Unassociated Document


    NOMURA
      ASSET ACCEPTANCE CORPORATION,

     

    Depositor

     

    


     

    NOMURA
      CREDIT & CAPITAL, INC.,

     

    Sponsor

     

    


     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

     

    Master
      Servicer and Securities Administrator

     

     

    and

     

    


     

    HSBC
      BANK
      USA, NATIONAL ASSOCIATION

     

    Trustee

     

    
      	 	 	 


    

    


     

    


     

    POOLING
      AND SERVICING AGREEMENT

     

    Dated
      as
      of August 1, 2006

     

    
      	 	 	 


    

    


     

    NOMURA
      ASSET ACCEPTANCE CORPORATION

     

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2006-WF1

     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    TABLE
      OF CONTENTS


     

    ARTICLE
      I

    DEFINITIONS

     

    
      	 	
              Section
                1.01

            	
              Defined
                Terms.

            	 


    

    
      	 	
              Section
                1.02

            	
              Allocation
                of Certain Interest Shortfalls.

            	 


    

     

    ARTICLE
      II

    CONVEYANCE
      OF TRUST FUND REPRESENTATIONS AND WARRANTIES

     

    
      	 	
              Section
                2.01

            	
              Conveyance
                of Trust Fund.

            	 


    

    
      	 	
              Section
                2.02

            	
              Acceptance
                of the Mortgage Loans.

            	 


    

    
      	 	
              Section
                2.03

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

            	 


    

    
      	 	
              Section
                2.04

            	
              Representations
                and Warranties of the Depositor.

            	 


    

    
      	 	
              Section
                2.05

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

            	 


    

    
      	 	
              Section
                2.06

            	
              Issuance
                of the REMIC I Regular Interests.

            	 


    

    
      	 	
              Section
                2.07

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

            	 


    

    
      	 	
              Section
                2.08

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

            	 


    

    
      	 	
              Section
                2.09

            	
              Establishment
                of Trust.

            	 


    

    
      	 	
              Section
                2.10

            	
              Purpose
                and Powers of the Trust.

            	 


    

     

    ARTICLE
      III

    ADMINISTRATION
      OF THE MORTGAGE LOANS; ACCOUNTS

     

    
      	 	
              Section
                3.01

            	
              Reserved.

            	 


    

    
      	 	
              Section
                3.02

            	
              Reserved.

            	 


    

    
      	 	
              Section
                3.03

            	
              Reserved.

            	 


    

    
      	 	
              Section
                3.04

            	
              Reserved.

            	 


    

    
      	 	
              Section
                3.05

            	
              Reserved.

            	 


    

    
      	 	
              Section
                3.06

            	
              Reserved.

            	 


    

    
      	 	
              Section
                3.07

            	
              Reserved.

            	 


    

    
      	 	
              Section
                3.08

            	
              Reserved.

            	 


    

    
      	 	
              Section
                3.09

            	
              Reserved.

            	 


    

    
      	 	
              Section
                3.10

            	
              Reserved.

            	 


    

    
      	 	
              Section
                3.11

            	
              Reserved.

            	 


    

    
      	 	
              Section
                3.12

            	
              Reserved.

            	 


    

    
      	 	
              Section
                3.13

            	
              Annual
                Statement as to Compliance.

            	 


    

    
      	 	
              Section
                3.14

            	
              Assessments
                of Compliance and Attestation Reports.

            	 


    

    
      	 	
              Section
                3.15

            	
              Reserved.

            	 


    

    
      	 	
              Section
                3.16

            	
              The
                Trustee.

            	 


    

    
      	 	
              Section
                3.17

            	
              REMIC-Related
                Covenants.

            	 


    

    
      	 	
              Section
                3.18

            	
              Annual
                Sarbanes-Oxley Certification; Additional Information.

            	 


    

    
      	 	
              Section
                3.19

            	
              Release
                of Mortgage Files.

            	 


    

    
      	 	
              Section
                3.20

            	
              Reserved.

            	 


    

    
      	 	
              Section
                3.21

            	
              Reserved.

            	 


    

    
      	 	
              Section
                3.22

            	
              Reserved.

            	 


    

    
      	 	
              Section
                3.23

            	
              Reserved.

            	 


    

    
      	 	
              Section
                3.24

            	
              Optional
                Purchase of Defaulted Mortgage Loans.

            	 


    

    
      	 	
              Section
                3.25

            	
              Obligations
                of the Servicer Under Credit Risk Management Agreement.

            	 


    

    
      	 	
              Section
                3.26

            	
              Reserved.

            	 


    

    
      	 	
              Section
                3.27

            	
              Reserved.

            	 


    

    
      	 	
              Section
                3.28

            	
              Reserved.

            	 


    

    
      	 	
              Section
                3.29

            	
              Reserved.

            	 


    

    
      	 	
              Section
                3.30

            	
              Reserved.

            	 


    

    
      	 	
              Section
                3.31

            	
              Distribution
                Account.

            	 


    

    
      	 	
              Section
                3.32

            	
              Permitted
                Withdrawals and Transfers from the Distribution Account.

            	 


    

    
      	 	
              Section
                3.33

            	
              Duties
                of the Credit Risk Manager; Termination.

            	 


    

    
      	 	
              Section
                3.34

            	
              Limitation
                Upon Liability of the Credit Risk Manager.

            	 


    

     

    ARTICLE
      IV

    ADMINISTRATION
      AND MASTER SERVICING OF THE MORTGAGE LOANS

     

    
      	 	
              Section
                4.01

            	
              The
                Master Servicer.

            	 


    

    
      	 	
              Section
                4.02

            	
              Monitoring
                of Servicer.

            	 


    

    
      	 	
              Section
                4.03

            	
              Fidelity
                Bond.

            	 


    

    
      	 	
              Section
                4.04

            	
              Power
                to Act; Procedures.

            	 


    

    
      	 	
              Section
                4.05

            	
              Due-on-Sale
                Clauses; Assumption Agreements.

            	 


    

    
      	 	
              Section
                4.06

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

            	 


    

    
      	 	
              Section
                4.07

            	
              Standard
                Hazard Insurance and Flood Insurance Policies.

            	 


    

    
      	 	
              Section
                4.08

            	
              Presentment
                of Claims and Collection of Proceeds.

            	 


    

    
      	 	
              Section
                4.09

            	
              Maintenance
                of the Primary Mortgage Insurance Policies.

            	 


    

    
      	 	
              Section
                4.10

            	
              Trustee
                to Retain Possession of Certain Insurance Policies and
                Documents.

            	 


    

    
      	 	
              Section
                4.11

            	
              Realization
                Upon Defaulted Loans.

            	 


    

    
      	 	
              Section
                4.12

            	
              Compensation
                for the Master Servicer.

            	 


    

    
      	 	
              Section
                4.13

            	
              REO
                Property.

            	 


    

    
      	 	
              Section
                4.14

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

            	 


    

     

    ARTICLE
      V

    ADVANCES
      AND DISTRIBUTIONS

     

    
      	 	
              Section
                5.01

            	
              Advances.

            	 


    

    
      	 	
              Section
                5.02

            	
              Compensating
                Interest Payments.

            	 


    

    
      	 	
              Section
                5.03

            	
              REMIC
                Distributions.

            	 


    

    
      	 	
              Section
                5.04

            	
              Distributions.

            	 


    

    
      	 	
              Section
                5.05

            	
              Allocation
                of Realized Losses.

            	 


    

    
      	 	
              Section
                5.06

            	
              Reserved.

            	 


    

    
      	 	
              Section
                5.07

            	
              Monthly
                Statements to Certificateholders.

            	 


    

    
      	 	
              Section
                5.08

            	
              REMIC
                Designations and REMIC Allocations.

            	 


    

    
      	 	
              Section
                5.09

            	
              Prepayment
                Charges.

            	 


    

    
      	 	
              Section
                5.10

            	
              Class
                P Certificate Account.

            	 


    

    
      	 	
              Section
                5.11

            	
              Net
                WAC Reserve Fund.

            	 


    

    
      	 	
              Section
                5.12

            	
              Reports
                Filed with Securities and Exchange Commission.

            	 


    

     

    ARTICLE
      VI

    THE
      CERTIFICATES

     

    
      	 	
              Section
                6.01

            	
              The
                Certificates.

            	 


    

    
      	 	
              Section
                6.02

            	
              Certificate
                Register; Registration of Transfer and Exchange of
                Certificates.

            	 


    

    
      	 	
              Section
                6.03

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            	 


    

    
      	 	
              Section
                6.04

            	
              Persons
                Deemed Owners.

            	 


    

    
      	 	
              Section
                6.05

            	
              Access
                to List of Certificateholders’ Names and Addresses.

            	 


    

    
      	 	
              Section
                6.06

            	
              Book-Entry
                Certificates.

            	 


    

    
      	 	
              Section
                6.07

            	
              Notices
                to Depository.

            	 


    

    
      	 	
              Section
                6.08

            	
              Definitive
                Certificates.

            	 


    

    
      	 	
              Section
                6.09

            	
              Maintenance
                of Office or Agency.

            	 


    

     

    ARTICLE
      VII

    THE
      DEPOSITOR AND THE MASTER SERVICER

     

    
      	 	
              Section
                7.01

            	
              Liabilities
                of the Depositor and the Master Servicer.

            	 


    

    
      	 	
              Section
                7.02

            	
              Merger
                or Consolidation of the Depositor or the Master Servicer.

            	 


    

    
      	 	
              Section
                7.03

            	
              Indemnification
                of the Depositor and Servicing Function Participants.

            	 


    

    
      	 	
              Section
                7.04

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

            	 


    

    
      	 	
              Section
                7.05

            	
              Reserved.

            	 


    

    
      	 	
              Section
                7.06

            	
              Appointment
                of Special Servicer.

            	 


    

    
      	 	
              Section
                7.07

            	
              Limitation
                on Resignation of the Master Servicer.

            	 


    

    
      	 	
              Section
                7.08

            	
              Assignment
                of Master Servicing.

            	 


    

    
      	 	
              Section
                7.09

            	
              Rights
                of the Depositor in Respect of the Master Servicer.

            	 


    

     

    ARTICLE
      VIII

    DEFAULT;
      TERMINATION OF SERVICER AND MASTER SERVICER

     

    
      	 	
              Section
                8.01

            	
              Events
                of Default.

            	 


    

    
      	 	
              Section
                8.02

            	
              Master
                Servicer to Act; Appointment of Successor.

            	 


    

    
      	 	
              Section
                8.03

            	
              Notification
                to Certificateholders.

            	 


    

    
      	 	
              Section
                8.04

            	
              Waiver
                of Servicer Defaults and Master Servicer Defaults.

            	 


    

     

    ARTICLE
      IX

    CONCERNING
      THE TRUSTEE AND SECURITIES ADMINISTRATOR

     

    
      	 	
              Section
                9.01

            	
              Duties
                of Trustee and Securities Administrator.

            	 


    

    
      	 	
              Section
                9.02

            	
              Certain
                Matters Affecting the Trustee and Securities
                Administrator.

            	 


    

    
      	 	
              Section
                9.03

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

            	 


    

    
      	 	
              Section
                9.04

            	
              Trustee
                and Securities Administrator May Own Certificates.

            	 


    

    
      	 	
              Section
                9.05

            	
              Fees
                and Expenses of Trustee and Securities Administrator.

            	 


    

    
      	 	
              Section
                9.06

            	
              Eligibility
                Requirements for Trustee and Securities Administrator.

            	 


    

    
      	 	
              Section
                9.07

            	
              Resignation
                and Removal of Trustee and Securities Administrator.

            	 


    

    
      	 	
              Section
                9.08

            	
              Successor
                Trustee or Securities Administrator.

            	 


    

    
      	 	
              Section
                9.09

            	
              Merger
                or Consolidation of Trustee or Securities Administrator.

            	 


    

    
      	 	
              Section
                9.10

            	
              Appointment
                of Co-Trustee or Separate Trustee.

            	 


    

    
      	 	
              Section
                9.11

            	
              Appointment
                of Office or Agency.

            	 


    

    
      	 	
              Section
                9.12

            	
              Representations
                and Warranties.

            	 


    

    
      	 	
              Section
                9.13

            	
              Tax
                Matters.

            	 


    

     

    ARTICLE
      X

    TERMINATION

     

    
      	 	
              Section
                10.01

            	
              Termination
                Upon Liquidation or Repurchase of all Mortgage Loans.

            	 


    

    
      	 	
              Section
                10.02

            	
              Final
                Distribution on the Certificates.

            	 


    

    
      	 	
              Section
                10.03

            	
              Additional
                Termination Requirements.

            	 


    

     

    ARTICLE
      XI

    MISCELLANEOUS
      PROVISIONS

     

    
      	 	
              Section
                11.01

            	
              Amendment.

            	 


    

    
      	 	
              Section
                11.02

            	
              Recordation
                of Agreement; Counterparts.

            	 


    

    
      	 	
              Section
                11.03

            	
              Governing
                Law.

            	 


    

    
      	 	
              Section
                11.04

            	
              Intention
                of Parties.

            	 


    

    
      	 	
              Section
                11.05

            	
              Notices.

            	 


    

    
      	 	
              Section
                11.06

            	
              Severability
                of Provisions.

            	 


    

    
      	 	
              Section
                11.07

            	
              Assignment.

            	 


    

    
      	 	
              Section
                11.08

            	
              Limitation
                on Rights of Certificateholders.

            	 


    

    
      	 	
              Section
                11.09

            	
              Certificates
                Nonassessable and Fully Paid.

            	 


    

    
      	 	
              Section
                11.10

            	
              Intention
                of the Parties and Interpretation.

            	 


    

    
      	 	
              Section
                11.11

            	
              Early
                Termination of the Cap Contract.

            	 


    

     

     

    


    EXHIITS

     

    

      
        	 	
                Exhibit
                  A-1

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

              
	 	
                Exhibit
                  A-2 

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

              
	 	
                Exhibit
                  A-3

              	
                Form
                  of Class P Certificates

              
	 	
                Exhibit
                  A-4

              	
                Form
                  of Class R Certificates

              
	 	
                Exhibit
                  A-5

              	
                Form
                  of Class X Certificates

              
	 	
                Exhibit
                  A-6

              	
                Form
                  of Class R-X Certificates

              
	 	
                Exhibit
                  B

              	
                Mortgage
                  Loan Schedule

              
	 	
                Exhibit
                  C

              	
                Form
                  of Mortgage Loan Purchase Agreement

              
	 	
                Exhibit
                  D

              	
                Form
                  of Transfer Affidavit

              
	 	
                Exhibit
                  E

              	
                Form
                  of Transferor Certificate

              
	 	
                Exhibit
                  F

              	
                Form
                  of Investment Letter (Non-Rule 144A)

              
	 	
                Exhibit
                  G

              	
                Form
                  of Rule 144A Investment Letter

              
	 	
                Exhibit
                  H

              	
                Form
                  of Additional Disclosure Notification

              
	 	
                Exhibit
                  I

              	
                DTC
                  Letter of Representations

              
	 	
                Exhibit
                  J

              	
                Schedule
                  of Mortgage Loans with Lost Notes

              
	 	
                Exhibit
                  K

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

              
	 	
                Exhibit
                  L

              	
                Relevant
                  Servicing Criteria

              
	 	
                Exhibit
                  M

              	
                Form
                  of Back-Up Certification

              
	 	
                Exhibit
                  N

              	
                Reporting
                  Responsibility

              
	 	
                Exhibit
                  O

              	
                Assignment,
                  Assumption and Recognition Agreement

              
	 	
                Exhibit
                  P

              	
                Cap
                  Contract

              
	 	
                Exhibit
                  X-1

              	
                Form
                  of Schedule of Default Loan Data

              
	 	
                Exhibit
                  X-2

              	
                Standard
                  File Layout - Delinquency Reporting

              
	 	
                Exhibit
                  X-3

              	
                Form
                  of Schedule of Realized Losses/Gains

              
	 	 	 
	 	
                Schedule
                  I

              	
                PMI
                  Coverage Percentage

              


      

    

     

     

     

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



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

     

    PRELIMINARY
      STATEMENT

     

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

     

    REMIC I

     

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

    


    
      	
              Designation

            	
              Initial
                Uncertificated

              Principal
                Balance

            	
              Uncertificated

              REMIC I

              Pass-Through
                Rate

            	
              Assumed
                Final 

              Maturity
                Date(1)

            
	
              LT-AA

            	
              $ 334,159,462.12

            	
              Variable(2)

            	
              June
                25, 2036

            
	
              LT-A1

            	
              $   
                 1,339,550.00

            	
              Variable(2)

            	
              June
                25, 2036

            
	
              LT-A2

            	
              $      
                 284,800.00

            	
              Variable(2)

            	
              June
                25, 2036

            
	
              LT-A3

            	
              $      
                 378,860.00

            	
              Variable(2)

            	
              June
                25, 2036

            
	
              LT-A4

            	
              $      
                 504,230.00

            	
              Variable(2)

            	
              June
                25, 2036

            
	
              LT-A5

            	
              $      
                 261,490.00

            	
              Variable(2)

            	
              June
                25, 2036

            
	
              LT-A6

            	
              $        306,700.00

            	
              Variable(2)

            	
              June
                25, 2036

            
	
              LT-M1

            	
              $      
                 117,640.00

            	
              Variable(2)

            	
              June
                25, 2036

            
	
              LT-M2

            	
              $      
                 104,000.00

            	
              Variable(2)

            	
              June
                25, 2036

            
	
              LT-M3

            	
              $        
                 59,670.00

            	
              Variable(2)

            	
              June
                25, 2036

            
	
              LT-M4

            	
              $        
                 34,100.00

            	
              Variable(2)

            	
              June
                25, 2036

            
	
              LT-ZZ

            	
              $   
                 3,428,540.86

            	
              Variable(2)

            	
              June
                25, 2036

            
	
              LT-P

            	
              $               100.00

            	
              N/A

            	
              June
                25, 2036

            


    

    ___________________

    
      	
              (1)

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

            
	
              (2)

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

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC II

     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the REMIC I Regular Interests as a
      REMIC for federal income tax purposes, and such segregated pool of assets will
      be designated as “REMIC II”. The Class R-2 Interest will represent the sole
      class of “residual interests” in REMIC II for purposes of the REMIC
      Provisions. The following table irrevocably sets forth the Class designation,
      Pass-Through Rate and Initial Certificate Principal Balance for each Class
      of
      Certificates that represents one or more of the “regular interests” in
      REMIC II created hereunder:

     

    


    
      	
              Class
                Designation

            	
              Initial
                Certificate

              Principal
                Balance

            	
              Pass-Through
                Rate

            	
              Assumed
                Final 

              Maturity
                Date(1)

            
	
              Class
                A-1

            	
              $    
                 133,955,000

            	
              Class
                A-1 Pass-Through Rate

            	
              June
                25, 2036

            
	
              Class
                A-2

            	
              $    
                   28,480,000

            	
              Class
                A-2 Pass-Through Rate

            	
              June
                25, 2036

            
	
              Class
                A-3

            	
              $    
                   37,886,000

            	
              Class
                A-3 Pass-Through Rate

            	
              June
                25, 2036

            
	
              Class
                A-4

            	
              $    
                   50,423,000

            	
              Class
                A-4 Pass-Through Rate

            	
              June
                25, 2036

            
	
              Class
                A-5

            	
              $    
                   26,149,000

            	
              Class
                A-5 Pass-Through Rate

            	
              June
                25, 2036

            
	
              Class
                A-6

            	
              $    
                   30,670,000

            	
              Class
                A-6 Pass-Through Rate

            	
              June
                25, 2036

            
	
              Class
                M-1

            	
              $    
                   11,764,000

            	
              Class
                M-1 Pass-Through Rate

            	
              June
                25, 2036

            
	
              Class
                M-2

            	
              $    
                   10,400,000

            	
              Class
                M-2 Pass-Through Rate

            	
              June
                25, 2036

            
	
              Class
                M-3

            	
              $    
                     5,967,000

            	
              Class
                M-3 Pass-Through Rate

            	
              June
                25, 2036

            
	
              Class
                M-4

            	
              $    
                     3,410,000

            	
              Class
                M-4 Pass-Through Rate

            	
              June
                25, 2036

            
	
              Class
                X Interest

            	
              $1,875,042.98 (2)

            	
              Class
                X Pass-Through Rate

            	
              June
                25, 2036

            
	
              Class
                P Interest

            	
              $             
                 100.00

            	
              N/A(3)

            	
              June
                25, 2036

            


    

    ___________________

    
      	
              (1)

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

            
	
              (2)

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

            
	
              (3)

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

            


    

    


     

     

    REMIC
      III

    


     

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

            	
              $
                 [  
                ]

            	
              (2)

            	
              June
                25, 2036

            


    

    ___________________

    
      	
              (1)

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

            
	
              (2)

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

            


    

    
 

     

    REMIC
      IV

    


     

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

     

    
      	
              Class
                Designation

            	
              Initial
                Certificate

              Principal
                Balance

            	
              Pass-Through
                Rate

            	
              Assumed
                Final 

              Distribution
                Date(1)

            
	
              Class
                P

            	
              $ 100

            	
              (2)

            	
              June
                25, 2036

            


    

    ___________________

    
      	
              (1)

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

            
	
              (2)

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

            


    

    


     

     

    REMIC
      V

    


     

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

     

    
      	
              Class
                Designation

            	
              Initial
                Certificate

              Notional
                Balance

            	
              Pass-Through
                Rate

            	
              Assumed
                Final 

              Distribution
                Date(1)

            
	
              Swap-IO

            	
              (2)

            	
              (3)

            	
              June
                25, 2036

            


    

    ___________________

    
      	
              (1)

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

            
	
              (2)

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

            
	
              (3)

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


            


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

     

     

    ARTICLE
      I

     

    DEFINITIONS

     

    Section
      1.01  Defined
      Terms.

     

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

     

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

     

    Account:
      Either
      the Distribution Account or the Custodial Account.

     

    Accrual
      Period:
      With
      respect to the Certificates (other than the Class A-1 Certificates), the
      calendar month immediately preceding such Distribution Date. With respect to
      the
      Class A-1 Certificates and any Distribution Date, the period commencing on
      the
      immediately preceding Distribution Date (or with respect to the first Accrual
      Period, the Closing Date) and ending on the day immediately preceding the
      related Distribution Date. All calculations of interest on the Certificates
      (other than the Class A-1 Certificates) will be based on a 360-day year
      consisting of twelve 30-day months. All calculations of interest on the Class
      A-1 Certificates will be made based on a 360-day year and the actual number
      of
      days elapsed in the related Accrual Period.

     

    Additional
      Disclosure Notification:
      Has the
      meaning set forth in Section 5.12 of this Agreement.

     

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

     

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

     

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

     

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

     

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

     

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

     

    Assignment
      Agreement:
      Shall
      mean the Assignment, Assumption and Recognition Agreement, dated as of August
      31, 2006, among the Sponsor, the Depositor and the Servicer, pursuant to which
      the Servicing Agreement was assigned to the Depositor, a copy of which is
      attached hereto as Exhibit O.

     

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

     

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

     

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

     

    Bankruptcy
      Code:
      Title
      11 of the United States Code.

     

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

     

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

     

    Cap
      Contract:
      Shall
      mean the cap contract between the Trustee and the Cap Provider, for the benefit
      of the Holders of the Class A-1 Certificates attached hereto as Exhibit
      P.

     

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

     

    Certificate:
      Any one
      of the certificates of any Class executed and authenticated by the Securities
      Administrator in substantially the forms attached hereto as Exhibits A-1 through
      A-5.

     

    Certificate
      Notional Balance:
      With
      respect to the Class X Certificates and any Distribution Date, the
      Uncertificated Principal Balance of the REMIC I Regular Interests (other
      than REMIC I Regular Interest LT-P) for such Distribution Date. As of the
      Closing Date, the Certificate Notional Balance of the Class X Certificates
      is
      equal to $1,875,043.00.

     

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

     

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

     

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

     

    Certificate
      Register:
      The
      register maintained pursuant to Section 6.02.

     

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

     

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

     

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

     

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

     

    Class
      A-1 Certificate:
      Any
      Certificate designated as a “Class A-1 Certificate” on the face thereof, in the
      form of Exhibit
      A-1
      hereto,
      representing the right to the Percentage Interest of distributions provided
      for
      the Class A-1 Certificates as set forth herein and evidencing a Regular Interest
      in REMIC II.

     

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

     

    Class
      A-2 Certificate:
      Any
      Certificate designated as a “Class A-2 Certificate” on the face thereof, in the
      form of Exhibit
      A-1
      hereto,
      representing the right to its Percentage Interest of distributions provided
      for
      the Class A-2 Certificates as set forth herein and evidencing a Regular Interest
      in REMIC II.

     

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

     

    Class
      A-3 Certificate:
      Any
      Certificate designated as a “Class A-3 Certificate” on the face thereof, in the
      form of Exhibit
      A-1
      hereto,
      representing the right to its Percentage Interest of distributions provided
      for
      the Class A-3 Certificates as set forth herein and evidencing a Regular Interest
      in REMIC II.

     

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

     

    Class
      A-4 Certificate:
      Any
      Certificate designated as a “Class A-4 Certificate” on the face thereof, in the
      form of Exhibit
      A-1
      hereto,
      representing the right to its Percentage Interest of distributions provided
      for
      the Class A-4 Certificates as set forth herein and evidencing a Regular Interest
      in REMIC II.

     

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

     

    Class
      A-5 Certificate:
      Any
      Certificate designated as a “Class A-5 Certificate” on the face thereof, in the
      form of Exhibit
      A-1
      hereto,
      representing the right to its Percentage Interest of distributions provided
      for
      the Class A-5 Certificates as set forth herein and evidencing a Regular Interest
      in REMIC II.

