Unassociated Document


    ______________________________________

    


    AMENDMENT
      NO. 1

    Dated
      as
      of August 17, 2006

    to

    POOLING
      AND SERVICING AGREEMENT

    Dated
      as
      of June 1, 2006

    among

    NOMURA
      HOME EQUITY LOAN, INC.,

    Depositor

    NOMURA
      CREDIT & CAPITAL, INC.,

    Sponsor
      

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

    Master
      Servicer and Securities Administrator

    and

    HSBC
      BANK
      USA, NATIONAL ASSOCAITION

    Trustee
      

    ______________________________________

    


    NOMURA
      HOME EQUITY LOAN, INC.

     

    ASSET-BACKED
      CERTIFICATES, SERIES 2006-WF1

    ______________________________________

    


    THIS
      AMENDMENT NO. 1, dated as of August 17, 2006 (this “Amendment”), to the Pooling
      and Servicing Agreement, dated as of June 1, 2006, among NOMURA HOME EQUITY
      LOAN, INC., as depositor (the “Depositor”), NOMURA CREDIT & CAPITAL, INC.,
      as sponsor (the “Sponsor”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as master
      servicer (the “Master Servicer”) and securities administrator (the “Securities
      Administrator”) and HSBC BANK USA, NATIONAL ASSOCIATION, as trustee (the
“Trustee”) (the “Pooling and Servicing Agreement”).

    


    W
      I T N E
      S S E T H

    


    WHEREAS,
      the Depositor, the Sponsor, the Master Servicer, the Securities Administrator
      and the Trustee entered into the Pooling and Servicing Agreement;

    


    WHEREAS,
      the Depositor, the Sponsor and Bear Stearns Financial Products, Inc. (the “Swap
      Provider”) desire to amend the Pooling and Servicing Agreement to supplement the
      provisions contained therein with respect to the exercise of the Optional
      Termination as it relates to the termination of the Swap Agreement;


    


    WHEREAS,
      Section 11.01 of the Pooling and Servicing Agreement provides that the Pooling
      and Servicing Agreement may be amended from time to time by the parties thereto,
      without the consent of any of the Certificateholders, to correct or supplement
      any provisions contained therein upon the satisfaction of certain conditions
      set
      forth therein including, without limitation, the consent of the Swap Provider
      if
      such amendment would adversely affect in any material respect the interests
      of
      the Swap Provider under the Pooling and Servicing Agreement;

    


    NOW,
      THEREFORE, the parties hereto agree as follows:

    


    SECTION
      1. Defined Terms.

    


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

    


    SECTION
      2. The Amendment.

    


    (a)
      Section 1.01 of the Pooling and Servicing Agreement is hereby amended by adding
      the following defined term thereto::

    


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

     

    (b)
      Section 10.02 of the Pooling and Servicing Agreement is hereby amended by
      deleting the last sentence of the first paragraph and the third and fourth
      paragraphs thereof and replacing such provisions with the
      following:

    


    In
      connection with the exercise of the Optional Termination, four Business Days
      prior to the final Distribution Date specified in the notice required pursuant
      to the second paragraph of this Section 10.02, the Securities Administrator
      shall, no later than 4:00 pm New York City time on such day, request from the
      Swap Provider the amount of the Estimated Swap Termination Payment. The Swap
      Provider shall, no later than 2:00 pm on the following Business Day, notify
      in
      writing (which may be done in electronic format) the Securities Administrator
      of
      the amount of the Estimated Swap Termination Payment; the Securities
      Administrator shall promptly on the same day notify the Master Servicer of
      the
      amount of the Estimated Swap Termination Payment. 

    


