              8/25/2007

            	
              9/25/2007

            	
              470,220,000

            
	
              9/25/2007

            	
              10/25/2007

            	
              456,202,000

            
	
              10/25/2007

            	
              11/25/2007

            	
              442,349,000

            
	
              11/25/2007

            	
              12/25/2007

            	
              424,614,000

            
	
              12/25/2007

            	
              1/25/2008

            	
              400,250,000

            
	
              1/25/2008

            	
              2/25/2008

            	
              377,378,000

            
	
              2/25/2008

            	
              3/25/2008

            	
              355,874,000

            
	
              3/25/2008

            	
              4/25/2008

            	
              335,790,000

            
	
              4/25/2008

            	
              5/25/2008

            	
              319,446,000

            
	
              5/25/2008

            	
              6/25/2008

            	
              308,370,000

            
	
              6/25/2008

            	
              7/25/2008

            	
              297,676,000

            
	
              7/25/2008

            	
              8/25/2008

            	
              287,340,000

            
	
              8/25/2008

            	
              9/25/2008

            	
              277,344,000

            
	
              9/25/2008

            	
              10/25/2008

            	
              267,676,000

            
	
              10/25/2008

            	
              11/25/2008

            	
              258,326,000

            
	
              11/25/2008

            	
              12/25/2008

            	
              249,283,000

            
	
              12/25/2008

            	
              1/25/2009

            	
              240,537,000

            
	
              1/25/2009

            	
              2/25/2009

            	
              232,082,000

            
	
              2/25/2009

            	
              3/25/2009

            	
              223,903,000

            
	
              3/25/2009

            	
              Termination
                Date

            	
              215,992,000

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Please
      confirm that the foregoing correctly sets forth the terms of our agreement
      by
      executing the copy of this Confirmation enclosed for that purpose and returning
      it to us.

    


    
      	
              Swiss
                Re Financial Products Corporation

            	 	
              Accepted
                and confirmed as of the date first written:

               

              Nomura
                Global Financial Products Inc.

            
	 	 	 	 	 
	 	 	 	 	 
	
              By:

            	 	 	
              By:

            	 
	
              Name:

            	 	 	
              Name:

            	 
	
              Title:

            	 	 	
              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. 

    2.  

     

    3.  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.

     

    4.  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

            	
              ________________

            	
              (5)

            
	
              (6)

            	
              Property
                Maintenance

            	
              ________________

            	
              (6)

            
	
              (7)

            	
              MI/Hazard
                Insurance Premiums

            	
              ________________

            	
              (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 Proceeds

            	
              ________________

            	
              (18)

            
	
              (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