     

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

     

    Class
      A-6 Certificate:
      Any
      Certificate designated as a “Class A-6 Certificate” on the face thereof, in the
      form of Exhibit
      A-1
      hereto,
      representing the right to its Percentage Interest of distributions provided
      for
      the Class A-6 Certificates as set forth herein and evidencing a Regular Interest
      in REMIC II.

     

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

     

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

     

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

     

    
      	
              Distribution
                Dates

            	
              Class
                A-6 Lockout

              Distribution

              Percentage

            
	
              September
                2006 through and including August 2009

            	
              0%

            
	
              September
                2009 through and including August 2011

            	
              45%

            
	
              September
                2011 through and including August 2012

            	
              80%

            
	
              September
                2012 through and including August 2013

            	
              100%

            
	
              September
                2013 and thereafter

            	
              300%

            


    

    


    Class
      M-1 Certificate:
      Any
      Certificate designated as a “Class M-1 Certificate” on the face thereof, in the
      form of Exhibit
      A-2
      hereto,
      representing the right to its Percentage Interest of distributions provided
      for
      the Class M-1 Certificates as set forth herein and evidencing a Regular Interest
      in REMIC II.

     

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

     

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

     

    
      	·  	
              the
                Principal Distribution Amount for that Distribution Date remaining
                after
                distribution of the Senior Principal Distribution Amount;
                and

            


    

     

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

            


    

     

    Class
      M-2 Certificate:
      Any
      Certificate designated as a “Class M-2 Certificate” on the face thereof, in the
      form of Exhibit
      A-2
      hereto,
      representing the right to its Percentage Interest of distributions provided
      for
      the Class M-2 Certificates as set forth herein and evidencing a Regular Interest
      in REMIC II.

     

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

     

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

     

    
      	·  	
              the
                Principal Distribution Amount for that Distribution Date remaining
                after
                distribution of the Senior Principal Distribution Amount and the
                Class M-1
                Principal Distribution Amount; and

            


    

     

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

            


    

     

    Class
      M-3 Certificate:
      Any
      Certificate designated as a “Class M-3 Certificate” on the face thereof, in the
      form of Exhibit
      A-2
      hereto,
      representing the right to its Percentage Interest of distributions provided
      for
      the Class M-3 Certificates as set forth herein and evidencing a Regular Interest
      in REMIC II.

     

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

     

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

     

    
      	·  	
              the
                Principal Distribution Amount for that Distribution Date remaining
                after
                distribution of the Senior Principal Distribution Amount, the Class
                M-1
                Principal Distribution Amount and the Class M-2 Principal Distribution
                Amount; and

            


    

     

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

            


    

     

    Class
      M-4 Certificate:
      Any
      Certificate designated as a “Class M-4 Certificate” on the face thereof, in the
      form of Exhibit
      A-2
      hereto,
      representing the right to its Percentage Interest of distributions provided
      for
      the Class M-4 Certificates as set forth herein and evidencing a Regular Interest
      in REMIC II.

     

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

     

    Class
      M-4 Principal Distribution Amount:
      With
      respect to any Distribution Date which occurs (i) prior to the Stepdown Date
      or
      on or after the Stepdown Date if a Trigger Event is in effect for that
      Distribution Date, the Principal Distribution Amount for that Distribution
      Date
      remaining after distribution of the Senior Principal Distribution Amount, the
      Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution
      Amount and the Class M-3 Principal Distribution Amount or (ii) on or after
      the
      Stepdown Date if a Trigger Event is not in effect for that Distribution Date,
      the lesser of:

     

    
      	·  	
              the
                Principal Distribution Amount for that Distribution Date remaining
                after
                distribution of the Senior Principal Distribution Amount, the Class
                M-1
                Principal Distribution Amount, the Class M-2 Principal Distribution
                Amount
                and the Class M-3 Principal Distribution Amount;
                and

            


    

     

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

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Class
      X Certificate:
      Any
      Certificate designated as a “Class X Certificate” on the face thereof, in the
      form of Exhibit
      A-5
      hereto,
      representing the right to its Percentage Interest of distributions provided
      for
      the Class X Certificates herein and evidencing a Regular Interest in
      REMIC III.

     

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

     

    Class
      X Pass-Through Rate:
      On any
      Distribution Date, a per annum rate equal to the percentage equivalent of a
      fraction, the numerator of which is the sum of the amounts calculated pursuant
      to clauses (A) through (L) below, and the denominator of which is the aggregate
      of the Uncertificated Principal Balances of the REMIC I Regular Interests
      (other than REMIC I Regular Interest LT-P). For purposes of calculating the
      Pass-Through Rate for the Class X Certificates, the numerator is equal to the
      sum of the following components:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Cleanup
      Call:
      As
      defined in Section 10.01.

     

    Closing
      Date:
      August
      30, 2006.

     

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

     

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

     

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

     

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

     

    Corporate
      Trust Office:
      The
      principal corporate trust office of the Trustee or the Securities Administrator,
      as the case maybe, at which, at any particular time its corporate business
      in
      connection with this agreement shall be administered, which office at the date
      of the execution of this instrument is located at (ii) in the case of the
      Trustee, HSBC Bank USA, National Association, 452 Fifth Avenue, New York, New
      York 10018, Attention: Nomura Asset Acceptance Corp., 2006-WF1 or at such other
      address as the Trustee may designate from time to time by notice to the
      Certificateholders, the Depositor, the Master Servicer, the Securities
      Administrator and the Servicer, and (ii) with respect to the office of the
      Securities Administrator, which for purposes of Certificate transfers and
      surrender is located at Wells Fargo Bank, N.A., Sixth Street and Marquette
      Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services-Client
      Manager (NAAC 2006-WF1), and for all other purposes is located at Wells Fargo
      Bank, N.A., P.O. Box 98, Columbia, Maryland 21046, Attention: Corporate Trust
      Services-Client Manager (NAAC 2006-WF1) (or for overnight deliveries, at 9062
      Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust
      Services-Client Manager (NAAC 2006-WF1)), or at such other address as the
      Securities Administrator may designate from time to time by notice to the
      Certificateholders, the Depositor, the Master Servicer, the Servicer and the
      Trustee.

     

    Corresponding
      Certificate:
      With
      respect to:

     

    
      	 	
              (i)

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

            
	 	
              (ii)

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

            
	 	
              (iii)

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

            
	 	
              (iv)

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

            
	 	
              (v)

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

            
	 	
              (vi)

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

            
	 	
              (vii)

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

            
	 	
              (viii)

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

            
	 	
              (ix)

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

            
	 	
              (x)

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

            
	 	
              (xi)

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

            


    

    


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

     

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

     

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

     

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

     

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

     

    Credit
      Risk Management Fee Rate:
      0.005%
      per annum.

     

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

     

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

     

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

     

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

     

    Cut-off
      Date:
      August
      1, 2006.

     

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

     

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

     

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

     

    Definitive
      Certificates:
      As
      defined in Section 6.06.

     

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

     

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

     

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

     

    Depositor:
      Nomura
      Asset Acceptance Corporation, a Delaware corporation, or its successor in
      interest.

     

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

     

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

     

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

     

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

     

    Distribution
      Account:
      The
      separate Eligible Account created and maintained by the Securities Administrator
      pursuant to Section 3.31 for the benefit of the Certificateholders,
      designated “Wells Fargo Bank, N.A., in trust for registered holders of Nomura
      Asset Acceptance Corp., Mortgage Pass-Through Certificates, Series 2006-WF1”.
      Funds in the Distribution Account shall be held in trust for the
      Certificateholders for the uses and purposes set forth in this
      Agreement.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Fitch:
      Fitch
      Ratings.

     

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

     

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

     

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

     

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


     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Interest
      Distribution Amount:
      With
      respect to any Class of Certificates (other than the Class P Certificates and
      Class R Certificates) and any Distribution Date, an amount equal to the interest
      accrued during the related Accrual Period at the applicable Pass-Through Rate
      on
      the Certificate Principal Balance (or Certificate Notional Balance) of such
      Certificate immediately prior to such Distribution Date less such Certificate’s
      share of any Net Interest Shortfall and the interest portion of any Realized
      Losses on the Mortgage Loans allocated to such Certificate pursuant to
      Section 1.02. The Interest Distribution Amount with respect to each Class
      of Certificates (other than the Class A-1 Certificates) is calculated on the
      basis of a 360-day year consisting of twelve 30-day months. The Interest
      Distribution Amount with respect to the Class A-1 Certificates is calculated
      on
      an actual/360 basis. No Interest Distribution Amount will be payable with
      respect to any Class of Certificates after the Distribution Date on which the
      outstanding Certificate Principal Balance (or Certificate Notional Balance)
      of
      such Certificate has been reduced to zero.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Marker
      Rate:
      With
      respect to the Class X Interest and any Distribution Date, a per annum rate
      equal to two (2) times the weighted average of the Uncertificated REMIC I
      Pass-Through Rates for REMIC I Regular Interest LT-A1, REMIC I Regular Interest
      LT-A2, REMIC I Regular Interest LT-A3, REMIC I Regular Interest LT-A4, REMIC
      I
      Regular Interest LT-A4, REMIC I Regular Interest LT-A5, REMIC I Regular Interest
      LT-A6, REMIC I Regular Interest LT-M1, REMIC I Regular Interest LT-M2, REMIC
      I
      Regular Interest LT-M3 and REMIC I Regular Interest LT-ZZ, with the rate on
      each
      such REMIC I Regular Interest subject to a cap equal to the Pass-Through Rate
      for the Corresponding Certificate for the purpose of this calculation; and
      with
      the rate on REMIC I Regular Interest LT-ZZ subject to a cap of 0.00% per annum
      for the purpose of this calculation; provided, however, that for this purpose,
      the calculation of the Uncertificated REMIC I Pass-Through Rate and the related
      cap with respect to REMIC I Regular Interest LT-A1 shall be multiplied by a
      fraction, the numerator of which is the actual number of days in the Accrual
      Period and the denominator of which is 30.

     

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

     

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

     

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

     

    Master
      Servicing Fee Rate:
      0.0050%
      per annum.

     

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

     

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

     

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

     

    Mezzanine
      Certificates:
      The
      Class M-1, Class M-2, Class M-3 and Class M-4.

     

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

     

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

     

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

     

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

     

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

     

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

     

    Mortgage
      Loan Documents:
      As
      defined in Section 2.01.

     

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

     

    Mortgage
      Loan Purchase Agreement:
      The
      Mortgage Loan Purchase Agreement dated as of August 30, 2006, between the
      Sponsor, as seller and the Depositor, as purchaser, a form of which is attached
      hereto as Exhibit
      C.

     

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

     

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

     

    (i)  the
      Mortgage Loan identifying number;

     

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

     

    (iii)  the
      Servicing Fee Rate;

     

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

     

    (v)  the
      maturity date;

     

    (vi)  the
      original principal balance;

     

    (vii)  the
      Cut-off Date Principal Balance;

     

    (viii)  the
      original term;

     

    (ix)  the
      remaining term;

     

    (x)  the
      property type;

     

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

     

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

     

    (xiii)  the
      Custodian; 

     

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


     

    (xv)  the
      Servicer; and

     

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

     

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

     

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

     

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

     

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

     

    Mortgaged
      Property:
      The
      underlying property securing a Mortgage Loan.

     

    Mortgagor:
      The
      obligor on a Mortgage Note.

     

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

     

    Net
      Monthly Excess Cashflow:
      With
      respect to any Distribution Date, the sum of (a) any Overcollateralization
      Reduction Amount and (b) the excess of (x) the Available Distribution Amount
      for
      such Distribution Date over (y) the sum for such Distribution Date of (A) the
      aggregate amount of Senior Interest Distribution Amounts payable to the Senior
      Certificates and the Interest Distribution Amounts payable to the Mezzanine
      Certificates and (B) the Principal Funds.

     

    Net
      Mortgage Rate:
      As to
      each Mortgage Loan, and at any time, the per annum rate equal to the related
      Mortgage Rate less the sum of (i) the Servicing Fee Rate, (ii) the Credit Risk
      Management Fee Rate, (iii) the Master Servicing Fee Rate and (iv) the PMI
      Insurer Fee Rate.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    One-Month
      LIBOR:
      With
      respect to any Accrual Period (other than the first Accrual Period), the rate
      determined by the Securities Administrator on the related Interest Determination
      Date on the basis of the rate for U.S. dollar deposits for one month that
      appears on Telerate Screen Page 3750 as of 11:00 a.m. (London time) on such
      Interest Determination Date. If such rate does not appear on such page (or
      such
      other page as may replace that page on that service, or if such service is
      no
      longer offered, such other service for displaying One-Month LIBOR or comparable
      rates as may be reasonably selected by the Securities Administrator), One-Month
      LIBOR for the applicable Accrual Period will be the Reference Bank Rate. If
      no
      such quotations can be obtained by the Securities Administrator and no Reference
      Bank Rate is available, One-Month LIBOR will be One-Month LIBOR applicable
      to
      the preceding Accrual Period. The establishment of One-Month LIBOR on each
      Interest Determination Date by the Securities Administrator and the Securities
      Administrator’s calculation of the rate of interest applicable to the Class A-1
      Certificates for the related Accrual Period shall, in the absence of manifest
      error, be final and binding. With respect to the first Accrual period, One-Month
      LIBOR shall equal 5.350% per annum.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Overcollateralization
      Increase Amount:
      With
      respect to any Distribution Date, the excess, if any, of (a) the Required
      Overcollateralization Amount over (b) the Overcollateralization Amount on such
      Distribution Date.

     

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

     

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

     

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

     

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

     

    PCAOB:
      Shall
      mean the Public Company Accounting Oversight Board.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Prepayment
      Period:
      With
      respect to any Distribution Date, the calendar month immediately preceding
      the
      calendar month in which such Distribution Date occurs.

     

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

     

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

     

    Principal
      Prepayment:
      Any
      Mortgagor payment or other recovery of (or proceeds with respect to) principal
      on a Mortgage Loan (including loans purchased or repurchased under Sections
      2.02, 2.03, 3.26 and 10.01 hereof) that is received in advance of its scheduled
      Due Date and is not accompanied by an amount as to interest representing
      scheduled interest due on any Due Date in any month or months subsequent to
      the
      month of prepayment. Partial Principal Prepayments shall be applied by the
      Servicer in accordance with the terms of the related Mortgage
      Note.

     

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

     

    Prospectus
      Supplement:
      The
      Prospectus Supplement dated August 29, 2006 relating to the offering of the
      Publicly Offered Certificates.

     

    Publicly
      Offered Certificates:
      The
      Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class M-1,
      Class M-2, Class M-3 and Class M-4 Certificates.

     

    PUD:
      A
      planned unit development.

     

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

     

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

     

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

     

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

     

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

     

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

     

    In
      addition, to the extent the Servicer receives Subsequent Recoveries with respect
      to any Mortgage Loan, the amount of the Realized Loss with respect to that
      Mortgage Loan will be reduced to the extent such Subsequent Recoveries are
      applied to reduce the Certificate Principal Balance of any Class of Certificates
      on any Distribution Date.

     

    Record
      Date:
      With
      respect to the Certificates and any Distribution Date, the close of business
      on
      the last Business Day of the month preceding the month in which such
      Distribution Date occurs. 

     

    Reference
      Bank Rate:
      With
      respect to any Accrual Period shall mean the arithmetic mean, rounded upwards,
      if necessary, to the nearest whole multiple of 0.03125%, of the offered rates
      for United States dollar deposits for one month that are quoted by the Reference
      Banks as of 11:00 a.m., New York City time, on the related Interest
      Determination Date to prime banks in the London interbank market for a period
      of
      one month in an amount approximately equal to the Certificate Principal Balance
      of the Class A-1 Certificates for such Accrual Period, provided that at least
      two such Reference Banks provide such rate. If fewer than two offered rates
      appear, the Reference Bank Rate will be the arithmetic mean, rounded upwards,
      if
      necessary, to the nearest whole multiple of 0.03125%, of the rates quoted by
      one
      or more major banks in New York City, selected by the Securities Administrator,
      as of 11:00 a.m., New York City time, on such date for loans in United States
      dollars to leading European banks for a period of one month in amounts
      approximately equal to the Certificate Principal Balance of the Class A-1
      Certificates for such Accrual Period.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    REMIC
      I Principal Loss Allocation Amount:
      With
      respect to any Distribution Date, an amount equal to (a) the product of (i)
      the
      aggregate Stated Principal Balance of the Mortgage Loans and REO Properties
      then
      outstanding and (ii) 1 minus a fraction, the numerator of which is two times
      the
      aggregate of the Uncertificated Principal Balances of REMIC I Regular Interest
      LT-A1, REMIC I Regular Interest LT-A2, REMIC I Regular Interest LT-A3, REMIC
      I
      Regular Interest LT-A4, REMIC I Regular Interest LT-A5, REMIC I Regular Interest
      LT-A6, REMIC I Regular Interest LT-M1, REMIC I Regular Interest LT-M2, REMIC
      I
      Regular Interest LT-M3 and REMIC I Regular Interest LT-M4 and the denominator
      of
      which is the aggregate of the Uncertificated Principal Balances of REMIC I
      Regular Interest LT-A1, REMIC I Regular Interest LT-A2, REMIC I Regular Interest
      LT-A3, REMIC I Regular Interest LT-A4, REMIC I Regular Interest LT-A5, REMIC
      I
      Regular Interest LT-A6, REMIC I Regular Interest LT-M1, REMIC I Regular Interest
      LT-M2, REMIC I Regular Interest LT-M3, REMIC I Regular Interest LT-M4 and REMIC
      I Regular Interest LT-ZZ.

     

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

     

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

     

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

     

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

     

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

     

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

     

    REMIC
      I Regular Interest LT-A5:
      One of
      the separate non-certificated beneficial ownership interests in REMIC I issued
      hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
      Interest LT-A5 shall accrue interest at the related Uncertificated REMIC I
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      I Regular Interest LT-A6:
      One of
      the separate non-certificated beneficial ownership interests in REMIC I issued
      hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
      Interest LT-A6 shall accrue interest at the related Uncertificated REMIC I
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    REMIC
      III:
      The
      segregated pool of assets consisting of all the Class X Interest conveyed in
      trust to the Trustee, for the benefit of the Holders of the Regular Certificates
      and the Class R-X Certificate (in respect of the Class R-3 Interest), pursuant
      to Section 2.07 hereunder, and all amounts deposited therein, with respect
      to
      which a separate REMIC election is to be made.

     

    REMIC
      IV:
      The
      segregated pool of assets consisting of all of the Class P Interest conveyed
      in
      trust to the Trustee, for the benefit of the Holders of the Class P Certificates
      and the Holders of the Class R-X Certificates (as holders of the Class R-4
      Interest), pursuant to Section 2.07 hereunder, and all amounts deposited
      therein, with respect to which a separate REMIC election is to be
      made.

     

    REMIC
      V:
      The
      segregated pool of assets consisting of all of the Class IO Interest conveyed
      in
      trust to the Trustee, for the benefit of the Holders of REMIC V Regular Interest
      IO and the Holders of the Class R-X Certificates (as holders of the Class R-5
      Interest), pursuant to Section 2.07, and all amounts deposited therein, with
      respect to which a separate REMIC election is to be made.

     

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

     

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

     

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

     

    REMIC
      Regular Interest:
      Any
      REMIC I Regular Interest, Class X Interest, Class P Interest, or a Regular
      Certificate.

     

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

     

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

     

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

     

    Reportable
      Event:
      Has the
      meaning set forth in Section 5.12(b) of this Agreement.

     

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

     

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

     

    Required
      Overcollateralization Amount:
      With
      respect to any Distribution Date prior to the Stepdown Date, 1.70% of the Stated
      Principal Balance of the Mortgage Loans as of the Cut-off Date, and with respect
      to any Distribution Date on or after the Stepdown Date and with respect to
      which
      a Trigger Event is not in effect, the greater of (i) 3.40% of the Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period to the extent received or advanced, unscheduled collections
      of principal received during the related Prepayment Period and after reduction
      for Realized Losses incurred during the related Prepayment Period) and (ii)
      0.35% of the Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date; with respect to any Distribution Date on or after the Stepdown Date with
      respect to which a Trigger Event is in effect, the Required
      Overcollateralization Amount for such Distribution Date will be equal to the
      Required Overcollateralization Amount for the Distribution Date immediately
      preceding such Distribution Date. Notwithstanding the foregoing, on and after
      any Distribution Date following the reduction of the aggregate Certificate
      Principal Balance of the Publicly Offered Certificates to zero, the Required
      Overcollateralization Amount shall be zero.

     

    Required
      Overcollateralization Percentage:
      With
      respect to any Distribution Date, a percentage equal to (a) the Required
      Overcollateralization Amount divided by (b) the aggregate Stated Principal
      Balance of the Mortgage Loans as of the last day of the related Due Period
      (after giving effect to scheduled payments of principal due during the related
      Due Period, to the extent received or advanced, and unscheduled collections
      of
      principal received during the related Prepayment Period, and after reduction
      for
      Realized Losses incurred on the Mortgage Loans during the related Prepayment
      Period).

     

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

     

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

     

    Responsible
      Party:
      The
      party indicated on Exhibit N as the entity primarily responsible for reporting
      the information set forth therein to the Securities Administrator pursuant
      to
      Section 5.12.

     

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

     

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

     

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

     

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

     

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

     

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

     

    Senior
      Certificates:
      The
      Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-6
      Certificates.

     

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

     

    Senior
      Principal Distribution Amount:
      With
      respect to any Distribution Date which occurs (i) prior to the Stepdown Date
      or
      on or after the Stepdown Date if a Trigger Event is in effect, the Principal
      Distribution Amount or (ii) on or after the Stepdown Date if a Trigger Event
      is
      not in effect for that Distribution Date, the lesser of:

     

    
      	·  	
              the
                Principal Distribution Amount for that Distribution Date;
                and

            


    

     

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

            


    

     

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

     

    Servicer
      Default:
      As
      defined in Section 8.01.

     

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

     

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

     

    Servicing
      Advances:
      As
      defined in the Servicing Agreement.

     

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

     

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

     

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

     

    Servicing
      Fee Rate:
      0.25%
      per annum per Mortgage Loan.

     

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

     

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

     

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

     

    Startup
      Day:
      The
      Startup Day for REMIC I and REMIC II formed hereunder shall be the Closing
      Date.
      The Startup Day for REMIC III, REMIC IV and REMIC V shall be
      [_________________].

     

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

     

    Stepdown
      Date:
      The
      later to occur of (x) the Distribution Date in September 2009 and (y) the first
      Distribution Date on which the Credit Enhancement Percentage of the Senior
      Certificates (calculated for this purpose only after taking into account
      distributions of principal on the Mortgage Loans, but prior to any distribution
      of the Principal Distribution Amount to the holders of the Certificates then
      entitled to distributions of principal on the Distribution Date) is greater
      than
      or equal to approximately 21.90%.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Trigger
      Event:
      With
      respect to any Distribution Date, a Trigger Event is in effect if (x) the
      percentage obtained by dividing (i) the aggregate Stated Principal Balance
      of
      Mortgage Loans delinquent sixty (60) days or more (including Mortgage Loans
      in
      foreclosure or discharged in bankruptcy or any REO Property) by (ii) the
      aggregate Stated Principal Balance of the Mortgage Loans, in each case, as
      of
      the last day of the previous calendar month, exceeds 31.96% of the Credit
      Enhancement Percentage of the Senior Certificates for the prior Distribution
      Date, or (y) the aggregate amount of Realized Losses on the Mortgage Loans
      incurred since the Cut-off Date through the last day of the related Due Period
      divided by the aggregate Stated Principal Balance of the Mortgage Loans as
      of
      the Cut-off Date exceeds the applicable percentages set forth below with respect
      to such Distribution Date:

     

    
      	
              Distribution
                Date

            	
              Percentage

            
	
              September
                2009 to August 2010

            	
              0.44%

            
	
              September
                2010 to August 2011

            	
              1.10%

            
	
              September
                2011 to August 2012

            	
              1.90%

            
	
              September
                2012 and thereafter

            	
              2.20%

            


    

    


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

     

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

     

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

     

    Uncertificated
      Principal Balance:
      With
      respect to each REMIC Regular Interest, the principal amount of such REMIC
      Regular Interest outstanding as of any date of determination. As of the Closing
      Date, the Uncertificated Principal Balance of each REMIC Regular Interest shall
      equal the amount set forth in the Preliminary Statement hereto as its initial
      Uncertificated Principal Balance. On each Distribution Date, the Uncertificated
      Principal Balance of each REMIC Regular Interest shall be reduced by all
      distributions of principal made on such REMIC Regular Interest on such
      Distribution Date pursuant to Section 5.07 and, if and to the extent necessary
      and appropriate, shall be further reduced on such Distribution Date by Realized
      Losses as provided in Section 5.07. The Uncertificated Principal Balance of
      each
      REMIC Regular Interest shall never be less than zero.

     

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

     

    Uncertificated
      REMIC Regular Interest:
      The
      REMIC I Regular Interests.

     

    Voting
      Rights:
      The
      portion of the voting rights of all the Certificates that is allocated to any
      Certificate for purposes of the voting provisions hereunder. Voting Rights
      shall
      be allocated (i) 97% to the Certificates (other than the Class X, Class P and
      the Residual Certificates) and (ii) 1% to each of the Class X Certificates
      and
      Class P Certificates. Voting rights will be allocated among the Certificates
      of
      each such Class in accordance with their respective Percentage Interests. The
      Residual Certificates will not be allocated any voting rights.

     

    Section
      1.02  Allocation
      of Certain Interest Shortfalls.