    Two
      Business Days prior to the final Distribution Date specified in the notice
      required pursuant to the second paragraph of this Section 10.02, (i) the Master
      Servicer shall, no
      later than 1:00 pm New
      York
      City time on such day, deposit funds in the Distribution Account in an amount
      equal to the Termination Price (other than the Swap Termination Payment) and
      the
      Estimated Swap Termination Payment, and (ii) if the Securities Administrator
      shall have determined that the aggregate Stated Principal Balance of all of
      the
      Mortgage Loans in the Trust Fund as of the related Determination Date is
not
      more than 10% of the aggregate Cut-off Date Principal Balance of all of the
      Mortgage Loans
      and that
      all other requirements of the Optional Termination have been met, including
      without limitation the deposit required pursuant to the immediately preceding
      paragraph as well as the requirements specified in Section 10.03, then the
      Securities Administrator shall, on the same Business Day, provide written notice
      to the Master Servicer, the Depositor, the Supplemental Interest Trust Trustee,
      the Trustee, the Custodian and the Swap Provider confirming (a) its receipt
      of
      the Termination Price (other than the Swap Termination Payment) and the
      Estimated Swap Termination Payment and (b) that all other requirements of the
      Optional Termination have been met. Upon the Securities Administrator’s
      providing the notice described in the preceding sentence, the Optional
      Termination shall become irrevocable, the notice to Certificateholders of such
      Optional Termination provided pursuant to the second paragraph of this Section
      10.02 shall become unrescindable, the Swap Provider shall determine the Swap
      Termination Payment in accordance with the Swap Agreement, and the Swap Provider
      shall provide to the Securities Administrator written notice of the amount
      of
      the Swap Termination Payment not later than one Business Day prior to the final
      Distribution Date specified in the notice required pursuant to the second
      paragraph of this Section 10.02. 

    


    In
      connection with the Optional Termination, only an amount equal to the
      Termination Price less any Swap Termination Payment shall be made available
      for
      distribution to the Regular Certificates. Any Estimated Swap Termination Payment
      deposited into the Distribution Account by the Master Servicer shall be
      withdrawn by the Securities Administrator from the Distribution Account on
      the
      final Distribution Date and distributed as follows: (i) to the Supplemental
      Interest Trust for payment to the Swap Provider in accordance with Section
      5.11(b), an amount equal to the Swap Termination Payment calculated pursuant
      to
      the Swap Agreement, provided that in no event shall the amount distributed
      to
      the Swap Provider in respect of the Swap Termination Payment exceed the
      Estimated Swap Termination Payment, and (ii) to the Master Servicer, an amount
      equal to the excess, if any, of the Estimated Swap Termination Payment over
      the
      Swap Termination Payment. The Swap Termination Payment shall not be part of
      any
      REMIC and shall not be paid into any account which is part of any REMIC.


    


    Upon
      certification to the Trustee by the Securities Administrator of the deposit
      of
      the Termination Price in the Distribution Account, the Trustee shall promptly
      release or cause to be released to the Master Servicer the Mortgage Files for
      the remaining Mortgage Loans, and the Trustee shall execute all assignments,
      endorsements and other instruments delivered to it and necessary to effectuate
      such transfer.

     

    SECTION
      2. Effect of Amendment.

    


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

    


    SECTION
      3. Binding Effect.

    


    The
      provisions of this Amendment shall be binding upon and inure to the benefit
      of
      the respective successors and assigns of the parties hereto, and all such
      provisions shall inure to the benefit of the parties to the Pooling and
      Servicing Agreement and the Swap Provider.

    


    SECTION
      4. Governing Law.

    


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

    


    SECTION
      5. Severability of Provisions.

    


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

    


    SECTION
      6. Section Headings.

    


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

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SECTION
      7. Counterparts.

    


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

    


    [signature
      pages follow]


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Depositor, the Sponsor, 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:

            	
              /s/
                John P. Graham

            
	
              Name:

            	
              John
                P. Graham

            
	
              Title:

            	
              Managing
                Director

            
	 
	 
	
              NOMURA
                CREDIT & CAPITAL, INC.,

              as
                Sponsor 

            
	 	 
	
              By:

            	
              /s/
                Timothy P. Crowley

            
	
              Name:

            	
              Timothy
                P. Crowley

            
	
              Title:

            	
              Vice
                President

            
	 
	 
	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION, 

              as
                Master Servicer and Securities Administrator

            
	 	 
	
              By:

            	
              /s/
                Amy Doyle

            
	
              Name:

            	
              Amy
                Doyle

            
	
              Title:

            	
              Vice
                President

            
	 
	 
	
              HSBC
                BANK USA, NATIONAL ASSOCIATION, 

              as
                Trustee 

            
	 	 
	
              By:

            	
              /s/
                Elena Zheng

            
	
              Name:

            	
              Elena
                Zheng

            
	
              Title:

            	
              Assistant
                Vice President

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
              CONSENTED
                AND AGREED:

               

              BEAR
                STEARNS FINANCIAL PRODUCTS, INC.,

              as
                Swap Provider

            
	 	 
	
              By:

            	
              /s/
                F. Scott Herman

            
	
              Name:

            	
              F.
                Scott Herman

            
	
              Title:

            	
              DPC
                Manager