     

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

     

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC I Regular Interests for any Distribution Date, the aggregate amount
      of any Net Interest Shortfalls incurred in respect of the Mortgage Loans for
      any
      Distribution Date shall be allocated among
      REMIC I Regular Interest LT-AA, REMIC I Regular Interest LT-A1, REMIC I Regular
      Interest LT-A2, REMIC I Regular Interest LT-A3, REMIC I Regular Interest LT-A4,
      REMIC
      I
      Regular Interest LT-A5,
      REMIC I
      Regular Interest LT-A6, REMIC I Regular Interest LT-M1, REMIC I Regular Interest
      LT-M2, REMIC I Regular Interest LT-M3, REMIC I Regular Interest LT-M4 and REMIC
      I Regular Interest LT-ZZ, pro rata based on, and to the extent of, one month’s
      interest at the then applicable respective Uncertificated REMIC I Pass-Through
      Rate on the respective Uncertificated Principal Balance of each such REMIC
      I
      Regular Interest.

     

    


     

    ARTICLE
      II


    CONVEYANCE
      OF TRUST FUND


    REPRESENTATIONS
      AND WARRANTIES

     

    Section
      2.01  Conveyance
      of Trust Fund.

     

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

     

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

     

    The
      Depositor, concurrently with the execution and delivery hereof, hereby sells,
      transfers, assigns, sets over and otherwise conveys to the Trustee for the
      use
      and benefit of the Certificateholders, without recourse, all the right, title
      and interest of the Depositor in and to the Trust Fund. The Depositor herewith
      delivers to the Trustee or its Custodian an executed copy of the PMI Policy,
      and
      the Trustee or its Custodian, as applicable, acknowledges receipt of the same
      on
      behalf of the Certificateholders.

     

    Concurrently
      with the execution and delivery of this Agreement, the Depositor does hereby
      assign to the Trustee all of its rights and interest under the Mortgage Loan
      Purchase Agreement, to the extent of the Mortgage Loans sold under the Mortgage
      Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall
      be entitled to exercise all rights of the Depositor under the Mortgage Loan
      Purchase Agreement as if, for such purpose, it were the Depositor. The foregoing
      sale, transfer, assignment, set-over, deposit and conveyance does not and is
      not
      intended to result in creation or assumption by the Trustee of any obligation
      of
      the Depositor, the Sponsor or any other Person in connection with the Mortgage
      Loans or any other agreement or instrument relating thereto except as
      specifically set forth herein.

     

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

     

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

     

    The
      Depositor shall deliver or cause to be delivered to the Servicer copies of
      all
      trailing documents required to be included in the related Mortgage File at
      the
      same time the originals or certified copies thereof are delivered to the
      Custodian, such documents including the mortgagee policy of title insurance
      and
      any Mortgage Loan Documents upon return from the recording office. The Servicer
      shall not be responsible for any custodial fees or other costs incurred in
      obtaining such documents and the Depositor shall cause the Servicer to be
      reimbursed for any such costs the Servicer may incur in connection with
      performing its obligations under the Servicing Agreement.

     

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

     

    Section
      2.02  Acceptance
      of the Mortgage Loans.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (ix)  No
      loan
      is a High Cost Loan or Covered Loan, as applicable (as such terms are defined
      in
      Appendix E of the Standard & Poor's Glossary For File Format For LEVELS®
Version 5.6 Revised (attached hereto as Exhibit K) and no Mortgage Loan
      originated on or after October 1, 2002 through March 6, 2003 is governed by
      the
      Georgia Fair Lending Act.

     

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

     

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

     

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

     

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

     

    In
      the
      event that the Sponsor shall be required to repurchase a Mortgage Loan, the
      Purchase Price therefor shall be remitted to the Servicer for deposit in the
      Custodial Account, on or before the Determination Date immediately following
      the
      date on which the Sponsor was required to repurchase such Mortgage Loan. The
      Purchase Price shall be remitted by the Servicer to the Securities Administrator
      on the Remittance Date occurring in the month immediately following the month
      in
      which the Purchase Price was deposited in the related Custodial Account. In
      addition, upon such deposit of the Purchase Price, the delivery of an Officer’s
      Certificate by the Servicer to the Trustee certifying that the Purchase Price
      has been deposited in the Custodial Account, the delivery of an Opinion of
      Counsel if required by Section 2.05 and the receipt of a Request for
      Release, the Trustee shall release the related Mortgage File held for the
      benefit of the related Certificateholders to the Sponsor, and the Trustee shall
      execute and deliver at such Person’s direction the related instruments of
      transfer or assignment prepared by the Sponsor, in each case without recourse,
      as shall be necessary to transfer title from the Trustee for the benefit of
      the
      Certificateholders and transfer the Trustee’s interest to the Sponsor to any
      Mortgage Loan purchased pursuant to this Section 2.03. It is understood and
      agreed that the obligation under this Agreement of the Sponsor to cure,
      repurchase or replace any Mortgage Loan as to which a breach has occurred or
      is
      continuing shall constitute the sole remedies against the Sponsor respecting
      such breach available to each Certificateholder, the Depositor or the
      Trustee.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      2.04  Representations
      and Warranties of the Depositor.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      2.06  Issuance
      of the REMIC I Regular Interests.

     

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

     

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

     

    The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without recourse
      all the right, title and interest of the Depositor in and to the REMIC I Regular
      Interests for the benefit of the Class R-2 Interest and REMIC II (as holder
      of
      the REMIC I Regular Interests). The Trustee acknowledges receipt of the REMIC
      I
      Regular Interests and declares that it holds and will hold the same in trust
      for
      the exclusive use and benefit of all present and future Holders of the Class
      R-2
      Interest and REMIC II (as holder of the REMIC I Regular Interests). The rights
      of the Holder of the Class R-2 Interest and REMIC II (as holder of the REMIC
      I
      Regular Interests) to receive distributions from the proceeds of REMIC II in
      respect of the Class R-2 Interest and the Regular Certificates (other than
      the
      Class X Certificates and the Class P Certificates), the Class X Interest, the
      Class P Interest and the Class IO Interest, respectively, and all ownership
      interests evidenced or constituted by the Class R-2 Interest and the Regular
      Certificates (other than the Class X Certificates and the Class P Certificates),
      the Class X Interest, the Class P Interest, and the Class IO Interest, shall
      be
      as set forth in this Agreement. The Class R-2 Interest, the Regular Certificates
      (other than the Class X Certificates and the Class P Certificates), the Class
      X
      Interest, the Class P Interest and the Class IO Interest shall constitute the
      entire beneficial ownership interest in REMIC 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 Class X
      Interest for the benefit of the Class R-3 Interest and REMIC III (as holder
      of
      the Class X Interest). The Trustee acknowledges receipt of the Class X Interest
      and declares that it holds and will hold the same in trust for the exclusive
      use
      and benefit of all present and future Holders of the Class R-3 Interest and
      REMIC III (as holder of the Class X Interest). The rights of the Holder of
      the
      Class R-3 Interest and REMIC III (as holder of the Class X Interest) to receive
      distributions from the proceeds of REMIC III in respect of the Class R-3
      Interest, the Class X Certificates, and all ownership interests evidenced or
      constituted by the Class R-3 Interest and the Class X Certificates, shall be
      as
      set forth in this Agreement. The Class R-3 Interest and the Class X Certificates
      shall constitute the entire beneficial ownership interest in REMIC
      III.

     

    The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without recourse
      all the right, title and interest of the Depositor in and to the Class P
      Interest for the benefit of the Class R-4 Interest and REMIC IV (as holder
      of
      the Class P Interest). The Trustee acknowledges receipt of the Class P Interest
      and declares that it holds and will hold the same in trust for the exclusive
      use
      and benefit of all present and future Holders of the Class R-4 Interest and
      REMIC IV (as holder of the Class P Interest). The rights of the Holder of the
      Class R-4 Interest and REMIC IV (as holder of the Class P Interest) to receive
      distributions from the proceeds of REMIC IV in respect of the Class R-4
      Interest, the Class P Certificates, and all ownership interests evidenced or
      constituted by the Class R-4 Interest and the Class P Certificates, shall be
      as
      set forth in this Agreement. The Class R-4 Interest and the Class P Certificates
      shall constitute the entire beneficial ownership interest in REMIC
      IV.

     

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

     

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

     

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


     

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

     

    Section
      2.09  Establishment
      of Trust.

     

    The
      Depositor does hereby establish, pursuant to the further provisions of this
      Agreement and the laws of the State of New York, an express trust to be known,
      for convenience, as “Nomura Asset Acceptance Corporation, Alternative Loan
      Trust, Series 2006-WF1” and does hereby appoint HSBC Bank USA, National
      Association, as Trustee in accordance with the provisions of this
      Agreement.

     

    Section
      2.10  Purpose
      and Powers of the Trust.

     

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

     

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

     

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

     

    (c)  to
      make
      payments on the Certificates;

     

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

     

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

     

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

     

     

     

    ARTICLE
      III


    ADMINISTRATION
      OF THE MORTGAGE LOANS; ACCOUNTS

     

    Section
      3.01  Reserved.

     

    Section
      3.02  Reserved.

     

    Section
      3.03  Reserved.

     

    Section
      3.04  Reserved.

     

    Section
      3.05  Reserved.

     

    Section
      3.06  Reserved.

     

    Section
      3.07  Reserved.

     

    Section
      3.08  Reserved.

     

    Section
      3.09  Reserved.

     

    Section
      3.10  Reserved.

     

    Section
      3.11  Reserved.

     

    Section
      3.12  Reserved.

     

    Section
      3.13  Annual
      Statement as to Compliance.

     

    (a)  The
      Master Servicer and the Securities Administrator shall deliver or otherwise
      make
      available (and shall cause each Servicing Function Participant engaged by it
      to
      deliver) to the Depositor and the Securities Administrator and in the case
      of
      the Master Servicer, to the Trustee on or before March 15 of each year,
      commencing in March 2007, an Officer’s Certificate stating, as to the signer
      thereof, that (A) a review of such party’s activities during the preceding
      calendar year or portion thereof and of such party’s performance under this
      Agreement, or such other applicable agreement in the case of a Servicing
      Function Participant, has been made under such officer’s supervision and (B) to
      the best of such officer’s knowledge, based on such review, such party has
      fulfilled all its obligations under this Agreement, or such other applicable
      agreement in the case of a Servicing Function Participant (other than the Master
      Servicer or the Securities Administrator), in all material respects throughout
      such year or portion thereof, or, if there has been a failure to fulfill any
      such obligation in any material respect, specifying each such failure known
      to
      such officer and the nature and status thereof.

     

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

     

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

     

    (ii) After
      the
      Trust Fund ceases to be subject to Exchange Act reporting requirements, failure
      of the Master Servicer to duly perform its obligations under this Section 3.13
      on or before March 31 of each such year shall be deemed a Master Servicer
      Default as provided for in Section 8.01(a)(x). The Trustee may terminate the
      Master Servicer by delivery of notice thereof via first class mail, facsimile
      or
      electronic mail.

     

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

     

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

     

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

     

    Section
      3.14  Assessments
      of Compliance and Attestation Reports.

     

    (a)  By
      March
      15 of
      each
      year, commencing in March 2007,
      the
      Master Servicer and the Securities Administrator, each at its own expense and
      pursuant to Item 1122(a) of Regulation AB, shall furnish or otherwise make
      available, and shall cause any Servicing Function Participant engaged by it
      to
      furnish, which in each case shall not be an expense of the Trust Fund, to the
      Securities Administrator and the Depositor, a report on an assessment of
      compliance with the Relevant Servicing Criteria that contains (A) a statement
      by
      such party of its responsibility for assessing compliance with the Relevant
      Servicing Criteria, (B) a statement that such party used the Relevant Servicing
      Criteria to assess compliance with the Relevant Servicing Criteria, (C) such
      party’s assessment of compliance with the Relevant Servicing Criteria for the
      period consisting of the prior calendar year, including, if there has been
      any
      material instance of noncompliance with the Relevant Servicing Criteria, a
      discussion of each such failure and the nature and status thereof, and (D)
      a
      statement that a registered public accounting firm has issued an attestation
      report on such party’s assessment of compliance with the Relevant Servicing
      Criteria for the period consisting of the prior calendar year.

     

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

     

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

     

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

     

    The
      Master Servicer shall include all annual reports on assessment of compliance
      received by it from each Servicer with its own assessment of compliance to
      be
      submitted to the Securities Administrator pursuant to this Section.

     

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

     

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

     

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

     

    Section
      3.15  Reserved.

     

    Section
      3.16  The
      Trustee.

     

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

     

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

     

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

     

    Section
      3.17  REMIC-Related
      Covenants.

     

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

     

    Section
      3.18  Annual
      Sarbanes-Oxley Certification; Additional Information.

     

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

     

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

     

    Section
      3.19  Release
      of Mortgage Files.

     

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

     

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

     

    Section
      3.20  Reserved.

     

    Section
      3.21  Reserved.

     

    Section
      3.22  Reserved.

     

    Section
      3.23  Reserved.

     

    Section
      3.24  Optional
      Purchase of Defaulted Mortgage Loans.

     

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

     

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

     

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

     

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

     

    Section
      3.25  Obligations
      of the Servicer Under Credit Risk Management Agreement.

     

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

     

    Section
      3.26  Reserved.

     

    Section
      3.27  Reserved.

     

    Section
      3.28  Reserved.

     

    Section
      3.29  Reserved.

     

    
      Section
        3.30  Reserved.

       

    

    Section
      3.31  Distribution
      Account.

     

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

     

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

     

    (ii)  Any
      Advance and any Compensating Interest Payments;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      3.32  Permitted
      Withdrawals and Transfers from the Distribution Account.

     

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

     

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

     

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

     

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

     

    (iv)  to
      reimburse the Master Servicer as Successor Servicer or the Servicer from
      Insurance Proceeds relating to a particular Mortgage Loan for insured expenses
      incurred with respect to such Mortgage Loan and to reimburse the Master Servicer
      as Successor Servicer or the Servicer from Liquidation Proceeds from a
      particular Mortgage Loan for Liquidation Expenses incurred with respect to
      such
      Mortgage Loan;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (xiv)  to
      remove
      amounts deposited in error; and

     

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

     

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

     

    (c)  On
      each
      Distribution Date, the Securities Administrator shall distribute the Available
      Distribution Amount, to the extent of funds on deposit in the Distribution
      Account after taking into account permitted withdrawals therefrom pursuant
      to
      clause (a) above, to the holders of the Certificates in accordance with
      Section 5.04.

     

    Section
      3.33  Duties
      of the Credit Risk Manager; Termination.

     

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

     

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

     

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

     

    Section
      3.34  Limitation
      Upon Liability of the Credit Risk Manager.

     

    Neither
      the Credit Risk Manager, nor any of the directors, officers, employees or agents
      of the Credit Risk Manager, shall be under any liability to the Servicer, the
      Master Servicer, the Securities Administrator, the Trustee, the
      Certificateholders or the Depositor for any action taken or for refraining
      from
      the taking of any action in good faith pursuant to this Agreement, in reliance
      upon information provided by the Servicer and/or Master Servicer under the
      related Credit Risk Management Agreement or of errors in judgment; provided,
      however, that this provision shall not protect the Credit Risk Manager or any
      such person against liability that would otherwise be imposed by reason of
      willful malfeasance, bad faith or gross negligence in its performance of its
      duties under this Agreement or the applicable Credit Risk Management Agreement.
      The Credit Risk Manager and any director, officer, employee or agent of the
      Credit Risk Manager may rely in good faith on any document of any kind prima
      facie properly executed and submitted by any Person respecting any matters
      arising hereunder, and may rely in good faith upon the accuracy of information
      furnished by the Servicer and/or Master Servicer pursuant to the related Credit
      Risk Management Agreement in the performance of its duties thereunder and
      hereunder.

     

     

     

    ARTICLE
      IV


    ADMINISTRATION
      AND MASTER SERVICING OF THE MORTGAGE LOANS

     

    Section
      4.01  The
      Master Servicer. 

     

    The
      Master Servicer shall supervise, monitor and oversee the obligation of the
      Servicer to
      service and administer the Mortgage Loans in accordance with the terms of the
      Servicing Agreement and shall have full power and authority to do any and all
      things which it may deem necessary or desirable in connection with such master
      servicing and administration. In performing its obligations hereunder, the
      Master Servicer shall act in a manner consistent with Accepted Master Servicing
      Practices. Furthermore, the Master Servicer shall oversee and consult with
      the
      Servicer as necessary from time-to-time to carry out the Master Servicer’s
      obligations hereunder, shall receive, review and evaluate all reports,
      information and other data provided to the Master Servicer by the Servicer
      and
      shall cause the Servicer to perform and observe the covenants, obligations
      and
      conditions to be performed or observed by the Servicer under the Servicing
      Agreement. The Master Servicer shall independently and separately monitor the
      servicing activities of the Servicer with respect to each Mortgage Loan,
      reconcile the results of such monitoring with such information provided in
      the
      previous sentence on a monthly basis and coordinate corrective adjustments
      to
      the Servicer’s and Master Servicer’s records, and based on such reconciled and
      corrected information, provide such information relating to the Mortgage Loans
      to the Securities Administrator as shall be necessary to enable it to prepare
      the statements specified in Section 5.06 and any other information and
      statements required to be provided by the Securities Administrator hereunder.
      The Master Servicer shall reconcile the results of its Mortgage Loan monitoring
      with the actual remittances of the Servicer to the Distribution
      Account.

     

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

     

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

     

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

     

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

     

    Section
      4.02  Monitoring
      of Servicer.

     

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

     

    The
      Master Servicer, for the benefit of the Trustee and the Certificateholders,
      shall enforce the obligations of the Servicer under the Servicing Agreement,
      and
      shall, in the event that the Servicer fails to perform its obligations in
      accordance with the Servicing Agreement, subject to this Section and
      Article VIII, shall notify the Trustee and the Trustee shall terminate the
      rights and obligations of the Servicer under the Servicing Agreement in
      accordance with the provisions of Article VIII. The Trustee shall act as
      servicer of the Mortgage Loans or enter in to a new servicing agreement with
      a
      successor servicer selected by the Trustee with the consent of the Master
      Servicer (such consent not to be unreasonably withheld); provided, however,
      it
      is understood and acknowledged by the parties hereto that there will be a period
      of transition (not to exceed 90 days) before the actual servicing functions
      can
      be fully transferred to the Trustee or such successor servicer. Such
      enforcement, including, without limitation, the legal prosecution of claims
      and
      the pursuit of other appropriate remedies, shall be in such form and carried
      out
      to such an extent and at such time as the Trustee, in its good faith business
      judgment, would require were it the owner of the Mortgage Loans. The Trustee
      shall pay the costs of such enforcement, provided that no provision of this
      Agreement shall require the Trustee, to expend or risk its own funds or
      otherwise incur any financial liability in the performance or any of its duties
      hereunder, or in the exercise of any of its rights or powers, if it shall have
      reasonable grounds for believing that repayment of such funds or adequate
      indemnity against such risk or liability is not reasonably assured to
      it.

     

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

     

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

     

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

     

    Section
      4.03  Fidelity
      Bond. 

     

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

     

    Section
      4.04  Power
      to Act; Procedures. 

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      4.07  Standard
      Hazard Insurance and Flood Insurance Policies.

     

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

     

    Pursuant
      to Section 3.31, any amounts collected by the Master Servicer or by the
      Servicer, under any insurance policies (other than amounts to be applied to
      the
      restoration or repair of the property subject to the related Mortgage or
      released to the Mortgagor in accordance with the Servicing Agreement) shall
      be
      deposited into the Distribution Account, subject to withdrawal pursuant to
      Section 3.32. Any
      cost
      incurred by the Servicer in maintaining any such insurance if the Mortgagor
      defaults in its obligation to do so shall be added to the amount owing under
      the
      Mortgage Loan where the terms of the Mortgage Loan so permit; provided, however,
      that the addition of any such cost shall not be taken into account for purposes
      of calculating the distributions to be made to Certificateholders and shall
      be
      recoverable by the Servicer pursuant to the Servicing Agreement.

     

    Section
      4.08  Presentment
      of Claims and Collection of Proceeds. 

     

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

     

    Section
      4.09  Maintenance
      of the Primary Mortgage Insurance Policies.

     

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

     

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

     

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

     

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

     

    Section
      4.11  Realization
      Upon Defaulted Loans. 

     

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

     

    Section
      4.12  Compensation
      for the Master Servicer.

     

    As
      compensation for its services hereunder, the Master Servicer shall be entitled
      to receive the Master Servicing Fee and all income and gain realized from any
      investment of funds in the Distribution Account (the “Master Servicing
      Compensation”). The Master Servicer shall be required to pay all expenses
      incurred by it in connection with its activities hereunder and shall not be
      entitled to reimbursement therefor except as provided in this
      Agreement.

     

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

     

    Section
      4.13  REO
      Property.

     

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

     

    The
      Master Servicer shall enforce, to the extent required by the Servicing
      Agreement, the Servicer’s obligation to deposit all funds collected and received
      in connection with the operation of any REO Property in the Custodial Account
      maintained by the Servicer.

     

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

     

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

     

    The
      Master Servicer shall deposit in the Distribution Account not later than each
      Distribution Date an amount equal to the lesser of (i) the aggregate amounts
      required to be paid by the Servicer under the Servicing Agreement with respect
      to Prepayment Interest Shortfalls on the Mortgage Loans for the related
      Distribution Date, and not so paid by the Servicer and (ii) the Master Servicing
      Compensation for such Distribution Date without reimbursement
      therefor.

     

     

     

    ARTICLE
      V


    ADVANCES
      AND DISTRIBUTIONS

     

    Section
      5.01  Advances.

     

    If
      the
      Scheduled Payment on a Mortgage Loan or a portion thereof is delinquent as
      of
      its Due Date, other than as a result of interest shortfalls due to bankruptcy
      proceedings or application of the Relief Act, and the Servicer fails to make
      an
      advance of the delinquent amount pursuant to the Servicing Agreement, then
      the
      Trustee (in its capacity as Successor Servicer) shall deposit in the
      Distribution Account on the Remittance Date on which such Advance was required
      to be remitted by the Servicer, from its own funds an amount equal to such
      delinquency, net of the Servicing Fee for such Mortgage Loan except to the
      extent the Trustee determines any such advance to be nonrecoverable from
      Liquidation Proceeds, Insurance Proceeds, or future payments on the Mortgage
      Loan for which such Advance was made; provided, however, that if the Trustee
      is
      prohibited by law or regulation from obligating itself to make advances
      regarding delinquent mortgage loans, then the Trustee shall not be obligated
      to
      make Advances pursuant to this Section 5.01; and provided further, that any
      failure to perform such duties or responsibilities caused by the Servicer’s
      failure to provide information required by the Trustee in connection with the
      making of any such required Advance shall not be considered a default by the
      Trustee as successor to the Servicer; provided, however, that (1) it is
      understood and acknowledged by the parties hereto that there will be a period
      of
      transition (not to exceed 90 days) before the actual servicing functions can
      be
      fully transferred to the Trustee or any Successor Servicer and (2) any failure
      to perform such duties or responsibilities caused by the Servicer’s failure to
      provide information required by the Trustee in connection with the making of
      any
      such Advance shall not be considered a default by the Trustee as successor
      to
      the Servicer.

     

    Section
      5.02  Compensating
      Interest Payments.

     

    In
      the
      event that there is a Prepayment Interest Shortfall arising from a voluntary
      Principal Prepayment in full by the Mortgagor with respect to any Mortgage
      Loan,
      the Servicer shall, to the extent of the Servicing Fee for such Distribution
      Date, deposit into the Custodial Account, no later than the close of business
      on
      the Remittance Date immediately preceding such Distribution Date, an amount
      equal to the Prepayment Interest Shortfall; and in case of such deposit, the
      Servicer shall not be entitled to any recovery or reimbursement from the
      Depositor, the Trustee, the Sponsor, the Trust Fund, the Master Servicer or
      the
      Certificateholders. In the event that the Servicer fails to make such payments,
      the Master Servicer shall deposit in the Distribution Account not later than
      each Distribution Date an amount equal to the lesser of (i) the aggregate
      amounts required to be paid by the Servicer under the Servicing Agreement with
      respect to Prepayment Interest Shortfalls on the Mortgage Loans for the related
      Distribution Date, and (ii) the Master Servicing Compensation for such
      Distribution Date without reimbursement therefor.

     

    Section
      5.03  REMIC
      Distributions.

     

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

     

    Section
      5.04  Distributions.

     

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

     

    First,
      in the
      following order of priority:

     

    
      	
              1.

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

            
	 	 
	
              2.

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

            
	 	 
	
              3.

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

            
	 	 
	
              4.

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

            
	 	 
	
              5.

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

            


    

    


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

     

    
      	
              1.

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

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

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

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

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

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

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

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

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

            


    

    


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

     

    
      	
              2.

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

            
	 	 
	
              3.

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

            
	 	 
	
              4.

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

            
	 	 
	
              5.

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

            


    

    


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

     

    
      	
              1.

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

            
	 	 
	
              2.

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

            
	 	 
	
              3.

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

            
	 	 
	
              4.

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

            
	 	 
	
              5.

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

            
	 	 
	
              6.

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

            
	 	 
	
              7.

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

            
	 	 
	
              8.

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

            
	 	 
	
              9.

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

            


    

    


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

     

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

     

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

     

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

     

    Section
      5.05  Allocation
      of Realized Losses.

     

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

     

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

     

    (c)  The
      principal portion of all Realized Losses on the Mortgage Loans allocated to
      any
      REMIC I Regular Interest pursuant to Section 5.05(d) shall be
      allocated on each Distribution Date as follows: first, in reduction of the
      Net
      Monthly Excess Cashflow; second, to the Class X Certificates, until the
      Certificate Principal Balance thereof has been reduced to zero; third, to the
      Class M-4 Certificates, until the Certificate Principal Balance thereof has
      been
      reduced to zero; fourth, to the Class M-3 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero; fifth, to the Class M-2
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero; and sixth, to the Class M-1 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero. All such Realized Losses
      to
      be allocated to the Certificate Principal Balances of the Mezzanine Certificates
      on any Distribution Date shall be so allocated after the actual distributions
      to
      be made on such date as provided above. All references above to the Certificate
      Principal Balance of any Class of Mezzanine Certificates shall be to the
      Certificate Principal Balance of such Class immediately prior to the relevant
      Distribution Date, before reduction thereof by any Realized Losses, in each
      case
      to be allocated to such Mezzanine Certificates, on such Distribution
      Date.

     

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

     

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

     

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

     

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

     

    Section
      5.06  Reserved.

     

    Section
      5.07  Monthly
      Statements to Certificateholders.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    The
      Securities Administrator may make the foregoing monthly statement (and, at
      its
      option, any additional files containing the same information in an alternative
      format) available each month to Certificateholders via the Securities
      Administrator’s internet website. The Securities Administrator’s internet
      website shall initially be located at “www.ctslink.com”. Assistance in using the
      website can be obtained by calling the Securities Administrator’s customer
      service desk at (301) 815-6600. Parties that are unable to use the above
      distribution options are entitled to have a paper copy mailed to them via first
      class mail by calling the customer service desk and indicating such. The
      Securities Administrator may change the way monthly statements are distributed
      in order to make such distributions more convenient or more accessible to the
      above parties.

     

    The
      Securities Administrator shall be entitled to rely on but shall not be
      responsible for the content or accuracy of any information provided by third
      parties for purposes of preparing such statement and may affix thereto any
      disclaimer it deems appropriate in its reasonable discretion (without suggesting
      liability on the part of any other party hereto).

     

    (b)  The
      Securities Administrator’s responsibility for making the above information
      available to the Certificateholders is limited to the availability, timeliness
      and accuracy of the information provided by the Servicer and the Cap Provider.
      The Securities Administrator will make available a copy of each statement
      provided pursuant to this Section 5.06 to each Rating Agency.

     

    (c)  Within
      a
      reasonable period of time after the end of each calendar year, the Securities
      Administrator shall cause to be furnished upon written request to each Person
      who at any time during the calendar year was a Certificateholder, a statement
      containing the information set forth in clauses (a)(i) and (a)(ii) of this
      Section 5.06 aggregated for such calendar year or applicable portion
      thereof during which such Person was a Certificateholder. Such obligation of
      the
      Securities Administrator shall be deemed to have been satisfied to the extent
      that substantially comparable information shall be provided by the Securities
      Administrator pursuant to any requirements of the Code as from time to time
      in
      effect.

     

    (d)  Upon
      filing with the Internal Revenue Service, the Securities Administrator shall
      furnish to the Holders of the Residual Certificates the applicable Form 1066
      and
      each applicable Form 1066Q and shall respond promptly to written requests made
      not more frequently than quarterly by any Holder of a Residual Certificate
      with
      respect to the following matters:

     

    (i)  The
      original projected principal and interest cash flows on the Closing Date on
      each
      Class of regular and residual interests created hereunder and on the Mortgage
      Loans, based on the Prepayment Assumption;

     

    (ii)  The
      projected remaining principal and interest cash flows as of the end of any
      calendar quarter with respect to each Class of regular and residual interests
      created hereunder and the Mortgage Loans, based on the Prepayment
      Assumption;

     

    (iii)  The
      applicable Prepayment Assumption and any interest rate assumptions used in
      determining the projected principal and interest cash flows described
      above;

     

    (iv)  The
      original issue discount (or, in the case of the Mortgage Loans, market discount)
      or premium accrued or amortized through the end of such calendar quarter with
      respect to each Class of regular or residual interests created hereunder and
      to
      the Mortgage Loans, together with each constant yield to maturity used in
      computing the same;

     

    (v)  The
      treatment of losses realized with respect to the Mortgage Loans or the regular
      interests created hereunder, including the timing and amount of any cancellation
      of indebtedness income of a REMIC with respect to such regular interests or
      bad
      debt deductions claimed with respect to the Mortgage Loans;

     

    (vi)  The
      amount and timing of any non-interest expenses of a REMIC; and

     

    (vii)  Any
      taxes
      (including penalties and interest) imposed on the REMIC, including, without
      limitation, taxes on “prohibited transactions,” “contributions” or “net income
      from foreclosure property” or state or local income or franchise
      taxes.

     

    The
      information pursuant to clauses (i), (ii), (iii) and (iv) above shall be
      provided by the Depositor pursuant to Section 9.13.

     

    Section
      5.08  REMIC
      Designations and REMIC Allocations.

     

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

     

    (b)  On
      each
      Distribution Date, the Available Distribution Amount, in the following order
      of
      priority, shall be distributed by REMIC I to REMIC II on account of the REMIC
      I
      Regular Interests or withdrawn from the Distribution Account and distributed
      to
      the Holders of the Class R Certificates, as the case may be:

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      5.09  Prepayment
      Charges.

     

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

     

    (b)  The
      Master Servicer shall not be obligated to recalculate or verify Prepayment
      Charges collected by the Servicer and remitted to the related Deposit Account
      for distribution to the related Certificateholders.

     

    Section
      5.10  Class
      P Certificate Account.

     

    The
      Securities Administrator shall establish and maintain with itself a separate,
      segregated trust account titled “Wells Fargo Bank, N.A., for the benefit of
      Nomura Asset Acceptance Corporation, Alternative Loan Trust 2006-WF1 Class
      P
      Certificate Account”. On the Closing Date, the Depositor will deposit, or cause
      to be deposited in the Class P Certificate Account $100.00. The amount on
      deposit in the Class P Certificate Account shall be held uninvested. On the
      Distribution Date in August 2011, the Securities Administrator shall withdraw
      the amount on deposit in the Class P Certificate Account and remit such amount
      to the Holders of the Class P Certificates, in reduction of the Certificate
      Principal Balance thereof. 

     

    Section
      5.11  Net
      WAC Reserve Fund.

     

    (a)  The
      Securities Administrator shall establish a Net WAC Reserve Fund on behalf of
      the
      holders of the Publicly Offered Certificates. The Net WAC Reserve Fund must
      be
      an Eligible Account. The Net WAC Reserve Fund shall be entitled “Net WAC Reserve
      Fund, Wells Fargo Bank, National Association for the benefit of holders of
      Nomura Asset Acceptance Corporation, Mortgage Pass-Through Certificates, Series
      2006-WF1, Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6,
      Class M-1, Class M-2, Class M-3 and Class M-4”. Any payments received by the
      Securities Administrator under the Cap Contract shall be deposited into the
      Net
      WAC Reserve Fund for the benefit of the Class A-1 Certificates. On the Closing
      Date, the Depositor will deposit, or cause to be deposited, into the Net WAC
      Reserve Fund $5,000. On each Distribution Date as to which there is a Net WAC
      Rate Carryover Amount payable to any Class of Certificates, the Securities
      Administrator shall deposit the amounts pursuant to paragraphs 3, 4, 5, 6 and
      7
      of clause Third
      of
      Section 5.04(a) into the Net WAC Reserve Fund and the Securities
      Administrator has been directed by the Class X Certificateholder to distribute
      such amounts to the Holders of the Publicly Offered Certificates in the amounts
      and priorities set forth in clause Third
      of
      Section 5.04(a).

     

    (b)  The
      Net
      WAC Reserve Fund is an “outside reserve fund” within the meaning of Treasury
      Regulation §1.860G-2(h) and shall be an asset of the Trust Fund but not an asset
      of any REMIC. The Securities Administrator on behalf of the Trust Fund shall
      be
      the nominal owner of the Net WAC Reserve Fund. The Class X Certificateholders
      shall be the beneficial owners of the Net WAC Reserve Fund, subject to the
      power
      of the Securities Administrator to transfer amounts under Section 5.04(a).
      Amounts in the Net WAC Reserve Fund shall be held either uninvested in a trust
      or deposit account of the Securities Administrator with no liability for
      interest or other compensation thereof or, at the written direction of the
      Majority Class X Certificateholder, be invested in Permitted Investments that
      mature no later than the Business Day prior to the next succeeding Distribution
      Date. All net income and gain from such investments shall be distributed to
      the
      Majority Class X Certificateholder, not as a distribution in respect of any
      interest in any REMIC (pursuant to Section 5.08). All amounts earned on amounts
      on deposit in the Net WAC Reserve Fund shall be taxable to the Majority Class
      X
      Certificateholder. Any losses on such investments shall be deposited in the
      Net
      WAC Reserve Fund by the Majority Class X Certificateholder out of its own funds
      immediately as realized. In the event that the Majority Class X
      Certificateholder shall fail to provide investment instructions to the
      Securities Administrator, the amounts on deposit in the Net WAC Reserve Fund
      shall be held uninvested.

     

    (c)  For
      federal tax return and information reporting, the value of the right of the
      holder of the Class A-1 Certificates to receive payments from the Net WAC
      Reserve Fund shall be $9,000.00 and the amount allocated to the right of the
      holders of the Publicly Offered Certificates (other than the Class A-1
      Certificates) to receive payments from the Net WAC Reserve Fund in respect
      of
      any Net WAC Rate Carryover Amount shall be zero.

     

    Section
      5.12  Reports
      Filed with Securities and Exchange Commission.

     

    


    (a)  (i)For
      so
      long as the Trust Fund is subject to Exchange Act reporting requirements, within
      fifteen (15) days after each Distribution Date (subject to permitted extensions
      under the Exchange Act), the Securities Administrator shall prepare and file
      on
      behalf of the Trust Fund any Form 10-D required by the Exchange Act, in form
      and
      substance as required by the Exchange Act. The Securities Administrator shall
      file each Form 10-D with a copy of the related Monthly Statement attached
      thereto. Any disclosure in addition to the Monthly Statement that is required
      to
      be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be reported
      to the Depositor and the Securities Administrator by the entity indicated on
      Exhibit N and approved by the Depositor pursuant to the following paragraph.
      The
      Securities Administrator will have no duty or liability for any failure
      hereunder to determine or prepare any Additional Form 10-D Disclosure, except
      as
      set forth in the next paragraph. 

     

    (ii)  As
      set
      forth on Exhibit N hereto, within five (5) calendar days after the related
      Distribution Date, (i) each Transaction Party shall be required to provide
      to
      the Securities Administrator and to the Depositor, to the extent known by a
      responsible officer thereof, in EDGAR-compatible form, or in such other form
      as
      otherwise agreed upon by the Securities Administrator and such party, the form
      and substance of any Additional Form 10-D Disclosure, if applicable, together
      with an Additional Disclosure Notification in the form of Exhibit H hereto
      (an
“Additional Disclosure Notification”) and (ii) the Depositor will approve, as to
      form and substance, or disapprove, as the case may be, the inclusion of the
      Additional Form 10-D Disclosure on Form 10-D. The Depositor will be responsible
      for any reasonable fees and expenses assessed or incurred by the Securities
      Administrator in connection with including any Additional Form 10-D Disclosure
      on Form 10-D pursuant to this paragraph. 

     

    (iii)  After
      preparing the Form 10-D, the Securities Administrator shall forward
      electronically a copy of the Form 10-D to the Depositor (provided that such
      Form
      10-D includes any Additional Form 10-D Disclosure). Within two (2) calendar
      days
      after receipt of such copy, but no later than the twelfth (12th) calendar day
      after the Distribution Date, the Depositor shall notify the Securities
      Administrator in writing (which may be furnished electronically) of any changes
      to or approval of such Form 10-D. In the absence of receipt of any written
      changes or approval, the Securities Administrator shall be entitled to assume
      that such Form 10-D is in final form and the Securities Administrator may
      proceed with the execution and filing of the Form 10-D. A duly authorized
      representative of the Master Servicer shall sign each Form 10-D. If a Form
      10-D
      cannot be filed on time or if a previously filed Form 10-D needs to be amended,
      the Securities Administrator will follow the procedures set forth in Section
      5.12(c)(ii). Promptly (but no later than one (1) Business Day) after filing
      with
      the Commission, the Securities Administrator will make available on its internet
      website a final executed copy of each Form 10-D filed by the Securities
      Administrator. Each party to this Agreement acknowledges that the performance
      by
      the Master Servicer and the Securities Administrator of its duties under this
      Section 5.12(a) related to the timely preparation, execution and filing of
      Form
      10-D is contingent upon such parties strictly observing all applicable deadlines
      in the performance of their duties as set forth in this Agreement. Neither
      the
      Master Servicer nor the Securities Administrator shall have any liability for
      any loss, expense, damage, claim arising out of or with respect to any failure
      to properly prepare, execute and/or timely file such Form 10-D, where such
      failure results from the Securities Administrator’s inability or failure to
      obtain or receive, on a timely basis, any information from any other party
      hereto needed to prepare, arrange for execution or file such Form 10-D, not
      resulting from its own negligence, bad faith or willful misconduct.

     

    Each
      of
      Form 10-D and Form 10-K requires the registrant to indicate (by checking “yes”
or “no”) that it “(1) has filed all reports required to be filed by Section 13
      or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
      period that the registrant was required to file such reports), and (2) has
      been
      subject to such filing requirements for the past 90 days.” The Depositor hereby
      represents to the Securities Administrator that the Depositor has filed all
      such
      required reports during the preceding 12 months and that it has been subject
      to
      such filing requirement for the past 90 days. The Depositor shall notify the
      Securities Administrator in writing, no later than the fifth calendar day after
      the related Distribution Date with respect to the filing of a report on Form
      10-D and no later than March 15th
      with
      respect to the filing of a report on Form 10-K, if the answer to the questions
      should be “no.” The Securities Administrator shall be entitled to rely on such
      representations in preparing, executing and/or filing any such
      report.

     

    (b)  (i)For
      so
      long as the Trust Fund is subject to Exchange Act reporting requirements, within
      four (4) Business Days after the occurrence of an event set forth on Exhibit
      N
      hereto or such other event requiring disclosure on Form 8-K (each such event,
      a
“Reportable
      Event”),
      or if
      requested by the Depositor, and subject to receipt of such information by the
      Securities Administrator from the entity indicated on Exhibit N as the
      responsible party for providing that information, the Securities Administrator
      shall prepare and file on behalf of the Trust Fund any Form 8-K, as required
      by
      the Exchange Act, provided
      that the
      Depositor shall file the initial Form 8-K in connection with the issuance of
      the
      Certificates. Any disclosure or information related to a Reportable Event or
      that is otherwise required to be included on Form 8-K other than the initial
      Form 8-K (“Form
      8-K Disclosure Information”)
      shall
      be reported by the parties set forth on Exhibit
      N
      to the
      Depositor and the Securities Administrator and directed and approved by the
      Depositor pursuant to the following paragraph and the Securities Administrator
      will have no duty or liability for any failure hereunder to determine or prepare
      any Form 8-K Disclosure Information or any Form 8-K, except as set forth in
      the
      next paragraph. 

     

    (ii)  As
      set
      forth on Exhibit N hereto, for so long as the Trust is subject to the Exchange
      Act reporting requirements, no later than the close of business (New York City
      time) on the second (2nd) Business Day after the occurrence of a Reportable
      Event (i) the parties to this transaction shall be required to provide to the
      Securities Administrator and to the Depositor, to the extent known by a
      responsible officer thereof, in EDGAR-compatible form, or in such other form
      as
      otherwise agreed upon by the Securities Administrator and such party, the form
      and substance of any Form 8-K Disclosure Information, if applicable, together
      with an Additional Disclosure Notification and (ii) the Depositor will approve,
      as to form and substance, or disapprove, as the case may be, the inclusion
      of
      the Form 8-K Disclosure Information. The Depositor will be responsible for
      any
      reasonable fees and expenses assessed or incurred by the Securities
      Administrator in connection with including any Form 8-K Disclosure Information
      on Form 8-K pursuant to this paragraph.

     

    (iii)  After
      preparing the Form 8-K, the Securities Administrator shall forward
      electronically a copy of the Form 8-K to the Depositor. Promptly, but no later
      than the close of business on the third (3rd) Business Day after the Reportable
      Event, the Depositor shall notify the Securities Administrator in writing (which
      may be furnished electronically) of any changes to or approval of such Form
      8-K.
      In the absence of receipt of any written changes or approval, the Securities
      Administrator shall be entitled to assume that such Form 8-K is in final form
      and the Securities Administrator may proceed with the execution and filing
      of
      the Form 8-K. A duly authorized representative of the Master Servicer shall
      sign
      each Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed
      Form 8-K needs to be amended, the Securities Administrator will follow the
      procedures set forth in Section 5.12(c)(ii). Promptly (but no later than 1
      Business Day) after filing with the Commission, the Securities Administrator
      will, make available on its internet website a final executed copy of each
      Form
      8-K that it has filed. The parties to this Agreement acknowledge that the
      performance by the Master Servicer and the Securities Administrator of its
      duties under this Section 5.12(b) related to the timely preparation, execution
      and filing of Form 8-K is contingent upon such parties strictly observing all
      applicable deadlines in the performance of their duties under this Agreement.
      Neither the Master Servicer nor the Securities Administrator shall have any
      liability for any loss, expense, damage, claim arising out of or with respect
      to
      any failure to properly prepare, execute and/or timely file such Form 8-K,
      where
      such failure results from the Securities Administrator’s inability or failure to
      obtain or receive, on a timely basis, any information from any other party
      hereto needed to prepare, arrange for execution or file such Form 8-K, not
      resulting from its own negligence, bad faith or willful misconduct.

     

    (c)  (i)On
      or
      prior to January 30 of the first year in which the Securities Administrator
      is
      able to do so under applicable law, the Securities Administrator shall prepare
      and file a Form 15 Suspension Notification relating to the automatic suspension
      of reporting in respect of the Trust Fund under the Exchange Act.

     

    (ii)  In
      the
      event that the Securities Administrator is unable to timely file with the
      Commission all or any required portion of any Form 8-K, 10-D or 10-K required
      to
      be filed by this Agreement because required disclosure information was either
      not delivered to it or delivered to it after the delivery deadlines set forth
      in
      this Agreement or for any other reason, the Securities Administrator will
      promptly notify electronically the Depositor. In the case of Form 10-D and
      10-K,
      the parties to this Agreement will cooperate to prepare and file a Form 12b-25
      and a 10-D/A and 10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange
      Act. In the case of Form 8-K, the Securities Administrator will, upon receipt
      of
      all required Form 8-K Disclosure Information and upon the approval and direction
      of the Depositor, include such disclosure information on the next Form 10-D.
      In
      the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended
      in connection with any Additional Form 10-D Disclosure (other than for the
      purpose of restating any monthly report), Additional Form 10-K Disclosure or
      Form 8-K Disclosure Information, the Securities Administrator will
      electronically notify the Depositor and such other parties to the transaction
      as
      are affected by such amendment, and such parties will cooperate to prepare
      any
      necessary 8-K/A, 10-D/A or 10-K/A. Any Form 15, Form 12b-25 or any amendment
      to
      Form 8-K, 10-D or 10-K shall be signed by a duly authorized representative,
      or
      senior officer in charge of master servicing, as applicable, of the Master
      Servicer. The parties to this Agreement acknowledge that the performance by
      the
      Master Servicer and the Securities Administrator of its duties under this
      Section 5.12(c) related to the timely preparation, execution and filing of
      Form
      15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent
      upon
      each such party performing its duties under this Section. Neither the Master
      Servicer nor the Securities Administrator shall have any liability for any
      loss,
      expense, damage, claim arising out of or with respect to any failure to properly
      prepare, execute and/or timely file any such Form 15, Form 12b-25 or any
      amendments to Forms 8-K, 10-D or 10-K, where such failure results from the
      Securities Administrator’s inability or failure to obtain or receive, on a
      timely basis, any information from any other party hereto needed to prepare,
      arrange for execution or file such Form 15, Form 12b-25 or any amendments to
      Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or
      willful misconduct.

     

    (d)  (i)For
      so
      long as the trust is subject to Exchange Act reporting requirements, within
      ninety (90) days after the end of each calendar year or such earlier date as
      may
      be required by the Exchange Act (the “10-K
      Filing Deadline”),
      (it
      being understood that the fiscal year for the trust ends on December 31 of
      each
      year) commencing in March 2007, the Securities Administrator shall prepare
      and
      file on behalf of the Trust Fund a Form 10-K, in form and substance as required
      by the Exchange Act. Each such Form 10-K shall include the following items,
      in
      each case to the extent they have been delivered to the Securities Administrator
      within the applicable time frames set forth in this Agreement, (i) an annual
      compliance statement for each Servicing Function Participant (other than the
      Custodian), as described under Section 3.13, (ii)(A) the annual reports on
      assessment of compliance with servicing criteria for each Servicing Function
      Participant, as described under Section 3.14 and the Custodial Agreement, and
      (B) if any Servicing Function Participant’s report on assessment of compliance
      with servicing criteria described under Section 3.14 identifies any material
      instance of noncompliance, disclosure identifying such instance of
      noncompliance, or if any Servicing Function Participant’s report on assessment
      of compliance with servicing criteria described under Section 3.14 is not
      included as an exhibit to such Form 10-K, disclosure that such report is not
      included and an explanation why such report is not included, (iii)(A) the
      registered public accounting firm attestation report for each Servicing Function
      Participant, as described under Section 3.14, and (B) if any registered public
      accounting firm attestation report described under Section 3.14 identifies
      any
      material instance of noncompliance, disclosure identifying such instance of
      noncompliance, or if any such registered public accounting firm attestation
      report is not included as an exhibit to such Form 10-K, disclosure that such
      report is not included and an explanation why such report is not included,
      and
      (iv) a Sarbanes-Oxley Certification as described in Section 3.18. Any disclosure
      or information in addition to (i) through (iv) above that is required to be
      included on Form 10-K as set forth on Exhibit N under Form 10-K (“Additional
      Form 10-K Disclosure”)
      shall
      be reported to the Depositor and the Securities Administrator by the parties
      set
      forth on Exhibit N, and shall be approved by the Depositor pursuant to the
      following paragraph. The Securities Administrator will have no duty or liability
      for any failure hereunder to determine or prepare any Additional Form 10-K
      Disclosure, except as set forth in the next paragraph. 

     

    (ii)  As
      set
      forth on Exhibit N hereto, no later than March 15 of each year that the Trust
      is
      subject to the Exchange Act reporting requirements, commencing in 2007, (i)
      each
      Transaction Party shall be required to provide to the Securities Administrator
      and to the Depositor, to the extent known by a responsible officer thereof,
      in
      EDGAR-compatible form, or in such other form as otherwise agreed upon by the
      Securities Administrator and such party, the form and substance of any
      Additional Form 10-K Disclosure, if applicable, together with an Additional
      Disclosure Notification and (ii) the Depositor will approve, as to form and
      substance, or disapprove, as the case may be, the inclusion of the Additional
      Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any
      reasonable fees and expenses assessed or incurred by the Securities
      Administrator in connection with including any Additional Form 10-K Disclosure
      on Form 10-K pursuant to this paragraph.

     

    (iii)  After
      preparing the Form 10-K, the Securities Administrator shall, upon request,
      forward electronically a copy of the Form 10-K to the Depositor. Within three
      (3) Business Days after receipt of such copy, but no later than March 25th,
      the
      Depositor shall notify the Securities Administrator in writing (which may be
      furnished electronically) of any changes to or approval of such Form 10-K.
      In
      the absence of receipt of any written changes or approval, or if the Depositor
      does not request a copy of a Form 10-D, the Securities Administrator shall
      be
      entitled to assume that such Form 10-K is in final form and the Securities
      Administrator may proceed with the execution and filing of the Form 10-K. A
      senior officer of the Master Servicer in charge of the master servicing function
      shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a
      previously filed Form 10-K needs to be amended, the Securities Administrator
      will follow the procedures set forth in Section 5.12(c)(ii). Promptly (but
      no
      later than one (1) Business Day) after filing with the Commission, the
      Securities Administrator will make available on its internet website a final
      executed copy of each Form 10-K to be filed by the Securities Administrator.
      The
      parties to this Agreement acknowledge that the performance by the Master
      Servicer and the Securities Administrator of its duties under this Section
      5.12(d) related to the timely preparation, execution and filing of Form 10-K
      is
      contingent upon such parties (and any Servicing Function Participant) strictly
      observing all applicable deadlines in the performance of their duties under
      this
      Section 5.12(d), Section 3.13, Section 3.14 and Section 3.18. Neither the Master
      Servicer nor the Securities Administrator shall have any liability for any
      loss,
      expense, damage or claim arising out of or with respect to any failure to
      properly prepare and/or timely file such Form 10-K, where such failure results
      from the Securities Administrator’s inability or failure to obtain or receive,
      on a timely basis, any information from any other party hereto needed to
      prepare, arrange for execution or file such Form 10-K, not resulting from its
      own negligence, bad faith or willful misconduct.

     

    (e)  On
      each
      Distribution Date, the Securities Administrator will calculate the PMI Threshold
      Percentage based on information provided by the Servicer and the PMI Insurer.
      The PMI Threshold Percentage will be included in the statement to
      Certificateholders prepared and made available by the Securities Administrator
      pursuant to Section 5.07 of this Agreement. The Depositor will be obligated
      to
      provide to the Securities Administrator any financial statements of or other
      information relating to the PMI Insurer that may be required to be included
      in
      any Form 10-D, Form 8-K or Form 10-K or written notification instructing the
      Securities Administrator that such Additional Disclosure is not necessary for
      such Distribution Date. The Depositor shall be responsible for any reasonable
      fees and expenses assessed or incurred by the Securities Administrator in
      connection with including any Additional Disclosure information pursuant to
      this
      Section.

     

    (f)  The
      Master Servicer, the Depositor, the Custodian, the Sponsor and Securities
      Administrator shall indemnify and hold harmless the Depositor, the Trustee
      and
      their respective officers, directors and Affiliates from and against any losses,
      damages, penalties, fines, forfeitures, reasonable and necessary legal fees
      and
      related costs, judgments and other costs and expenses arising out of or based
      upon a breach of such party’s obligations under this Section 5.12 or such
      party’s negligence, bad faith or willful misconduct in connection therewith.


     

    Notwithstanding
      the provisions of Section 11.01, this Section 5.12 may be amended without the
      consent of the Certificateholders.

     

    Any
      notice required to be delivered by the Securities Administrator to the Depositor
      pursuant to this Sections 3.13, 3.14, 3.18 or 5.12 shall be delivered by the
      Securities Administrator by facsimile and electronic mail to Juliet Buck, Esq.
      at (646) 587-9817 and jbuck@us.nomura.com,
      with a
      copy to John Graham at (646) 587-9592 and jgraham@us.nomura.com
      and a
      copy to N. Dante LaRocca at (646) 587-9804 and dlarocca@us.nomura.com.

     

     

     

    ARTICLE
      VI


    THE
      CERTIFICATES

     

    Section
      6.01  The
      Certificates.

     

    (a)  The
      Certificates shall be substantially in the forms attached hereto as Exhibits
      A-1
      through A-5. The Certificates shall be issuable in registered form, in the
      minimum dollar denominations, integral dollar multiples in excess thereof
      (except that one Certificate of each Class may be issued in a different amount
      which must be in excess of the applicable minimum dollar denomination) and
      aggregate dollar denominations as set forth in the following table:

    


    
      	
              Class

            	
              Minimum
                Denomination

            	
              Integral
                Multiple in Excess of Minimum

            	
              Original
                Certificate Principal Balance

            	
              Pass-Through
                Rate

            
	
              A-1

            	
              $ 25,000

            	
              $1

            	
              $ 133,955,000

            	
              Class
                A-1 Pass-Through Rate

            
	
              A-2

            	
              $ 25,000

            	
              $1

            	
              $ 
                 28,480,000

            	
              Class
                A-2 Pass-Through Rate

            
	
              A-3

            	
              $ 25,000

            	
              $1

            	
              $ 
                 37,886,000

            	
              Class
                A-3 Pass-Through Rate

            
	
              A-4

            	
              $ 25,000

            	
              $1

            	
              $ 
                 50,423,000

            	
              Class
                A-4 Pass-Through Rate

            
	
              A-5

            	
              $ 25,000

            	
              $1

            	
              $ 
                 26,149,000

            	
              Class
                A-5 Pass-Through Rate

            
	
              A-6

            	
              $ 25,000

            	
              $1

            	
              $ 
                 30,670,000

            	
              Class
                A-6 Pass-Through Rate

            
	
              M-1

            	
              $ 25,000

            	
              $1

            	
              $ 
                 11,764,000

            	
              Class
                M-1 Pass-Through Rate

            
	
              M-2

            	
              $ 25,000

            	
              $1

            	
              $ 
                 10,400,000

            	
              Class
                M-2 Pass-Through Rate

            
	
              M-3

            	
              $ 25,000

            	
              $1

            	
              $   
                 5,967,000

            	
              Class
                M-3 Pass-Through Rate

            
	
              M-4

            	
              $ 25,000

            	
              $1

            	
              $   
                 3,410,000

            	
              Class
                M-4 Pass-Through Rate

            
	
              P

            	
              $        
                 1

            	
              $1

            	
              $        
                 100.00

            	
              N/A

            
	
              X

            	
              $        
                 1

            	
              $1

            	
              $

            	
              Class
                X Pass-Through Rate

            
	
              R

            	
              N/A

            	
              N/A

            	
              N/A

            	
              N/A

            


    

    


     

    Upon
      original issue, the Certificates shall be executed and authenticated by the
      Securities Administrator and delivered by the Trustee to and upon the written
      order of the Depositor. The Certificates shall be executed by manual or
      facsimile signature on behalf of the Trust Fund by the Securities Administrator
      by an authorized signatory. Certificates bearing the manual or facsimile
      signatures of individuals who were at any time the proper officers of the
      Securities Administrator shall bind the Trust, notwithstanding that such
      individuals or any of them have ceased to hold such offices prior to the
      authentication and delivery of such Certificates or did not hold such offices
      at
      the date of such Certificates. No Certificate shall be entitled to any benefit
      under this Agreement or be valid for any purpose, unless there appears on such
      Certificate a certificate of authentication substantially in the form provided
      herein executed by the Securities Administrator by manual signature, and such
      certificate of authentication shall be conclusive evidence, and the only
      evidence, that such Certificate has been duly authenticated and delivered
      hereunder. All Certificates shall be dated the date of their
      authentication.

     

    The
      Depositor shall provide, or cause to be provided, to the Securities
      Administrator on a continuous basis, an adequate inventory of Certificates
      to
      facilitate transfers.

     

    (b)  The
      Class
      X Certificates and Class P Certificates offered and sold to Qualified
      Institutional Buyers in reliance on Rule 144A under the Securities Act (“Rule
      144A”) will be issued in the form of Definitive Certificates.

     

    Section
      6.02  Certificate
      Register; Registration of Transfer and Exchange of Certificates.

     

    (a)  The
      Securities Administrator shall maintain, or cause to be maintained in accordance
      with the provisions of Section 6.09, a Certificate Register for the
      Certificates in which, subject to the provisions of subsections (b) and (c)
      below and to such reasonable regulations as it may prescribe, the Securities
      Administrator shall provide for the registration of Certificates and of
      Transfers and exchanges of Certificates as herein provided. Upon surrender
      for
      registration of Transfer of any Certificate, the Securities Administrator shall
      authenticate and deliver, in the name of the designated transferee or
      transferees, one or more new Certificates of the same Class and of like
      aggregate Percentage Interest.

     

    At
      the
      option of a Certificateholder, Certificates may be exchanged for other
      Certificates of the same Class in authorized denominations and evidencing the
      same aggregate Percentage Interest upon surrender of the Certificates to be
      exchanged at the office or agency of the Securities Administrator. Whenever
      any
      Certificates are so surrendered for exchange, the Securities Administrator
      shall
      execute, authenticate, and deliver the Certificates that the Certificateholder
      making the exchange is entitled to receive. Every Certificate presented or
      surrendered for registration of Transfer or exchange shall be accompanied by
      a
      written instrument of Transfer in form satisfactory to the Securities
      Administrator duly executed by the holder thereof or his attorney duly
      authorized in writing.

     

    No
      service charge to the Certificateholders shall be made for any registration
      of
      Transfer or exchange of Certificates, but payment of a sum sufficient to cover
      any tax or governmental charge that may be imposed in connection with any
      Transfer or exchange of Certificates may be required.

     

    All
      Certificates surrendered for registration of Transfer or exchange shall be
      canceled and subsequently destroyed by the Securities Administrator in
      accordance with the Securities Administrator’s customary
      procedures.

     

    (b)  No
      Transfer of a Private Certificate shall be made unless such Transfer is made
      pursuant to an effective registration statement under the Securities Act and
      any
      applicable state securities laws or is exempt from the registration requirements
      under the Securities Act and such state securities laws. In the event that
      a
      Transfer is to be made in reliance upon an exemption from the Securities Act
      and
      such laws, in order to assure compliance with the Securities Act and such laws,
      the Certificateholder desiring to effect such Transfer and such
      Certificateholder’s prospective transferee shall each certify to the Securities
      Administrator in writing the facts surrounding the Transfer in substantially
      the
      forms set forth in Exhibit E (the “Transferor Certificate”) and (x) deliver a
      letter in substantially the form of either Exhibit F (the “Investment Letter”)
      or Exhibit G (the “Rule 144A Letter”) or (y) there shall be delivered to the
      Securities Administrator an Opinion of Counsel, at the expense of the
      transferor, that such Transfer may be made pursuant to an exemption from the
      Securities Act, which Opinion of Counsel shall not be an expense of the
      Depositor, the Sponsor, the Securities Administrator, the Trustee or the Trust
      Fund. The Depositor shall provide to any Holder of a Private Certificate and
      any
      prospective transferee designated by any such Holder, information regarding
      the
      related Certificates and the Mortgage Loans and such other information as shall
      be necessary to satisfy the condition to eligibility set forth in Rule
      144A(d)(4) for Transfer of any such Certificate without registration thereof
      under the Securities Act pursuant to the registration exemption provided by
      Rule
      144A. The Securities Administrator shall cooperate with the Depositor in
      providing the Rule 144A information referenced in the preceding sentence,
      including providing to the Depositor such information regarding the
      Certificates, the Mortgage Loans and other matters regarding the Trust Fund
      as
      the Depositor shall reasonably request to meet its obligation under the
      preceding sentence. Each Holder of a Private Certificate desiring to effect
      such
      Transfer shall, and does hereby agree to, indemnify the Securities
      Administrator, the Depositor and the Sponsor against any liability that may
      result if the Transfer is not so exempt or is not made in accordance with such
      federal and state laws.

     

    No
      Transfer of an ERISA Restricted Certificate shall be made unless the Securities
      Administrator shall have received either (i) a representation from the
      transferee of such Certificate acceptable to and in form and substance
      satisfactory to the Securities Administrator to the effect that such transferee
      is not an employee benefit plan subject to Section 406 of ERISA and/or a
      plan subject to Section 4975 of the Code, or a Person acting on behalf of
      any such plan or using the assets of any such plan, or (ii) in the case of
      any
      such ERISA Restricted Certificate presented for registration in the name of
      an
      employee benefit plan subject to ERISA, or a plan subject to Section 4975
      of the Code (or comparable provisions of any subsequent enactments), or a
      trustee of any such plan or any other person acting on behalf of any such plan,
      an Opinion of Counsel satisfactory to the Securities Administrator for the
      benefit of the Securities Administrator, the Depositor and the Servicer and
      on
      which they may rely to the effect that the purchase and holding of such ERISA
      Restricted Certificate is permissible under applicable law, will not result
      in
      any prohibited transactions under ERISA or Section 4975 of the Code and
      will not subject the Securities Administrator, the Depositor or any Servicer
      to
      any obligation in addition to those expressly undertaken in this Agreement,
      which Opinion of Counsel shall not be an expense of the Securities
      Administrator, the Depositor or any Servicer. Notwithstanding anything else
      to
      the contrary herein, any purported transfer of an ERISA Restricted Certificate
      to or on behalf of an employee benefit plan subject to Section 406 of ERISA
      and/or a plan subject to Section 4975 of the Code other than in compliance
      with the foregoing shall be void and of no effect; provided that the restriction
      set forth in this sentence shall not be applicable if there has been delivered
      to the Securities Administrator an Opinion of Counsel meeting the requirements
      of clause (ii) of the first sentence of this paragraph. The Securities
      Administrator shall not be under any liability to any Person for any
      registration of transfer of any ERISA Restricted Certificate that is in fact
      not
      permitted by this Section 6.02(b) or for making any payments due on such
      Certificate to the Holder thereof or taking any other action with respect to
      such Holder under the provisions of this Agreement. The Securities Administrator
      shall be entitled, but not obligated, to recover from any Holder of any ERISA
      Restricted Certificate that was in fact an employee benefit plan subject to
      Section 406 of ERISA or a plan subject to Section 4975 of the Code or
      a Person acting on behalf of any such plan at the time it became a Holder or,
      at
      such subsequent time as it became such a plan or Person acting on behalf of
      such
      a plan, all payments made on such ERISA Restricted Certificate at and after
      either such time. Any such payments so recovered by the Securities Administrator
      shall be paid and delivered by the Securities Administrator to the last
      preceding Holder of such Certificate that is not such a plan or Person acting
      on
      behalf of a plan.

     

    Each
      beneficial owner of a Mezzanine Certificate or Subordinate Certificate or any
      interest therein shall be deemed to have represented, by virtue of its
      acquisition or holding of that certificate or interest therein, that either
      (i)
      it is not a Plan or investing with “Plan Assets”, (ii) it has acquired and is
      holding such certificate in reliance on the Exemption, and that it understands
      that there are certain conditions to the availability of the Exemption,
      including that the certificate must be rated, at the time of purchase, not
      lower
      than “BBB-“ (or its equivalent) by S&P or Moody’s, and the certificate is so
      rated or (iii) (1) it is an insurance company, (2) the source of funds used
      to
      acquire or hold the certificate or interest therein is an “insurance company
      general account,” as such term is defined in Prohibited Transaction Class
      Exemption (“PTCE”) 95-60 and (3) the conditions in Sections I and III of PTCE
      95-60 have been satisfied.

     

    (c)  (i)
      Each
      Person who has or who acquires any Ownership Interest in a Residual Certificate
      shall be deemed by the acceptance or acquisition of such Ownership Interest
      to
      have agreed to be bound by the following provisions, and the rights of each
      Person acquiring any Ownership Interest in a Residual Certificate are expressly
      subject to the following provisions:

     

    (A)  Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall be a Permitted Transferee and shall promptly notify the Securities
      Administrator of any change or impending change in its status as a Permitted
      Transferee.

     

    (B)  In
      connection with any proposed Transfer of any Ownership Interest in a Residual
      Certificate, the Securities Administrator shall require delivery to it, and
      shall not register the Transfer of any Residual Certificate until its receipt
      of, an affidavit and agreement (a “Transfer Affidavit and Agreement,” in the
      form attached hereto as Exhibit D) from the proposed Transferee, in form and
      substance satisfactory to the Securities Administrator, representing and
      warranting, among other things, that such Transferee is a Permitted Transferee,
      that it is not acquiring its Ownership Interest in the Residual Certificate
      that
      is the subject of the proposed Transfer as a nominee, trustee or agent for
      any
      Person that is not a Permitted Transferee, that for so long as it retains its
      Ownership Interest in a Residual Certificate, it will endeavor to remain a
      Permitted Transferee, and that it has reviewed the provisions of this
      Section 6.02(d) and agrees to be bound by them.

     

    (C)  Notwithstanding
      the delivery of a Transfer Affidavit and Agreement by a proposed Transferee
      under clause (B) above, if an authorized officer of the Securities Administrator
      who is assigned to this transaction has actual knowledge that the proposed
      Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
      in a Residual Certificate to such proposed Transferee shall be
      effected.

     

    (D)  Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall agree (x) to require a Transfer Affidavit and Agreement from any other
      Person to whom such Person attempts to transfer its Ownership Interest in a
      Residual Certificate and (Y) not to transfer its Ownership Interest unless
      it
      provides a Transferor Affidavit (in the form attached hereto as Exhibit E)
      to
      the Securities Administrator stating that, among other things, it has no actual
      knowledge that such other Person is not a Permitted Transferee.

     

    (E)  Each
      Person holding or acquiring an Ownership Interest in a Residual Certificate,
      by
      purchasing an Ownership Interest in such Certificate, agrees to give the
      Securities Administrator written notice that it is a “pass-through interest
      holder” within the meaning of temporary Treasury regulation
      Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership
      Interest in a Residual Certificate, if it is, or is holding an Ownership
      Interest in a Residual Certificate on behalf of, a “pass-through interest
      holder.”

     

    (ii)  The
      Securities Administrator will register the Transfer of any Residual Certificate
      only if it shall have received the Transfer Affidavit and Agreement and all
      of
      such other documents as shall have been reasonably required by the Securities
      Administrator as a condition to such registration. In addition, no Transfer
      of a
      Residual Certificate shall be made unless the Securities Administrator shall
      have received a representation letter from the Transferee of such Certificate
      to
      the effect that such Transferee is a Permitted Transferee.

     

    (iii)  (A)
      If any
      purported Transferee shall become a Holder of a Residual Certificate in
      violation of the provisions of this Section 6.02(d), then the last
      preceding Permitted Transferee shall be restored, to the extent permitted by
      law, to all rights as holder thereof retroactive to the date of registration
      of
      such Transfer of such Residual Certificate. The Securities Administrator shall
      be under no liability to any Person for any registration of Transfer of a
      Residual Certificate that is in fact not permitted by this Section 6.02(d)
      or for making any payments due on such Certificate to the holder thereof or
      for
      taking any other action with respect to such holder under the provisions of
      this
      Agreement.

     

    (B)  If
      any
      purported Transferee shall become a holder of a Residual Certificate in
      violation of the restrictions in this Section 6.02(d) and to the extent
      that the retroactive restoration of the rights of the holder of such Residual
      Certificate as described in clause (iii)(A) above shall be invalid, illegal
      or
      unenforceable, then the Securities Administrator shall have the right, without
      notice to the holder or any prior holder of such Residual Certificate, to sell
      such Residual Certificate to a purchaser selected by the Securities
      Administrator on such terms as the Securities Administrator may choose. Such
      purported Transferee shall promptly endorse and deliver each Residual
      Certificate in accordance with the instructions of the Securities Administrator.
      Such purchaser may be the Securities Administrator itself or any Affiliate
      of
      the Securities Administrator. The proceeds of such sale, net of the commissions
      (which may include commissions payable to the Securities Administrator or its
      Affiliates), expenses and taxes due, if any, will be remitted by the Securities
      Administrator to such purported Transferee. The terms and conditions of any
      sale
      under this clause (iii)(B) shall be determined in the sole discretion of the
      Securities Administrator, and the Securities Administrator shall not be liable
      to any Person having an Ownership Interest in a Residual Certificate as a result
      of its exercise of such discretion.

     

    (iv)  The
      Securities Administrator shall make available to the Internal Revenue Service
      and those Persons specified by the REMIC Provisions all information necessary
      to
      compute any tax imposed (A) as a result of the Transfer of an Ownership Interest
      in a Residual Certificate to any Person who is a Disqualified Organization,
      including the information described in Treasury regulations sections
      1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the “excess inclusions” of
      such Residual Certificate and (B) as a result of any regulated investment
      company, real estate investment trust, common trust fund, partnership, trust,
      estate or organization described in Section 1381 of the Code that holds an
      Ownership Interest in a Residual Certificate having as among its record holders
      at any time any Person which is a Disqualified Organization. Reasonable
      compensation for providing such information may be charged or collected by
      the
      Securities Administrator.

     

    (v)  The
      provisions of this Section 6.02(d) set forth prior to this subsection (v)
      may be modified, added to or eliminated, provided that there shall have been
      delivered to the Securities Administrator at the expense of the party seeking
      to
      modify, add to or eliminate any such provision the following:

     

    (A)  written
      notification from each Rating Agency to the effect that the modification,
      addition to or elimination of such provisions will not cause such Rating Agency
      to downgrade its then-current ratings of any Class of Certificates;
      and

     

    (B)  an
      Opinion of Counsel, in form and substance satisfactory to the Securities
      Administrator, to the effect that such modification of, addition to or
      elimination of such provisions will not cause any REMIC to cease to qualify
      as a
      REMIC and will not cause any REMIC, as the case may be, to be subject to an
      entity-level tax caused by the Transfer of any Residual Certificate to a Person
      that is not a Permitted Transferee or a Person other than the prospective
      transferee to be subject to a REMIC-tax caused by the Transfer of a Residual
      Certificate to a Person that is not a Permitted Transferee.

     

    (d)  Subject
      to the preceding subsections, upon surrender for registration of transfer of
      any
      Certificate at any office or agency of the Securities Administrator maintained
      for such purpose pursuant to Section 9.11, the Securities Administrator
      shall execute, authenticate and deliver, in the name of the designated
      Transferee or Transferees, one or more new Certificates of the same Class of
      a
      like aggregate Percentage Interest.

     

    (e)  At
      the
      option of the Holder thereof, any Certificate may be exchanged for other
      Certificates of the same Class with authorized denominations and a like
      aggregate Percentage Interest, upon surrender of such Certificate to be
      exchanged at any office or agency of the Securities Administrator maintained
      for
      such purpose pursuant to Section 9.11. Whenever any Certificates are so
      surrendered for exchange, the Securities Administrator shall execute,
      authenticate and deliver, the Certificates which the Certificateholder making
      the exchange is entitled to receive. Every Certificate presented or surrendered
      for transfer or exchange shall (if so required by the Securities Administrator)
      be duly endorsed by, or be accompanied by a written instrument of transfer
      in
      the form satisfactory to the Securities Administrator duly executed by, the
      Holder thereof or his attorney duly authorized in writing. In addition, with
      respect to the Class R Certificate, the holder thereof may exchange, in the
      manner described above, such Class R Certificate for two separate certificates,
      each representing such holder's respective Percentage Interest in the Class
      R-1
      Interest and the Class R-2 Interest, respectively, in each case that was
      evidenced by the Class R Certificate being exchanged.

     

    (f)  No
      service charge to the Certificateholders shall be made for any transfer or
      exchange of Certificates, but the Securities Administrator may require payment
      of a sum sufficient to cover any tax or governmental charge that may be imposed
      in connection with any transfer or exchange of Certificates.

     

    (g)  The
      preparation and delivery of all certificates and opinions referred to above
      in
      this Section 6.02 shall not be an expense of the Trust Fund, the Securities
      Administrator, the Depositor or the Sponsor.

     

    (h)  All
      Certificates surrendered for transfer and exchange shall be canceled and
      destroyed by the Securities Administrator in accordance with its customary
      procedures.

     

    Section
      6.03  Mutilated,
      Destroyed, Lost or Stolen Certificates.

     

    If
      (a)
      any mutilated Certificate is surrendered to the Securities Administrator, or
      the
      Securities Administrator receives evidence to its satisfaction of the
      destruction, loss or theft of any Certificate and of the ownership thereof
      and
      (b) there is delivered to the Securities Administrator such security or
      indemnity as may be required by them to save each of them harmless, then, in
      the
      absence of notice to the Securities Administrator that such Certificate has
      been
      acquired by a bona fide purchaser, the Securities Administrator shall execute,
      authenticate and deliver, in exchange for or in lieu of any such mutilated,
      destroyed, lost or stolen Certificate, a new Certificate of like Class, tenor
      and Percentage Interest. In connection with the issuance of any new Certificate
      under this Section 6.03, the Securities Administrator may require the
      payment of a sum sufficient to cover any tax or other governmental charge that
      may be imposed in relation thereto and any other expenses (including the fees
      and expenses of the Securities Administrator) connected therewith. Any
      replacement Certificate issued pursuant to this Section 6.03 shall
      constitute complete and indefeasible evidence of ownership in the Trust Fund,
      as
      if originally issued, whether or not the lost, stolen or destroyed Certificate
      shall be found at any time. All Certificates surrendered to the Securities
      Administrator under the terms of this Section 6.03 shall be canceled and
      destroyed by the Securities Administrator in accordance with its standard
      procedures without liability on its part.

     

    Section
      6.04  Persons
      Deemed Owners.

     

    The
      Depositor, the Servicer, the Trustee, the Master Servicer, the Securities
      Administrator and any of their agents may treat the person in whose name any
      Certificate is registered as the owner of such Certificate for the purpose
      of
      receiving distributions as provided in this Agreement and for all other purposes
      whatsoever, and none of the Depositor, the Servicer, the Trustee, the Master
      Servicer, the Securities Administrator nor any of their agents shall be affected
      by any notice to the contrary.

     

    Section
      6.05  Access
      to List of Certificateholders’ Names and Addresses.

     

    If
      three
      or more Certificateholders (a) request such information in writing from the
      Securities Administrator, (b) state that such Certificateholders desire to
      communicate with other Certificateholders with respect to their rights under
      this Agreement or under the Certificates, and (c) provide a copy of the
      communication that such Certificateholders propose to transmit or if the
      Depositor shall request such information in writing from the Securities
      Administrator, then the Securities Administrator shall, within ten Business
      Days
      after the receipt of such request, provide the Depositor or such
      Certificateholders at such recipients’ expense the most recent list of the
      Certificateholders of the Trust Fund held by the Securities Administrator,
      if
      any. The Depositor and every Certificateholder, by receiving and holding a
      Certificate, agree that the Securities Administrator shall not be held
      accountable by reason of the disclosure of any such information as to the list
      of the Certificateholders hereunder, regardless of the source from which such
      information was derived.

     

    Section
      6.06  Book-Entry
      Certificates.

     

    The
      Regular Certificates, upon original issuance, shall be issued in the form of
      one
      or more typewritten Certificates representing the Book- Entry Certificates,
      to
      be delivered to the Depository by or on behalf of the Depositor. Such
      Certificates shall initially be registered on the Certificate Register in the
      name of the Depository or its nominee, and no Certificate Owner of such
      Certificates will receive a definitive certificate representing such Certificate
      Owner’s interest in such Certificates, except as provided in Section 6.08.
      Unless and until definitive, fully registered Certificates (“Definitive
      Certificates”) have been issued to the Certificate Owners of such Certificates
      pursuant to Section 6.08:

     

    (a)  the
      provisions of this Section shall be in full force and effect;

     

    (b)  the
      Depositor and the Securities Administrator may deal with the Depository and
      the
      Depository Participants for all purposes (including the making of distributions)
      as the authorized representative of the respective Certificate Owners of such
      Certificates;

     

    (c)  registration
      of the Book-Entry Certificates may not be transferred by the Securities
      Administrator except to another Depository;

     

    (d)  the
      rights of the respective Certificate Owners of such Certificates shall be
      exercised only through the Depository and the Depository Participants and shall
      be limited to those established by law and agreements between the Owners of
      such
      Certificates and the Depository and/or the Depository Participants. Pursuant
      to
      the Depository Agreement, unless and until Definitive Certificates are issued
      pursuant to Section 6.08, the Depository will make book-entry transfers
      among the Depository Participants and receive and transmit distributions of
      principal and interest on the related Certificates to such Depository
      Participants;

     

    (e)  the
      Depository may collect its usual and customary fees, charges and expenses from
      its Depository Participants;

     

    (f)  the
      Depositor, the Servicer, the Trustee, the Master Servicer and the Securities
      Administrator may rely and shall be fully protected in relying upon information
      furnished by the Depository with respect to its Depository Participants;
      and

     

    (g)  to
      the
      extent that the provisions of this Section conflict with any other
      provisions of this Agreement, the provisions of this Section shall
      control.

     

    For
      purposes of any provision of this Agreement requiring or permitting actions
      with
      the consent of, or at the direction of, Certificateholders evidencing a
      specified percentage of the aggregate unpaid principal amount of any Class
      of
      Certificates, such direction or consent may be given by Certificate Owners
      (acting through the Depository and the Depository Participants) owning
      Book-Entry Certificates evidencing the requisite percentage of principal amount
      of such Class of Certificates.

     

    Section
      6.07  Notices
      to Depository.

     

    Whenever
      any notice or other communication is required to be given to Certificateholders
      of a Class with respect to which Book-Entry Certificates have been issued,
      unless and until Definitive Certificates shall have been issued to the related
      Certificate Owners, the Securities Administrator shall give all such notices
      and
      communications to the Depository.

     

    Section
      6.08  Definitive
      Certificates.

     

    If,
      after
      Book-Entry Certificates have been issued with respect to any Certificates,
      (a)
      the Depositor or the Depository advises the Securities Administrator that the
      Depository is no longer willing or able to discharge properly its
      responsibilities under the Depository Agreement with respect to such
      Certificates and the Securities Administrator or the Depositor is unable to
      locate a qualified successor, (b) the Depositor, at its sole option, advises
      the
      Securities Administrator that it elects to terminate the book-entry system
      with
      respect to such Certificates through the Depository or (c) after the occurrence
      and continuation of either of the events described in clauses (a) or (b) above,
      Certificate Owners of such Book-Entry Certificates having not less than fifty
      one percent (51%) of the Voting Rights evidenced by any Class of Book-Entry
      Certificates advise the Securities Administrator and the Depository in writing
      through the Depository Participants that the continuation of a book-entry system
      with respect to Certificates of such Class through the Depository (or its
      successor) is no longer in the best interests of the Certificate Owners of
      such
      Class, then the Securities Administrator shall notify all Certificate Owners
      of
      such Certificates, through the Depository, of the occurrence of any such event
      and of the availability of Definitive Certificates to applicable Certificate
      Owners requesting the same. The Depositor shall provide the Securities
      Administrator with an adequate inventory of certificates to facilitate the
      issuance and transfer of Definitive Certificates. Upon surrender to the
      Securities Administrator of any such Certificates by the Depository, accompanied
      by registration instructions from the Depository for registration, the
      Securities Administrator shall countersign and deliver such Definitive
      Certificates. Neither the Depositor nor the Securities Administrator shall
      be
      liable for any delay in delivery of such instructions and each may conclusively
      rely on, and shall be protected in relying on, such instructions. Upon the
      issuance of such Definitive Certificates, all references herein to obligations
      imposed upon or to be performed by the Depository shall be deemed to be imposed
      upon and performed by the Securities Administrator, to the extent applicable
      with respect to such Definitive Certificates and the Securities Administrator
      shall recognize the Holders of such Definitive Certificates as
      Certificateholders hereunder.

     

    Section
      6.09  Maintenance
      of Office or Agency.

     

    Certificates
      may be surrendered for registration of transfer or exchange at the applicable
      Corporate Trust Office of the Securities Administrator. The Securities
      Administrator will give prompt written notice to the Certificateholders of
      any
      change in such location of any such office or agency.

     

     

     

    ARTICLE
      VII


    THE
      DEPOSITOR AND THE MASTER SERVICER

     

    Section
      7.01  Liabilities
      of the Depositor and the Master Servicer.

     

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

     

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

     

    (a)  Subject
      to subsection (b) below, the Depositor will keep in full force and effect its
      rights and franchises as a corporation under the laws of the jurisdiction of
      its
      incorporation. Subject to the following paragraph, the Master Servicer shall
      keep in full force and effect its existence, rights and franchises as a
      corporation under the laws of the jurisdiction of its formation. The Depositor
      and the Master Servicer each will obtain and preserve its qualification to
      do
      business as a foreign corporation in each jurisdiction in which such
      qualification is or shall be necessary to protect the validity and
      enforceability of this Agreement, the Certificates or any of the Mortgage Loans
      and to perform its respective duties under this Agreement.

     

    (b)  The
      Depositor or the Master Servicer may be merged or consolidated, or any person
      resulting from any merger or consolidation to which the Depositor or the Master
      Servicer shall be a party, or any Person succeeding to the business of the
      Depositor or the Master Servicer shall be the successor of the Depositor or
      the
      Master Servicer hereunder, without the execution or filing of any paper or
      further act on the part of any of the parties hereto, anything herein to the
      contrary notwithstanding.

     

    Section
      7.03  Indemnification
      of the Depositor and Servicing Function Participants.

     

    (a)  The
      Depositor agrees to indemnify the Indemnified Persons for, and to hold them
      harmless against, any loss, liability or expense (including reasonable legal
      fees and disbursements of counsel) incurred on their part that may be sustained
      in connection with, arising out of, or relating to, any claim or legal action
      (including any pending or threatened claim or legal action) relating to this
      Agreement or the Certificates (i) related to the Depositor’s failure to perform
      its duties in compliance with this Agreement (except as any such loss, liability
      or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii)
      incurred by reason of the Depositor’s willful misfeasance, bad faith or gross
      negligence in the performance of duties hereunder or by reason of reckless
      disregard of obligations and duties hereunder. This indemnity shall survive
      the
      resignation of and the termination of this Agreement.

     

    (b)  [Reserved]

     

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

     

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

     

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

     

    (a)  None
      of
      the Depositor, the Securities Administrator, the Master Servicer or any of
      the
      directors, officers, employees or agents of the Depositor, the Securities
      Administrator, the Master Servicer and the Servicer shall be under any liability
      to the Indemnified Persons, the Trust Fund or the Certificateholders for taking
      any action or for refraining from taking any action in good faith pursuant
      to
      this Agreement or the Servicing Agreement, as applicable, or for errors in
      judgment; provided, however, that this provision shall not protect the
      Depositor, the Securities Administrator, the Master Servicer or any such Person
      against any breach of warranties, representations or covenants made herein
      or
      under the Servicing Agreement or against any specific liability imposed on
      any
      such Person pursuant hereto or against any liability which would otherwise
      be
      imposed by reason of such Person’s willful misfeasance, bad faith or gross
      negligence in the performance of duties or by reason of reckless disregard
      of
      obligations and duties hereunder or under the Servicing Agreement.

     

    (b)  The
      Depositor, the Securities Administrator, the Master Servicer, the Servicer
      and
      any director, officer, employee or agent of the Depositor, the Securities
      Administrator and the Master Servicer may rely in good faith on any document
      of
      any kind prima facie properly executed and submitted by any Person respecting
      any matters arising hereunder or under the Servicing Agreement.

     

    (c)  The
      Depositor, the Securities Administrator, the Master Servicer, the Servicer,
      the
      Trustee, the Custodian and any director, officer, employee or agent of the
      Depositor, the Securities Administrator, the Master Servicer, the Servicer,
      the
      Trustee or the Custodian shall be indemnified by the Trust Fund and held
      harmless thereby against any loss, liability or expense (including reasonable
      legal fees and disbursements of counsel) incurred on their part that may be
      sustained in connection with, arising out of, or relating to this Agreement,
      the
      Servicing Agreement, the Custodial Agreement or the Certificates (including
      any
      pending or threatened claim or legal action), other than (i) with respect to
      the
      Servicer, such loss, liability or expense related to the Servicer’s failure to
      perform its duties in compliance with the Servicing Agreement (except as any
      such loss, liability or expense shall be otherwise reimbursable pursuant to
      this
      Agreement) or, with respect to the Custodian, to the Custodian’s failure to
      perform its duties under the Custodial Agreement, (ii) with respect to the
      Servicer, any such loss, liability or expense incurred by reason of the
      Servicer’s willful misfeasance, bad faith or gross negligence in the performance
      of its duties under the Servicing Agreement or (iii) with respect to the
      Custodian, any such loss, liability or expense incurred by reason of the
      Custodian’s willful misfeasance, bad faith or gross negligence in the
      performance of its duties hereunder.

     

    (d)  The
      Depositor, the Securities Administrator, the Servicer or the Master Servicer
      shall not be under any obligation to appear in, prosecute or defend any legal
      action that is not incidental to its duties under this Agreement or the
      Servicing Agreement and that in its opinion may involve it in any expense or
      liability; provided, however, that each of the Depositor, the Securities
      Administrator, the Servicer and the Master Servicer may in its discretion,
      undertake any such action which it may deem necessary or desirable with respect
      to this Agreement and the Servicing Agreement and the rights and duties of
      the
      parties hereto and the interests of the Certificateholders hereunder and under
      the Servicing Agreement. In such event, the legal expenses and costs of such
      action and any liability resulting therefrom (except any loss, liability or
      expense incurred by reason of willful misfeasance, bad faith or gross negligence
      in the performance of duties hereunder or under the Servicing Agreement or
      by
      reason of reckless disregard of obligations and duties hereunder or under the
      Servicing Agreement) shall be expenses, costs and liabilities of the Trust
      Fund,
      and the Depositor, the Securities Administrator, the Servicer and the Master
      Servicer shall be entitled to be reimbursed therefor out of the Distribution
      Account as provided by Section 3.27 or Section 3.32, as applicable. Nothing
      in this Subsection 7.04(d) shall affect the Master Servicer’s obligation to take
      such actions as are necessary to ensure the servicing and administration of
      the
      Mortgage Loans pursuant to this Agreement.

     

    (e)  In
      taking
      or recommending any course of action pursuant to this Agreement, unless
      specifically required to do so pursuant to this Agreement, the Trustee shall
      not
      be required to investigate or make recommendations concerning potential
      liabilities which the Trust might incur as a result of such course of action
      by
      reason of the condition of the Mortgaged Properties.

     

    (f)  The
      Trustee shall not be liable for any acts or omissions of the Master Servicer,
      Servicer, the Depositor or the Custodian.

     

    Section
      7.05  Reserved.

     

    Section
      7.06  Appointment
      of Special Servicer.

     

    The
      Sponsor may, at its option, appoint a special servicer with respect to certain
      of the Mortgage Loans. The Sponsor and the Servicer shall negotiate in good
      faith with any proposed special servicer with respect to the duties and
      obligations of such special servicer with respect to any such Mortgage Loan.
      Any
      Subservicing Agreement shall contain terms and provisions not inconsistent
      with
      this Agreement and the Servicing Agreement and shall obligate the special
      servicer to service such Mortgage Loans in accordance with standard of care
      set
      forth in the Servicing Agreement. The fee payable to the special servicer for
      the performance of such duties and obligations will paid from the Servicing
      Fee
      collected by the Servicer with respect to each such Mortgage Loan and will
      be
      remitted to such special servicer by the Servicer.

     

    Section
      7.07  Limitation
      on Resignation of the Master Servicer.

     

    The
      Master Servicer shall not resign from the obligations and duties hereby imposed
      on it except upon determination that its duties hereunder are no longer
      permissible under applicable law. Any such determination pursuant to the
      preceding sentence permitting the resignation of the Master Servicer shall
      be
      evidenced by an Opinion of Counsel to such effect obtained at the expense of
      the
      Master Servicer and delivered to the Trustee and the Rating Agencies. No
      resignation of the Master Servicer shall become effective until the Trustee
      or a
      successor Master Servicer meeting the criteria specified in Section 7.08
      shall have assumed the Master Servicer’s responsibilities, duties, liabilities
      (other than those liabilities arising prior to the appointment of such
      successor) and obligations under this Agreement.

     

    Section
      7.08  Assignment
      of Master Servicing.

     

    The
      Master Servicer may sell and assign its rights and delegate its duties and
      obligations in its entirety as Master Servicer under this Agreement; provided,
      however, that: (i) the purchaser or transferee accepting such assignment and
      delegation and assuming the obligations of the Master Servicer hereunder (a)
      shall have a net worth of not less than $15,000,000 (unless otherwise approved
      by each Rating Agency pursuant to clause (ii) below); (b) shall be reasonably
      satisfactory to the Trustee (as evidenced in a writing signed by the Trustee);
      and (c) shall execute and deliver to the Trustee an agreement, in form and
      substance reasonably satisfactory to the Trustee, which contains an assumption
      by such Person of the due and punctual performance and observance of each
      covenant and condition to be performed or observed by it as master servicer
      under this Agreement, any custodial agreement from and after the effective
      date
      of such agreement; (ii) each Rating Agency shall be given prior written notice
      of the identity of the proposed successor to the Master Servicer and each Rating
      Agency’s rating of the Certificates in effect immediately prior to such
      assignment, sale and delegation will not be downgraded, qualified or withdrawn
      as a result of such assignment, sale and delegation, as evidenced by a letter
      to
      such effect delivered to the Master Servicer and the Trustee; and (iii) the
      Master Servicer assigning the master servicing shall deliver to the Trustee
      an
      officer’s certificate and an Opinion of Independent counsel, each stating that
      all conditions precedent to such action under this Agreement have been completed
      and such action is permitted by and complies with the terms of this Agreement.
      No such assignment or delegation shall affect any liability of the Master
      Servicer arising out of acts or omissions prior to the effective date
      thereof.

     

    Section
      7.09  Rights
      of the Depositor in Respect of the Master Servicer.

     

    The
      Master Servicer shall afford the Depositor and the Trustee, upon reasonable
      notice, during normal business hours, access to all records maintained by the
      Master Servicer in respect of the Master Servicer’s rights and obligations
      hereunder and access to officers of the Master Servicer responsible for such
      obligations. Upon request, the Master Servicer shall furnish to the Depositor
      and the Trustee its most recent financial statements and such other information
      relating to the Master Servicer’s capacity to perform its obligations under this
      Agreement as it possesses. To the extent the Depositor and the trustee are
      informed that such information is not otherwise available to the public, the
      Depositor and the Trustee shall not disseminate any information obtained
      pursuant to the preceding two sentences without the Master Servicer’s written
      consent, except as required pursuant to this Agreement or to the extent that
      it
      is appropriate to do so (i) to its legal counsel, auditors, taxing authorities
      or other governmental agencies and the Certificateholders, (ii) pursuant to
      any
      law, rule, regulation, order, judgment, writ, injunction or decree of any court
      or governmental authority having jurisdiction over the Depositor and the Trustee
      or the Trust Fund, and in any case, the Depositor or the Trustee, (iii)
      disclosure of any and all information that is or becomes publicly known, or
      information obtained by the Trustee from sources other than the Depositor or
      the
      Master Servicer, (iv) disclosure as required pursuant to this Agreement or
      (v)
      disclosure of any and all information (A) in any preliminary or final offering
      circular, registration statement or contract or other document pertaining to
      the
      transactions contemplated by the Agreement approved in advance by the Depositor
      or the Master Servicer or (B) to any affiliate, independent or internal auditor,
      agent, employee or attorney of the Trustee having a need to know the same,
      provided that the Trustee advises such recipient of the confidential nature
      of
      the information being disclosed, shall use its best efforts to assure the
      confidentiality of any such disseminated non-public information. Nothing in
      this
      Section 7.09 shall limit the obligation of the Master Servicer to comply
      with any applicable law prohibiting disclosure of information regarding the
      Mortgagors and the failure of the Master Servicer to provide access as provided
      in this Section 7.09 as a result of such obligation shall not constitute a
      breach of this Section. Nothing in this Section 7.09 shall require the
      Master Servicer to collect, create, collate or otherwise generate any
      information that it does not generate in its usual course of business. The
      Master Servicer shall not be required to make copies of or ship documents to
      any
      party unless provisions have been made for the reimbursement of the costs
      thereof. The Depositor may, but is not obligated to, enforce the obligations
      of
      the Master Servicer under this Agreement and may, but is not obligated to,
      perform, or cause a designee to perform, any defaulted obligation of the Master
      Servicer under this Agreement or exercise the rights of the Master Servicer
      under this Agreement; provided that the Master Servicer shall not be relieved
      of
      any of its obligations under this Agreement by virtue of such performance by
      the
      Depositor or its designee. The Depositor shall not have any responsibility
      or
      liability for any action or failure to act by the Master Servicer and is not
      obligated to supervise the performance of the Master Servicer under this
      Agreement or otherwise.

     

     

     

    ARTICLE
      VIII


    DEFAULT;
      TERMINATION OF SERVICER AND MASTER SERVICER

     

    Section
      8.01  Events
      of Default.

     

    In
      case
      one or more events of default by the Servicer under the Servicing Agreement
      (each, a “Servicer Default”) shall occur and be continuing, then, and in each
      and every such case, so long as a Servicer Default shall not have been remedied,
      the Master Servicer shall notify the Trustee and the Trustee, by notice in
      writing to the defaulting Servicer, shall with respect to a payment default
      by
      the Servicer pursuant to the Servicing Agreement and, upon the occurrence and
      continuance of any other Servicer Default, may, and, at the written direction
      of
      Certificateholders evidencing not less than 25% of the Voting Rights shall,
      in
      addition to whatever rights the Trustee on behalf of the Certificateholders
      may
      have under this Agreement and the Servicing Agreement and at law or equity
      to
      damages, including injunctive relief and specific performance, terminate all
      the
      rights and obligations of the defaulting Servicer under the Agreement and in
      and
      to the Mortgage Loans and the proceeds thereof without compensating the
      defaulting Servicer for the same with respect to a default by the Servicer.
      On
      or after the receipt by the defaulting Servicer of such written notice, all
      authority and power of the Servicer under the Servicing Agreement whether with
      respect to the Mortgage Loans or otherwise, shall pass to and be vested in
      the
      Trustee. Upon receipt of the above-mentioned termination notice, the defaulting
      Servicer shall prepare, execute and deliver, any and all documents and other
      instruments, place in the Trustee’s (or its Custodian’s) possession all Mortgage
      Files relating to the related Mortgage Loans, and do or accomplish all other
      acts or things necessary or appropriate to effect the purposes of such notice
      of
      termination, whether to complete the transfer and endorsement or assignment
      of
      the related Mortgage Loans and related documents, or otherwise, at the
      Servicer’s sole expense. The defaulting Servicer shall cooperate with the
      Trustee in effecting the termination of the Servicer’s responsibilities and
      rights under the Servicing Agreement including, without limitation, the transfer
      to such successor for administration by it of all cash amounts which shall
      at
      the time be credited by the defaulting Servicer to the Custodial Account or
      thereafter received with respect to the related Mortgage Loans or any related
      REO Property (provided, however, that the defaulting Servicer shall continue
      to
      be entitled to receive all amounts accrued or owing to it under the Servicing
      Agreement on or prior to the date of such termination, whether in respect of
      Advances, Servicing Advances, accrued and unpaid Servicing Fees or otherwise.
      The Trustee shall not have knowledge of any Servicer Default unless a
      Responsible Officer of the Trustee has actual knowledge or unless written notice
      of the Servicer Default is received by the Trustee at its address for notice
      and
      such notice references the Certificates, the Trust Fund or this
      Agreement.

     

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

     

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

     

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

     

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

     

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

     

    (v)  so
      long
      as the Trust Fund is subject to Exchange Act reporting requirements, failure
      by
      the Master Servicer to duly perform, within the required time period, its
      obligations under Sections 3.13, 3.14, 3.18 or 5.12.

     

    If
      a
      Master Servicer Default shall occur, then, and in each and every such case,
      so
      long as such Master Servicer Default shall not have been remedied, the Depositor
      or the Trustee may, and at the written direction of the Holders of Certificates
      entitled to at least 51% of Voting Rights, the Trustee shall, by notice in
      writing to the Master Servicer (and to the Depositor if given by the Trustee
      or
      to the Trustee if given by the Depositor) with a copy to each Rating Agency,
      terminate all of the rights and obligations of the Master Servicer in its
      capacity as Master Servicer under this Agreement, to the extent permitted by
      law, and in and to the Mortgage Loans and the proceeds thereof. On or after
      the
      receipt by the Master Servicer of such written notice, all authority and power
      of the Master Servicer under this Agreement, whether with respect to the
      Certificates (other than as a Holder of any Certificate) or the Mortgage Loans
      or otherwise including, without limitation, the compensation payable to the
      Master Servicer under this Agreement, shall pass to and be vested in the Trustee
      pursuant to and under this Section, and, without limitation, the Trustee is
      hereby authorized and empowered, as attorney-in-fact or otherwise, to execute
      and deliver, on behalf of and at the expense of the Master Servicer, any and
      all
      documents and other instruments and to do or accomplish all other acts or things
      necessary or appropriate to effect the purposes of such notice of termination,
      whether to complete the transfer and endorsement or assignment of the Mortgage
      Loans and related documents, or otherwise. The Master Servicer agrees promptly
      (and in any event no later than ten Business Days subsequent to such notice)
      to
      provide the Trustee with all documents and records requested by it to enable
      it
      to assume the Master Servicer’s functions under this Agreement, and to cooperate
      with the Trustee in effecting the termination of the Master Servicer’s
      responsibilities and rights under this Agreement (provided, however, that the
      Master Servicer shall continue to be entitled to receive all amounts accrued
      or
      owing to it under this Agreement on or prior to the date of such termination
      and
      shall continue to be entitled to the benefits of Section 7.03,
      notwithstanding any such termination, with respect to events occurring prior
      to
      such termination). For purposes of this Section 8.01, the Trustee shall not
      be deemed to have knowledge of a Master Servicer Default unless a Responsible
      Officer of the Trustee assigned to and working in the Trustee’s Corporate Trust
      Office has actual knowledge thereof or unless written notice of any event which
      is in fact such a Master Servicer Default is received by the Trustee and such
      notice references the Certificates, the Trust Fund or this Agreement. The
      Trustee shall promptly notify the Rating Agencies of the occurrence of a Master
      Servicer Default of which it has knowledge as provided above.

     

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

     

    Neither
      the Trustee nor any other successor master servicer shall be deemed to be in
      default hereunder by reason of any failure to make, or any delay in making,
      any
      distribution hereunder or any portion thereof or any failure to perform, or
      any
      delay in performing, any duties or responsibilities hereunder, in either case
      caused by the failure of the Master Servicer to deliver or provide, or any
      delay
      in delivering or providing, any cash, information, documents or records to
      it.

     

    Notwithstanding
      the above, the Trustee may, if it shall be unwilling to continue to so act,
      or
      shall, if it is unable to so act, petition a court of competent jurisdiction
      to
      appoint, or appoint on its own behalf, any established housing and home finance
      institution servicer, master servicer, servicing or mortgage servicing
      institution having a net worth of not less than $15,000,000 and meeting such
      other standards for a successor master servicer as are set forth in this
      Agreement, as the successor to such Master Servicer in the assumption of all
      of
      the responsibilities, duties or liabilities of a master servicer, like the
      Master Servicer.

     

    Section
      8.02  Master
      Servicer to Act; Appointment of Successor.

     

    On
      and
      after the time the Servicer receives a notice of termination pursuant to
      Section 8.01, the Trustee shall become the successor to the Servicer with
      respect to the transactions set forth or provided for herein and after a
      transition period (not to exceed 90 days), shall be subject to all the
      responsibilities, duties and liabilities relating thereto placed on the Servicer
      by the terms and provisions of the Servicing Agreement, including, the
      obligation to make Advances, except as otherwise provided herein; provided,
      however, that the Trustee’s obligation to make Advances in its capacity as
      Successor Servicer shall not be subject to such 90 day transition period and
      the
      Trustee will make any Advance required to be made by the terminated Servicer
      on
      the Distribution Date on which the terminated Servicer was required to make
      such
      Advance. Effective on the date of such notice of termination, as compensation
      therefor, the Trustee shall be entitled to all fees, costs and expenses relating
      to the Mortgage Loans that the terminated Servicer would have been entitled
      to
      if it had continued to act as Servicer under the Servicing Agreement, provided,
      however, that the Trustee shall not be (i) liable for any acts or omissions
      of
      the terminated Servicer, (ii) obligated to make Advances if it is prohibited
      from doing so under applicable law or determines that such Advance, if made,
      would constitute a Nonrecoverable Advance, (iii) responsible for expenses of
      the
      terminated Servicer or (iv) obligated to deposit losses on any Permitted
      Investment directed by the terminated Servicer. 

     

    Notwithstanding
      the foregoing, the Trustee may, if it shall be unwilling to so act, or shall,
      if
      it is prohibited by applicable law from making Advances pursuant to this
      Agreement or if it is otherwise unable to so act, appoint, or petition a court
      of competent jurisdiction to appoint, any established mortgage loan servicing
      institution the appointment of which does not adversely affect the then current
      rating of the Certificates by each Rating Agency as the successor to the
      Servicer under the Servicing Agreement in the assumption of all or any part
      of
      the responsibilities, duties or liabilities of the Servicer under the Servicing
      Agreement. Any Successor Servicer shall (i) be an institution that is a Fannie
      Mae and Freddie Mac approved seller/servicer in good standing, that has a net
      worth of at least $15,000,000 and (ii) be willing to act as Successor Servicer
      of the Mortgage Loans under the Servicing Agreement, and shall have executed
      and
      delivered to the Depositor and the Trustee an agreement accepting such
      delegation and assignment, that contains an assumption by such Person of the
      rights, powers, duties, responsibilities, obligations and liabilities of the
      terminated Servicer (other than any liabilities of the terminated Servicer
      hereof incurred prior to termination of the Servicer under the Servicing
      Agreement), with like effect as if originally named as a party to the Servicing
      Agreement, provided that each Rating Agency shall have acknowledged in writing
      that its rating of the Certificates in effect immediately prior to such
      assignment and delegation will not be qualified or reduced as a result of such
      assignment and delegation. If the Trustee assumes the duties and
      responsibilities of the terminated Servicer in accordance with this
      Section 8.02, the Trustee shall not resign as Servicer until a Successor
      Servicer has been appointed and has accepted such appointment. Pending
      appointment of a successor to the terminated Servicer hereunder, the Trustee,
      unless the Trustee is prohibited by law from so acting, shall act in such
      capacity as hereinabove provided. In connection with such appointment and
      assumption, the Trustee may make such arrangements for the compensation of
      such
      successor out of payments on the Mortgage Loans or otherwise as it and such
      successor shall agree; provided that no such compensation shall be in excess
      of
      that permitted the terminated Servicer under the Servicing Agreement. The
      Trustee and such successor shall take such action, consistent with this
      Agreement and the Servicing Agreement, as shall be necessary to effectuate
      any
      such succession. Neither the Trustee nor any other Successor Servicer shall
      be
      deemed to be in default hereunder by reason of any failure to make, or any
      delay
      in making, any distribution hereunder or any portion thereof or any failure
      to
      perform, or any delay in performing, any duties or responsibilities hereunder,
      in either case caused by the failure of the Servicer to deliver or provide,
      or
      any delay in delivering or providing, any cash, information, documents or
      records to it.

     

    The
      costs
      and expenses of the Trustee in connection with the termination of the Servicer,
      appointment of a Successor Servicer and, if applicable, any transfer of
      servicing, including, without limitation, all costs and expenses associated
      with
      the complete transfer of all servicing data and the completion, correction
      or
      manipulation of such servicing data as may be required by the Trustee to correct
      any errors or insufficiencies in the servicing data or otherwise to enable
      the
      Trustee or the Successor Servicer to service the related Mortgage Loans properly
      and effectively, to the extent not paid by the terminated Servicer as may be
      required herein shall be payable to the Trustee from the Distribution Account
      pursuant to Section 3.31. Any successor to the terminated Servicer as
      Successor Servicer under the Servicing Agreement shall give notice to the
      applicable Mortgagors of such change of the Servicer and shall, during the
      term
      of its service as Successor Servicer maintain in force the policy or policies
      that the terminated Servicer is required to maintain pursuant to the Servicing
      Agreement.

     

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

    


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

     

    Section
      8.03  Notification
      to Certificateholders.

     

    (a)  Upon
      any
      termination of or appointment of a successor to the Servicer or the Master
      Servicer, the Trustee shall give prompt written notice thereof to
      Certificateholders and to each Rating Agency.

     

    (b)  Within
      sixty (60) days after the occurrence of any Servicer Default or Master Servicer
      Default, the Trustee shall transmit by mail to all Certificateholders notice
      of
      each such Servicer Default or Master Servicer Default hereunder known to the
      Trustee, unless such default shall have been cured or waived.

     

    Section
      8.04  Waiver
      of Servicer Defaults and Master Servicer Defaults.

     

    The
      Trustee may waive only by written notice from Certificateholders evidencing
      66-2/3% of the Voting Rights (unless such default materially and adversely
      affects all Certificateholders, in which case the written direction shall be
      from all of the Certificateholders) any default by the Servicer or Master
      Servicer in the performance of its obligations hereunder and its consequences.
      Upon any such waiver of a past default, such default shall cease to exist,
      and
      any Servicer Default or Master Servicer Default arising therefrom shall be
      deemed to have been remedied for every purpose of this Agreement. No such waiver
      shall extend to any subsequent or other default or impair any right consequent
      thereon except to the extent expressly so waived in writing.

     

     

     

    ARTICLE
      IX


    CONCERNING
      THE TRUSTEE AND SECURITIES ADMINISTRATOR

     

    Section
      9.01  Duties
      of Trustee and Securities Administrator.

     

    (a)  The
      Trustee, prior to the occurrence of a Servicer Default or Master Servicer
      Default, and after the curing or waiver of all Servicer Defaults or Master
      Servicer Defaults, which may have occurred, and the Securities Administrator
      each undertake to perform such duties and only such duties as are specifically
      set forth in this Agreement as duties of the Trustee and the Securities
      Administrator, respectively. If a Servicer Default or Master Servicer Default
      has occurred and has not been cured or waived, the Trustee shall exercise such
      of the rights and powers vested in it by this Agreement, and use the same degree
      of care and skill in their exercise, as a prudent person would exercise or
      use
      under the circumstances in the conduct of such Person’s own affairs. Any
      permissive right of the Trustee enumerated in this Agreement shall not be
      construed as a duty.

     

    (b)  Each
      of
      the Trustee and the Securities Administrator, upon receipt of all resolutions,
      certificates, statements, opinions, reports, documents, orders or other
      instruments furnished to it, which are specifically required to be furnished
      pursuant to any provision of this Agreement, shall examine them to determine
      whether they conform to the requirements of this Agreement. If any such
      instrument is found not to conform to the requirements of this Agreement in
      a
      material manner, the Trustee or the Securities Administrator, as the case may
      be, shall take such action as it deems appropriate to have the instrument
      corrected, and if the instrument is not corrected to its satisfaction, the
      Securities Administrator will provide notice to the Trustee thereof and the
      Trustee will provide notice to the Certificateholders.

     

    (c)  The
      Trustee shall promptly remit to the Servicer any complaint, claim, demand,
      notice or other document (collectively, the “Notices”) delivered to the Trustee
      as a consequence of the assignment of any Mortgage Loan hereunder and relating
      to the servicing of the Mortgage Loans; provided than any such notice (i) is
      delivered to the Trustee at its Corporate Trust Office, (ii) contains
      information sufficient to permit the Trustee to make a determination that the
      real property to which such document relates is a Mortgaged Property. The
      Trustee shall have no duty hereunder with respect to any Notice it may receive
      or which may be alleged to have been delivered to or served upon it unless
      such
      Notice is delivered to it or served upon it at its Corporate Trust Office and
      such Notice contains the information required pursuant to clause (ii) of the
      preceding sentence.

     

    (d)  
      No
      provision of this Agreement shall be construed to relieve the Trustee or the
      Securities Administrator from liability for its own negligent action, its own
      negligent failure to act or its own misconduct; provided, however,
      that:

     

    (i)  Prior
      to
      the occurrence of a Servicer Default or Master Servicer Default and after the
      curing or waiver of all such Servicer Defaults or Master Servicer Defaults
      which
      may have occurred with respect to the Trustee and at all times with respect
      to
      the Securities Administrator, the duties and obligations of the Trustee and
      the
      Securities Administrator shall be determined solely by the express provisions
      of
      this Agreement, neither the Trustee nor the Securities Administrator shall
      be
      liable except for the performance of its duties and obligations as are
      specifically set forth in this Agreement, no implied covenants or obligations
      shall be read into this Agreement against the Trustee or the Securities
      Administrator and, in the absence of bad faith on the part of the Trustee or
      the
      Securities Administrator, respectively, the Trustee or the Securities
      Administrator, respectively, may conclusively rely and shall be fully protected
      in acting or refraining from acting, as to the truth of the statements and
      the
      correctness of the opinions expressed therein, upon any certificates or opinions
      furnished to the Trustee or the Securities Administrator, respectively, that
      conform to the requirements of this Agreement;

     

    (ii)  Neither
      the Trustee nor the Securities Administrator shall be liable in its individual
      capacity for an error of judgment made in good faith by a Responsible Officer
      or
      Responsible Officers of the Trustee or an officer or officers of the Securities
      Administrator, respectively, unless it shall be proved that the Trustee or
      Securities Administrator, respectively, was negligent in ascertaining the
      pertinent facts;

     

    (iii)  Neither
      the Trustee nor the Securities Administrator shall be liable with respect to
      any
      action taken, suffered or omitted to be taken by it in good faith and believed
      by it to be authorized or within the rights or powers conferred upon it by
      this
      Agreement or in accordance with the directions of the Holders of Certificates
      evidencing not less than 25% of the aggregate Voting Rights of the Certificates,
      if such action or non-action relates to the time, method and place of conducting
      any proceeding for any remedy available to the Trustee or the Securities
      Administrator or exercising any trust or other power conferred upon the Trustee
      or the Securities Administrator under this Agreement;

     

    (iv)  The
      Trustee shall not be required to take notice or be deemed to have notice or
      knowledge of any default, Servicer Default or Master Servicer Default unless
      a
      Responsible Officer of the Trustee shall have actual knowledge thereof. In
      the
      absence of such notice, the Trustee may conclusively assume there is no such
      default, Servicer Default or Master Servicer Default;

     

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

     

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

     

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

     

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

     

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

     

    Section
      9.02  Certain
      Matters Affecting the Trustee and Securities Administrator.

     

    (a)  Except
      as
      otherwise provided in Section 9.01:

     

    (i)  The
      Trustee and the Securities Administrator may conclusively rely and shall be
      fully protected in acting or refraining from acting in reliance on any
      resolution or certificate of the Sponsor, the Depositor or the Servicer, any
      certificates of auditors or any other certificate, statement, instrument,
      opinion, report, notice, request, consent, order, appraisal, bond or other
      paper
      or document believed by it to be genuine and to have been signed or presented
      by
      the proper party or parties;

     

    (ii)  The
      Trustee and the Securities Administrator may consult with counsel and any advice
      of such counsel or any Opinion of Counsel shall be full and complete
      authorization and protection with respect to any action taken or suffered or
      omitted by it hereunder in good faith and in accordance with such advice or
      Opinion of Counsel:

     

    (iii)  Neither
      the Trustee nor the Securities Administrator shall be under any obligation
      to
      exercise any of the trusts or powers vested in it by this Agreement, other
      than
      its obligation to give notices pursuant to this Agreement, or to institute,
      conduct or defend any litigation hereunder or in relation hereto at the request,
      order or direction of any of the Certificateholders pursuant to the provisions
      of this Agreement, unless such Certificateholders shall have offered to the
      Trustee or the Securities Administrator, as the case may be, reasonable security
      or indemnity satisfactory to it against the costs, expenses and liabilities
      which may be incurred therein or thereby. Nothing contained herein shall,
      however, relieve the Trustee of the obligation, upon the occurrence of a
      Servicer Default or Master Servicer Default of which a Responsible Officer
      of
      the Trustee has actual knowledge (which has not been cured or waived), to
      exercise such of the rights and powers vested in it by this Agreement, and
      to
      use the same degree of care and skill in their exercise, as a prudent person
      would exercise or use under the circumstances in the conduct of his own
      affairs;

     

    (iv)  Neither
      the Trustee nor the Securities Administrator shall be liable in its individual
      capacity for any action taken, suffered or omitted by it in good faith and
      believed by it to be authorized or within the discretion or rights or powers
      conferred upon it by this Agreement;

     

    (v)  Prior
      to
      the occurrence of a Servicer Default or Master Servicer Default hereunder and
      after the curing or waiver of all Servicer Defaults or Master Servicer Defaults
      which may have occurred with respect to the Trustee and at all times with
      respect to the Securities Administrator, neither the Trustee nor the Securities
      Administrator shall be bound to make any investigation into the facts or matters
      stated in any resolution, certificate, statement, instrument, opinion, report,
      notice, request, consent, order, approval, bond or other paper or document,
      unless requested in writing to do so by Holders of Certificates evidencing
      not
      less than twenty-five percent (25%) of the aggregate Voting Rights of the
      Certificates and provided that the payment within a reasonable time to the
      Trustee or the Securities Administrator of the costs, expenses or liabilities
      likely to be incurred by it in the making of such investigation is, in the
      opinion of the Trustee or the Securities Administrator, as applicable, not
      reasonably assured to the Trustee or the Securities Administrator, as
      applicable, by the security afforded to it by the terms of this Agreement,
      the
      Trustee or the Securities Administrator, as applicable, may require reasonable
      indemnity against such expense or liability as a condition to taking any such
      action. The reasonable expense of every such examination shall be paid by the
      Certificateholders requesting the investigation;

     

    (vi)  The
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or through Affiliates, nominees, custodians, agents
      or
      attorneys. The Trustee shall not be liable or responsible for the misconduct
      or
      negligence of any of the Trustee’s agents or attorneys or paying agent appointed
      hereunder by the Trustee with due care;

     

    (vii)  Should
      the Trustee deem the nature of any action required on its part to be unclear,
      the Trustee may require prior to such action that it be provided by the
      Depositor with reasonable further instructions; the right of the Trustee to
      perform any discretionary act enumerated in this Agreement shall not be
      construed as a duty, and the Trustee shall not be accountable for other than
      its
      gross negligence or willful misconduct in the performance of any such
      act;

     

    (viii)  The
      Trustee shall not be required to give any bond or surety with respect to the
      execution of the trust created hereby or the powers granted
      hereunder;

     

    (ix)  The
      Trustee shall not have any duty to conduct any affirmative investigation as
      to
      the occurrence of any condition requiring the repurchase of any Mortgage Loan
      by
      any Person pursuant to this Agreement, or the eligibility of any Mortgage Loan
      for purposes of this Agreement;

     

    (x)  The
      Trustee shall have no duty hereunder with respect to any complaint, claim,
      demand, notice or other document it may receive or which may be alleged to
      have
      been delivered or served upon it by the parties as a consequence of the
      assignment of any Mortgage Loan hereunder; provided, however that the Trustee
      shall promptly remit to the Servicer upon receipt any such complaint, claim,
      demand, notice or other document (i) which is delivered to the Trustee at is
      Corporate Trust Office, (ii) of which a Responsible Officer has actual knowledge
      and (iii) which contains information sufficient to permit the Trustee to make
      a
      determination that the real property to which such document relates is a
      Mortgaged Property; 

     

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

     

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

     

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

     

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

     

    The
      recitals contained herein and in the Certificates (other than the signature
      of
      the Securities Administrator, the authentication of the Securities Administrator
      on the Certificates, the acknowledgements of the Trustee contained in Article
      II
      and the representations and warranties of the Trustee in Section 9.12)
      shall be taken as the statements of the Depositor, and neither the Trustee
      nor
      the Securities Administrator assumes any responsibility for their correctness.
      Neither the Trustee nor the Securities Administrator makes any representations
      or warranties as to the validity or sufficiency (other than as specifically
      set
      forth in Section 9.12) of the Cap Contract, the Certificates (other than
      the signature of the Securities Administrator and authentication of the
      Securities Administrator on the Certificates) or of any Mortgage Loan except
      as
      expressly provided in Section 2.02. The Securities Administrator’s signature and
      authentication (or authentication of its agent) on the Certificates shall be
      solely in its capacity as Securities Administrator and shall not constitute
      the
      Certificates an obligation of the Securities Administrator in any other
      capacity. The Trustee and the Securities Administrator shall not be accountable
      for the use or application by the Depositor of any of the Certificates or of
      the
      proceeds of such Certificates, or for the use or application of any funds paid
      to the Depositor with respect to the Mortgage Loans.

     

    Section
      9.04  Trustee
      and Securities Administrator May Own Certificates.

     

    Each
      of
      the Trustee and the Securities Administrator in its individual capacity or
      in
      any other capacity other than as Trustee or Securities Administrator hereunder
      may become the owner or pledgee of any Certificates and may transact business
      with other interested parties and their Affiliates with the same rights it
      would
      have if it were not the Trustee or the Securities Administrator.

     

    Section
      9.05  Fees
      and Expenses of Trustee and Securities Administrator.

     

    The
      fees
      of the Trustee and the Securities Administrator hereunder shall be paid in
      accordance with a side letter agreement with the Master Servicer and at the
      sole
      expense of the Master Servicer. In addition, the Trustee, the Securities
      Administrator, the Custodian and any director, officer, employee or agent of
      the
      Trustee, the Securities Administrator and the Custodian shall be indemnified
      by
      the Trust Fund and held harmless against any loss, liability or expense
      (including reasonable attorney’s fees and expenses) incurred by the Trustee, the
      Custodian or the Securities Administrator including any pending or threatened
      claim or legal action arising out of or in connection with the acceptance or
      administration of its respective obligations and duties under this Agreement,
      including the Cap Contract and any and all other agreements related hereto,
      other than any loss, liability or expense (i) for which the Trustee is
      indemnified by the Master Servicer or the Servicer, (ii) that constitutes a
      specific liability of the Trustee or the Securities Administrator pursuant
      to
      this Agreement or (iii) any loss, liability or expense incurred by reason of
      willful misfeasance, bad faith or negligence in the performance of duties
      hereunder by the Trustee or the Securities Administrator or by reason of
      reckless disregard of obligations and duties hereunder. In no event shall the
      Trustee or the Securities Administrator be liable for special, indirect or
      consequential loss or damage of any kind whatsoever (including but not limited
      to lost profits), even if it has been advised of the likelihood of such loss
      or
      damage and regardless of the form of action. The Master Servicer agrees to
      indemnify the Trustee, from, and hold the Trustee harmless against, any loss,
      liability or expense (including reasonable attorney’s fees and expenses)
      incurred by the Trustee by reason of the Master Servicer’s willful misfeasance,
      bad faith or gross negligence in the performance of its duties under this
      Agreement or by reason of the Master Servicer’s reckless disregard of its
      obligations and duties under this Agreement. The indemnities in this
      Section 9.05 shall survive the termination or discharge of this Agreement
      and the resignation or removal of the Master Servicer, the Trustee, the
      Securities Administrator or the Custodian. Any payment hereunder made by the
      Master Servicer to the Trustee shall be from the Master Servicer’s own funds,
      without reimbursement from any REMIC therefor.

     

    Section
      9.06  Eligibility
      Requirements for Trustee and Securities Administrator.

     

    The
      Trustee and the Securities Administrator shall at all times be a corporation
      or
      an association (other than the Depositor, the Sponsor or any Affiliate of the
      foregoing) organized and doing business under the laws of any state or the
      United States of America, authorized under such laws to exercise corporate
      trust
      powers, having a combined capital and surplus of at least $50,000,000 (or a
      member of a bank holding company whose capital and surplus is at least
      $50,000,000) and subject to supervision or examination by federal or state
      authority. If such corporation or association publishes reports of conditions
      at
      least annually, pursuant to law or to the requirements of the aforesaid
      supervising or examining authority, then for the purposes of this
      Section the combined capital and surplus of such corporation or association
      shall be deemed to be its combined capital and surplus as set forth in its
      most
      recent report of conditions so published. In case at any time the Trustee or
      the
      Securities Administrator, as applicable, shall cease to be eligible in
      accordance with the provisions of this Section, the Trustee or the Securities
      Administrator, as applicable, shall resign immediately in the manner and with
      the effect specified in Section 9.07.

     

    Additionally,
      the Securities Administrator (i) may not be an originator, Master Servicer,
      Servicer, Depositor or an affiliate of the Depositor unless the Securities
      Administrator is in an institutional trust department, (ii) must be authorized
      to exercise corporate trust powers under the laws of its jurisdiction of
      organization, and (iii) must be rated at least "A/F1" by Fitch, if Fitch is
      a
      Rating Agency, or rated at least "A-1" by S&P (or such rating acceptable to
      Fitch pursuant to a rating confirmation). Wells Fargo Bank, N.A. shall act
      as
      Securities Administrator for so long as it is Master Servicer under this
      Agreement.

     

    Section
      9.07  Resignation
      and Removal of Trustee and Securities Administrator.

     

    The
      Trustee and the Securities Administrator may at any time resign (including,
      without limitation, and in the case of the Securities Administrator, upon the
      resignation or removal of the Master Servicer) and be discharged from the trust
      hereby created by giving written notice thereof to the Depositor, to the Master
      Servicer, to the Securities Administrator (or the Trustee, if the Securities
      Administrator resigns) and to the Certificateholders. Upon receiving such notice
      of resignation, the Depositor shall promptly appoint a successor trustee or
      successor securities administrator by written instrument, in duplicate, which
      instrument shall be delivered to the resigning Trustee or Securities
      Administrator, as applicable, and to the successor trustee or successor
      securities administrator, as applicable. A copy of such instrument shall be
      delivered to the Certificateholders, the Trustee, the Securities Administrator
      and the Master Servicer by the Depositor. If no successor trustee or successor
      securities administrator shall have been so appointed and have accepted
      appointment within thirty (30) days after the giving of such notice of
      resignation, the resigning Trustee or Securities Administrator, as the case
      may
      be, may, at the expense of the Trust Fund, petition any court of competent
      jurisdiction for the appointment of a successor trustee or successor securities
      administrator, as applicable.

     

    If
      at any
      time the Trustee or the Securities Administrator shall cease to be eligible
      in
      accordance with the provisions of Section 9.06 and shall fail to resign
      after written request therefor by the Depositor, or if at any time the Trustee
      or the Securities Administrator shall become incapable of acting, or shall
      be
      adjudged bankrupt or insolvent, or a receiver of the Trustee or the Securities
      Administrator or of its property shall be appointed, or any public officer
      shall
      take charge or control of the Trustee or the Securities Administrator or of
      its
      property or affairs for the purpose of rehabilitation, conservation or
      liquidation, then the Depositor may remove the Trustee or the Securities
      Administrator, as applicable and appoint a successor trustee or successor
      securities administrator, as applicable, by written instrument, in duplicate,
      which instrument shall be delivered to the Trustee or the Securities
      Administrator so removed and to the successor trustee or successor securities
      administrator. A copy of such instrument shall be delivered to the
      Certificateholders, the Trustee, the Securities Administrator and the Master
      Servicer by the Depositor.

     

    The
      Holders of Certificates entitled to at least fifty-one percent (51%) of the
      Voting Rights may at any time remove the Trustee or the Securities Administrator
      and appoint a successor trustee or successor securities administrator by written
      instrument or instruments, in triplicate, signed by such Holders or their
      attorneys-in-fact duly authorized, one complete set of which instruments shall
      be delivered to the Depositor, one complete set to the Trustee or the Securities
      Administrator so removed and one complete set to the successor so appointed.
      A
      copy of such instrument shall be delivered to the Certificateholders, the
      Trustee (in the case of the removal of the Securities Administrator), the
      Securities Administrator (in the case of the removal of the Trustee) and the
      Master Servicer by the Depositor.

     

    Any
      resignation or removal of the Trustee or the Securities Administrator and
      appointment of a successor trustee or successor securities administrator
      pursuant to any of the provisions of this Section shall not become
      effective until acceptance of appointment by the successor trustee or successor
      securities administrator, as applicable, as provided in
      Section 9.08.

     

    Notwithstanding
      anything to the contrary contained herein, the Master Servicer and the
      Securities Administrator shall at all times be the same Person.

     

    Section
      9.08  Successor
      Trustee or Securities Administrator. 

     

    Any
      successor trustee or successor securities administrator appointed as provided
      in
      Section 9.07 hereof shall execute, acknowledge and deliver to the Depositor
      and to its predecessor trustee or predecessor securities administrator
      instrument accepting such appointment hereunder and thereupon the resignation
      or
      removal of the predecessor trustee or predecessor securities administrator
      shall
      become effective and such successor trustee or successor securities
      administrator, without any further act, deed or conveyance, shall become fully
      vested with all the rights, powers, duties and obligations of its predecessor
      hereunder, with the like effect as if originally named as trustee or securities
      administrator herein. The predecessor trustee or predecessor securities
      administrator shall deliver to the successor trustee or successor securities
      administrator all Mortgage Loan Documents and related documents and statements
      to the extent held by it hereunder, as well as all monies, held by it hereunder,
      and the Depositor and the predecessor trustee or predecessor securities
      administrator shall execute and deliver such instruments and do such other
      things as may reasonably be required for more fully and certainly vesting and
      confirming in the successor trustee or successor securities administrator all
      such rights, powers, duties and obligations.

     

    No
      successor trustee or successor securities administrator shall accept appointment
      as provided in this Section 9.08 unless at the time of such acceptance such
      successor trustee or successor securities administrator shall be eligible under
      the provisions of Section 9.07 hereof and its appointment shall not
      adversely affect the then current rating of the Certificates.

     

    Upon
      acceptance of appointment by a successor trustee or successor securities
      administrator as provided in this Section 9.08, the successor trustee or
      successor securities administrator shall mail notice of the succession of such
      trustee or securities administrator hereunder to all Holders of Certificates.
      If
      the successor trustee or successor securities administrator fails to mail such
      notice within ten days after acceptance of appointment, the Depositor shall
      cause such notice to be mailed at the expense of the Trust Fund.

     

    Section
      9.09  Merger
      or Consolidation of Trustee or Securities Administrator.

     

    Any
      corporation, state bank or national banking association into which the Trustee
      or Securities Administrator may be merged or converted or with which it may
      be
      consolidated or any corporation, state bank or national banking association
      resulting from any merger, conversion or consolidation to which the Trustee
      or
      the Securities Administrator shall be a party, or any corporation, state bank
      or
      national banking association succeeding to substantially all of the corporate
      trust business of the Trustee or Securities Administrator or shall be the
      successor of the Trustee or Securities Administrator hereunder, provided that
      such corporation shall be eligible under the provisions of Section 9.06
      without the execution or filing of any paper or further act on the part of
      any
      of the parties hereto, anything herein to the contrary
      notwithstanding.

     

    Section
      9.10  Appointment
      of Co-Trustee or Separate Trustee.

     

    Notwithstanding
      any other provisions hereof, at any time, for the purpose of meeting any legal
      requirements of any jurisdiction in which any part of the REMIC I or property
      securing the same may at the time be located, the Trustee shall have the power
      and shall execute and deliver all instruments to appoint one or more Persons
      approved by the Trustee to act as co-trustee or co-trustees, jointly with the
      Trustee, or separate trustee or separate trustees, of all or any part of REMIC
      I, and to vest in such Person or Persons, in such capacity, and for the benefit
      of the Holders of the Certificates, such title to REMIC I, or any part thereof,
      and, subject to the other provisions of this Section 9.10, such powers,
      duties, obligations, rights and trusts as the Trustee may consider necessary
      or
      desirable. No co-trustee or separate trustee hereunder shall be required to
      meet
      the terms of eligibility as a successor trustee under Section 9.06
      hereunder and no notice to Holders of Certificates of the appointment of
      co-trustee(s) or separate trustee(s) shall be required under Section 9.08
      hereof.

     

    In
      the
      case of any appointment of a co-trustee or separate trustee pursuant to this
      Section 9.10 all rights, powers, duties and obligations conferred or
      imposed upon the Trustee shall be conferred or imposed upon and exercised or
      performed by the Trustee and such separate trustee or co-trustee jointly, except
      to the extent that under any law of any jurisdiction in which any particular
      act
      or acts are to be performed by the Trustee (whether as Trustee hereunder or
      as
      successor to a defaulting Master Servicer hereunder), the Trustee shall be
      incompetent or unqualified to perform such act or acts, in which event such
      rights, powers, duties and obligations (including the holding of title to REMIC
      I or any portion thereof in any such jurisdiction) shall be exercised and
      performed by such separate trustee or co-trustee at the direction of the
      Trustee.

     

    Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the then separate trustees and co-trustees, as effectively
      as if given to each of them. Every instrument appointing any separate trustee
      or
      co-trustee shall refer to this Agreement and the conditions of this Article
      IX.
      Each separate trustee and co-trustee, upon its acceptance of the trust
      conferred, shall be vested with the estates or property specified in its
      instrument of appointment, either jointly with the Trustee, or separately,
      as
      may be provided therein, subject to all the provisions of this Agreement,
      specifically including every provision of this Agreement relating to the conduct
      of, affecting the liability of, or affording protection to, the Trustee. Every
      such instrument shall be filed with the Trustee.

     

    Any
      separate trustee or co-trustee may, at any time, constitute the Trustee, its
      agent or attorney-in-fact, with full power and authority, to the extent not
      prohibited by law, to do any lawful act under or in respect of this Agreement
      on
      its behalf and in its name. If any separate trustee or co-trustee shall die,
      become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Trustee, to the extent permitted by law, without the appointment of a new or
      successor trustee or co-trustee.

     

    Section
      9.11  Appointment
      of Office or Agency.

     

    The
      Certificates may be surrendered for registration of transfer or exchange at
      the
      Securities Administrator’s office initially located at Sixth Street and
      Marquette Avenue, Minneapolis, Minnesota 55479, and presented for final
      distribution at the Corporate Trust Office of the Securities Administrator
      where
      notices and demands to or upon the Securities Administrator in respect of the
      Certificates and this Agreement may be served.

     

    Section
      9.12  Representations
      and Warranties.

     

    The
      Trustee hereby represents and warrants to the Master Servicer, the Securities
      Administrator, the Servicer and the Depositor as applicable, as of the Closing
      Date, that:

     

    (i)  It
      is a
      national banking association duly organized, validly existing and in good
      standing under the laws of the United States of America.

     

    (ii)  The
      execution and delivery of this Agreement by it, and the performance and
      compliance with the terms of this Agreement by it, will not violate its articles
      of association or bylaws or constitute a default (or an event which, with notice
      or lapse of time, or both, would constitute a default) under, or result in
      the
      breach of, any material agreement or other instrument to which it is a party
      or
      which is applicable to it or any of its assets.

     

    (iii)  It
      has
      the full power and authority to enter into and consummate all transactions
      contemplated by this Agreement, has duly authorized the execution, delivery
      and
      performance of this Agreement, and has duly executed and delivered this
      Agreement.

     

    (iv)  This
      Agreement, assuming due authorization, execution and delivery by the other
      parties hereto, constitutes a valid, legal and binding obligation of it,
      enforceable against it in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, receivership, reorganization, moratorium
      and
      other laws affecting the enforcement of creditors’ rights generally, and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law.

     

    (v)  It
      is not
      in violation of, and its execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not constitute
      a violation of, any law, any order or decree of any court or arbiter, or any
      order, regulation or demand of any federal, state or local governmental or
      regulatory authority, which violation, in its good faith and reasonable
      judgment, is likely to affect materially and adversely either the ability of
      it
      to perform its obligations under this Agreement or its financial
      condition.

     

    No
      litigation is pending or, to the best of its knowledge, threatened against
      it,
      which would prohibit it from entering into this Agreement or, in its good faith
      reasonable judgment, is likely to materially and adversely affect either the
      ability of it to perform its obligations under this Agreement or its financial
      condition.

     

    Section
      9.13  Tax
      Matters.

     

    It
      is
      intended that the Trust Fund shall constitute, and that the affairs of the
      Trust
      Fund shall be conducted so that each REMIC formed hereunder qualifies as, a
      “real estate mortgage investment conduit” as defined in and in accordance with
      the REMIC Provisions. In furtherance of such intention, the Securities
      Administrator covenants and agrees that it shall act as agent (and the
      Securities Administrator is hereby appointed to act as agent) on behalf of
      the
      Trust Fund. The Securities Administrator, as agent on behalf of the Trust Fund,
      shall do or refrain from doing, as applicable, the following: (a) the Securities
      Administrator shall prepare and file, or cause to be prepared and filed, in
      a
      timely manner, U.S. Real Estate Mortgage Investment Conduit Income Tax Returns
      (Form 1066 or any successor form adopted by the Internal Revenue Service) and
      prepare and file or cause to be prepared and filed with the Internal Revenue
      Service and applicable state or local tax authorities income tax or information
      returns for each taxable year with respect to each such REMIC containing such
      information and at the times and in the manner as may be required by the Code
      or
      state or local tax laws, regulations, or rules, and furnish or cause to be
      furnished to Certificateholders the schedules, statements or information at
      such
      times and in such manner as may be required thereby; (b) the Securities
      Administrator shall apply for an employer identification number with the
      Internal Revenue Service via a Form SS-4 or other comparable method for each
      REMIC that is or becomes a taxable entity, and within thirty days of the Closing
      Date, furnish or cause to be furnished to the Internal Revenue Service, on
      Forms
      8811 or as otherwise may be required by the Code, the name, title, address,
      and
      telephone number of the person that the holders of the Certificates may contact
      for tax information relating thereto, together with such additional information
      as may be required by such Form, and update such information at the time or
      times in the manner required by the Code for the Trust Fund; (c) the Securities
      Administrator shall make or cause to be made elections, on behalf of each REMIC
      formed hereunder to be treated as a REMIC on the federal tax return of such
      REMIC for its first taxable year (and, if necessary, under applicable state
      law); (d) the Securities Administrator shall prepare and forward, or cause
      to be
      prepared and forwarded, to the Certificateholders and to the Internal Revenue
      Service and, if necessary, state tax authorities, all information returns and
      reports as and when required to be provided to them in accordance with the
      REMIC
      Provisions, including without limitation, the calculation of any original issue
      discount using the Prepayment Assumption; (e) the Securities Administrator
      shall
      provide information necessary for the computation of tax imposed on the transfer
      of a Residual Certificate to a Person that is not a Permitted Transferee, or
      an
      agent (including a broker, nominee or other middleman) of a Person that is
      not a
      Permitted Transferee, or a pass-through entity in which a Person that is not
      a
      Permitted Transferee is the record holder of an interest (the reasonable cost
      of
      computing and furnishing such information may be charged to the Person liable
      for such tax); (f) the Securities Administrator shall, to the extent under
      its
      control, conduct the affairs of the Trust Fund at all times that any
      Certificates are outstanding so as to maintain the status of each REMIC formed
      hereunder as a REMIC under the REMIC Provisions; (g) the Securities
      Administrator shall not knowingly or intentionally take any action or omit
      to
      take any action that would cause the termination of the REMIC status of any
      REMIC formed hereunder; (h) the Securities Administrator shall pay, from the
      sources specified in the last paragraph of this Section 9.12, the amount of
      any federal, state and local taxes, including prohibited transaction taxes
      as
      described below, imposed on any REMIC formed hereunder prior to the termination
      of the Trust Fund when and as the same shall be due and payable (but such
      obligation shall not prevent the Securities Administrator or any other
      appropriate Person from contesting any such tax in appropriate proceedings
      and
      shall not prevent the Securities Administrator from withholding payment of
      such
      tax, if permitted by law, pending the outcome of such proceedings); (i) the
      Trustee shall sign or cause to be signed federal, state or local income tax
      or
      information returns or any other document prepared by the Securities
      Administrator pursuant to this Section 9.13 requiring a signature thereon
      by the Trustee; (j) the Securities Administrator shall maintain records relating
      to each REMIC formed hereunder including but not limited to the income,
      expenses, assets and liabilities of each such REMIC and adjusted basis of the
      Trust Fund property determined at such intervals as may be required by the
      Code,
      as may be necessary to prepare the foregoing returns, schedules, statements
      or
      information; (k) the Securities Administrator shall, for federal income tax
      purposes, maintain books and records with respect to the REMICs on a calendar
      year and on an accrual basis; (l) the Securities Administrator shall not enter
      into any arrangement not otherwise provided for in this Agreement by which
      the
      REMICs will receive a fee or other compensation for services nor permit the
      REMICs to receive any income from assets other than “qualified mortgages” as
      defined in Section 860G(a)(3) of the Code or “permitted investments” as
      defined in Section 860G(a)(5) of the Code; and (m) as and when necessary
      and appropriate, the Securities Administrator shall represent the Trust Fund
      in
      any administrative or judicial proceedings relating to an examination or audit
      by any governmental taxing authority, request an administrative adjustment
      as to
      any taxable year of any REMIC formed hereunder, enter into settlement agreements
      with any governmental taxing agency, extend any statute of limitations relating
      to any tax item of the Trust Fund, and otherwise act on behalf of each REMIC
      formed hereunder in relation to any tax matter involving any such
      REMIC.

     

    In
      order
      to enable the Securities Administrator to perform its duties as set forth
      herein, the Depositor shall provide, or cause to be provided, to the Securities
      Administrator within ten (10) days after the Closing Date all information or
      data that the Securities Administrator requests in writing and determines to
      be
      relevant for tax purposes to the valuations and offering prices of the
      Certificates, including, without limitation, the price, yield, prepayment
      assumption and projected cash flows of the Certificates and the Mortgage Loans.
      Thereafter, the Depositor shall provide to the Securities Administrator promptly
      upon written request therefor, any such additional information or data that
      the
      Securities Administrator may, from time to time, request in order to enable
      the
      Securities Administrator to perform its duties as set forth herein. The
      Depositor hereby indemnifies the Securities Administrator for any losses,
      liabilities, damages, claims or expenses of the Securities Administrator arising
      from any errors or miscalculations of the Securities Administrator that result
      from any failure of the Depositor to provide, or to cause to be provided,
      accurate information or data to the Securities Administrator on a timely
      basis.

     

    In
      the
      event that any tax is imposed on “prohibited transactions” of any REMIC as
      defined in Section 860F(a)(2) of the Code, on the “net income from
      foreclosure property” of the Trust Fund as defined in Section 860G(c) of
      the Code, on any contribution to any REMIC after the startup day pursuant to
      Section 860G(d) of the Code, or any other tax is imposed, including,
      without limitation, any federal, state or local tax or minimum tax imposed
      upon
      any of REMIC, and is not paid as otherwise provided for herein, such tax shall
      be paid by (i) the Securities Administrator, if any such other tax arises out
      of
      or results from a breach by the Securities Administrator of any of its
      obligations under this Section, (ii) any party hereto (other than the Securities
      Administrator) to the extent any such other tax arises out of or results from
      a
      breach by such other party of any of its obligations under this Agreement or
      (iii) in all other cases, or in the event that any liable party hereto fails
      to
      honor its obligations under the preceding clauses (i) or (ii), any such tax
      will
      be paid first with amounts otherwise to be distributed to the Class R
      Certificateholders, and second with amounts otherwise to be distributed to
      all
      other Certificateholders in the following order of priority: first, to the
      Class
      M-4 Certificates, second, to the Class M-3 Certificates, third, to the Class
      M-2
      Certificates, fourth, to the Class M-1 Certificates, and fifth, to the Senior
      Certificates (pro rata based on the amounts to be distributed). Notwithstanding
      anything to the contrary contained herein, to the extent that such tax is
      payable by the Holder of any Certificates, the Securities Administrator is
      hereby authorized to retain on any Distribution Date, from the Holders of the
      Class R Certificates (and, if necessary, second, from the Holders of the other
      Certificates in the priority specified in the preceding sentence), funds
      otherwise distributable to such Holders in an amount sufficient to pay such
      tax.
      The Securities Administrator shall include in its monthly report to
      Certificateholders distributions to such parties taking into account the
      priorities described in the second preceding sentence. The Securities
      Administrator agrees to promptly notify in writing the party liable for any
      such
      tax of the amount thereof and the due date for the payment thereof.
      Notwithstanding the foregoing, however, in no event shall the Securities
      Administrator have any liability (1) for any action or omission that is taken
      in
      accordance with and in compliance with the express terms of, or which is
      expressly permitted by the terms of this Agreement, (2) for any losses other
      than arising out of a grossly negligent performance by the Securities
      Administrator of its duties and obligations set forth herein, and (3) for any
      special or consequential damages to Certificateholders (in addition to payment
      of principal and interest on the Certificates).

     

     

     

    ARTICLE
      X


    TERMINATION

     

    Section
      10.01  Termination
      Upon Liquidation or Repurchase of all Mortgage Loans.

     

    Subject
      to Section 10.03, the obligations and responsibilities of the Depositor,
      the Sponsor, the Securities Administrator, the Master Servicer and the Trustee
      created hereby with respect to the Trust Fund shall terminate (other than the
      obligations of the Master Servicer to the Trustee pursuant to Section 9.05
      and of the Securities Administrator to make payments in respect of the REMIC
      I
      Regular Interests or the Classes of Certificates as hereinafter set forth)
      upon
      the earlier of (a) the Master Servicer’s exercise of its optional right to
      purchase the Mortgage Loans and related REO Properties (the “Cleanup Call”) and
      (b) the later of (i) the maturity or other liquidation (or any Advance with
      respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
      the
      disposition of all REO Property and (ii) the distribution to Certificateholders
      of all amounts required to be distributed to them pursuant to this Agreement,
      as
      applicable. In no event shall the trusts created hereby continue beyond the
      earlier of (i) the expiration of twenty-one (21) years from the death of the
      last survivor of the descendants of Joseph P. Kennedy, the late Ambassador
      of
      the United States to the Court of St. James, living on the date hereof and
      (ii)
      the Latest Possible Maturity Date.

     

    The
      Cleanup Call or shall be exercisable at a price (the “Termination Price”) equal
      to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan,
      (ii) accrued interest thereon at the applicable Mortgage Rate to, but not
      including, the first day of the month of such purchase, (iii) the appraised
      value of any related REO Property (up to the Stated Principal Balance of the
      related Mortgage Loan), such appraisal to be conducted by an appraiser mutually
      agreed upon by the Master Servicer and the Trustee, (iv) unreimbursed
      out-of-pocket costs of the Securities Administrator, the Master Servicer, the
      Servicer or the Trustee, including unreimbursed servicing advances and the
      principal portion of any unreimbursed Advances, made on the related Mortgage
      Loans prior to the exercise of such repurchase right and (v) any other amounts
      due and owing to the Trustee, the Securities Administrator, the Master Servicer
      and the Custodian payable pursuant to this Agreement or the Custodial
      Agreement.

     

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

     

    Section
      10.02  Final
      Distribution on the Certificates.

     

    If
      on any
      Determination Date, (i) the Securities Administrator determines based on the
      reports delivered by the Master Servicer under this Agreement that there are
      no
      Outstanding Mortgage Loans, and no other funds or assets in the Trust Fund
      other
      than the funds in the Distribution Account, the Securities Administrator shall
      notify the Trustee and send a final distribution notice promptly to each related
      Certificateholder or (ii) the Securities Administrator determines that a Class
      of Certificates shall be retired after a final distribution on such Class,
      the
      Securities Administrator shall notify the Trustee and the Certificateholders
      within five (5) Business Days after such Determination Date that the final
      distribution in retirement of such Class of Certificates is scheduled to be
      made
      on the immediately following Distribution Date. Any final distribution made
      pursuant to the immediately preceding sentence will be made only upon
      presentation and surrender of the related Certificates at the office of the
      Securities Administrator set forth herein. If the Master Servicer elects to
      terminate the Trust Fund pursuant to Section 10.01, at least ten (10) days
      prior to the date notice is to be mailed to the Certificateholders, the Master
      Servicer shall notify the Securities Administrator and the Trustee of the date
      the Master Servicer intends to terminate the Trust Fund. The Master Servicer
      shall remit the related Termination Price to the Securities Administrator on
      behalf of the Trust Fund on the Business Day prior to the Distribution Date
      for
      such Optional Termination by the Master Servicer.

     

    Notice
      of
      the exercise of the Cleanup Call, specifying the Distribution Date on which
      the
      Certificateholders may surrender their Certificates for payment of the final
      distribution and cancellation, shall be given promptly by the Securities
      Administrator by letter to the Certificateholders mailed no later than the
      fifteenth (15th) day of the month of such final distribution. Any such notice
      shall specify (a) the Distribution Date upon which final distribution on the
      Certificates will be made upon presentation and surrender of the Certificates
      at
      the office therein designated, (b) the amount of such final distribution, (c)
      the location of the office or agency at which such presentation and surrender
      must be made and (d) that the Record Date otherwise applicable to such
      Distribution Date is not applicable, distributions being made only upon
      presentation and surrender of the Certificates at the office therein specified.
      The Securities Administrator will give such notice to each Rating Agency at
      the
      time such notice is given to the Certificateholders.

     

    In
      the
      event such notice is given, the Master Servicer shall deposit in the
      Distribution Account on the Business Day prior to the applicable Distribution
      Date an amount equal to the final distribution in respect of the Certificates.
      Upon certification to the Trustee by the Securities Administrator of the making
      of such final deposit, the Trustee shall promptly release or cause to be
      released to the Master Servicer the Mortgage Files for the remaining Mortgage
      Loans, and the Trustee shall execute all assignments, endorsements and other
      instruments delivered to it and necessary to effectuate such
      transfer.

     

    Upon
      presentation and surrender of the related Certificates, the Securities
      Administrator shall cause to be distributed to Certificateholders of each Class
      the amounts allocable to such Certificates held in the Distribution Account
      in
      the order and priority set forth in Section 5.04 hereof on the final
      Distribution Date and in proportion to their respective Percentage
      Interests.

     

    In
      the
      event that any affected Certificateholders shall not surrender Certificates
      for
      cancellation within six (6) months after the date specified in the above
      mentioned written notice, the Securities Administrator shall give a second
      written notice to the remaining affected Certificateholders to surrender their
      Certificates for cancellation and receive the final distribution with respect
      thereto. If within six (6) months after the second notice all the applicable
      Certificates shall not have been surrendered for cancellation, the Securities
      Administrator may take appropriate steps, or may appoint an agent to take
      appropriate steps, to contact the remaining affected Certificateholders
      concerning surrender of their Certificates, and the cost thereof shall be paid
      out of the funds and other assets that remain a part of the Trust Fund. If
      within two (2) years after the second notice all affected Certificates shall
      not
      have been surrendered for cancellation, the related Residual Certificateholders
      shall be entitled to all unclaimed funds and other assets of the Trust Fund
      that
      remain subject hereto and the Securities Administrator shall release such funds
      upon written direction.

     

    Section
      10.03  Additional
      Termination Requirements.

     

    In
      the
      event of (i) the exercise by the Master Servicer of the Cleanup Call pursuant
      to
      the terms of this Agreement or (ii) the final payment on or other liquidation
      of
      the last Mortgage Loan or REO Property in REMIC I pursuant to
      Section 10.01, the following additional requirements, unless the Trustee
      has been supplied with an Opinion of Counsel, at the expense of the Master
      Servicer (in the case of the exercise of the Cleanup Call) or the Depositor,
      to
      the effect that the failure of the Trust Fund to comply with the requirements
      of
      this Section 10.03 will not (i) result in the imposition of taxes on
“prohibited transactions” of a REMIC, or (ii) cause any REMIC to fail to qualify
      as a REMIC at any time that any Certificates are outstanding:

     

    
      	
              (1)

            	
              The
                Master Servicer (in the case of the exercise of the Cleanup Call)
                or the
                Depositor (in all other cases) shall establish a ninety-day liquidation
                period and notify the Securities Administrator thereof, and the Securities
                Administrator shall in turn specify the first day of such period
                in a
                statement attached to the tax return for each REMIC pursuant to Treasury
                Regulation Section 1.860F-1. The Master Servicer or the Depositor, as
                applicable, shall satisfy all the requirements of a qualified liquidation
                under Section 860F of the Code and any regulations thereunder, as
                evidenced by an Opinion of Counsel obtained at the expense of the
                Master
                Servicer or the Depositor, as applicable;

            
	 	 
	
              (2)

            	
              During
                such ninety-day liquidation period, and at or prior to the time of
                making
                the final payment on the Certificates, the Master Servicer (in the
                case of
                the exercise of the Cleanup Call) or the Depositor (in all other
                cases)
                shall sell all of the assets of REMIC I for cash; and

            
	 	 
	
              (3)

            	
              At
                the time of the making of the final payment on the Certificates,
                the
                Securities Administrator shall distribute or credit, or cause to
                be
                distributed or credited, to the Holders of the Residual Certificates
                all
                cash on hand in the Trust Fund (other than cash retained to meet
                claims),
                and the Trust Fund shall terminate at that
                time.

            


    

    


    By
      their
      acceptance of the Certificates, the Holders thereof hereby authorize the Master
      Servicer (in the case of the exercise of the Cleanup Call) or the Depositor
      (in
      all other cases) to specify the ninety-day liquidation period for REMIC I and
      REMIC II, which authorization shall be binding upon all successor
      Certificateholders.

     

    The
      Securities Administrator as agent for each REMIC hereby agrees to adopt and
      sign
      such a plan of complete liquidation upon the written request of the Master
      Servicer or the Depositor, as applicable, and the receipt of the Opinion of
      Counsel referred to in Section 10.03(1) and to take such other action in
      connection therewith as may be reasonably requested by the Master Servicer
      or
      the Depositor, as applicable.

     

     

     

    ARTICLE
      XI


    MISCELLANEOUS
      PROVISIONS

     

    Section
      11.01  Amendment.

     

    This
      Agreement may be amended from time to time by parties hereto, without the
      consent of any of the Certificateholders to cure any ambiguity, to correct
      or
      supplement any provisions herein, to change the manner in which the Distribution
      Account maintained by the Securities Administrator or the Custodial Accounts
      maintained by the Servicer is maintained or to make such other provisions with
      respect to matters or questions arising under this Agreement as shall not be
      inconsistent with any other provisions herein if such action shall not, as
      evidenced by an Opinion of Counsel, adversely affect in any material respect
      the
      interests of any Certificateholder; provided that any such amendment shall
      be
      deemed not to adversely affect in any material respect the interests of the
      Certificateholders and no such Opinion of Counsel shall be required if the
      Person requesting such amendment obtains a letter from each Rating Agency
      stating that such amendment would not result in the downgrading or withdrawal
      of
      the respective ratings then assigned to the Certificates; provided further
      that
      any such amendment shall be deemed not to adversely affect in any material
      respect the interests of the Certificateholders.

     

    Notwithstanding
      the foregoing, without the consent of the Certificateholders, the parties hereto
      may at any time and from time to time amend this Agreement to effect any changes
      in the parties obligations as are necessary to accommodate evolving
      interpretations of the provisions of Regulation AB and to modify, eliminate
      or
      add to any of its provisions to such extent as shall be necessary or appropriate
      to maintain the qualification of each REMIC as a REMIC under the Code or to
      avoid or minimize the risk of the imposition of any tax on any REMIC pursuant
      to
      the Code that would be a claim against any REMIC at any time prior to the final
      redemption of the Certificates, provided that the Trustee has been provided
      an
      Opinion of Counsel, which opinion shall be an expense of the party requesting
      such opinion but in any case shall not be an expense of the Trustee or the
      Trust
      Fund, to the effect that such action is necessary or appropriate to maintain
      such qualification or to avoid or minimize the risk of the imposition of such
      a
      tax.

     

    This
      Agreement may also be amended from time to time by the parties hereto and the
      Holders of each Class of Certificates affected thereby evidencing over 50%
      of
      the Voting Rights of such Class or Classes for the purpose of adding any
      provisions to or changing in any manner or eliminating any of the provisions
      of
      this Agreement or of modifying in any manner the rights of the Holders of
      Certificates; provided that no such amendment shall (i) reduce in any manner
      the
      amount of, or delay the timing of, payments required to be distributed on any
      Certificate without the consent of the Holder of such Certificate, (ii) cause
      any REMIC to cease to qualify as a REMIC or (iii) reduce the aforesaid
      percentages of Certificates of each Class the Holders of which are required
      to
      consent to any such amendment without the consent of the Holders of all
      Certificates of such Class then outstanding.

     

    Notwithstanding
      any contrary provision of this Agreement, the Trustee shall not consent to
      any
      amendment to this Agreement unless it shall have first received an Opinion
      of
      Counsel, which opinion shall be an expense of the party requesting such
      amendment but in any case shall not be an expense of the Trustee, to the effect
      that such amendment will not (other than an amendment pursuant to clause (ii)
      of, and in accordance with, the preceding paragraph) cause the imposition of
      any
      tax on any REMIC or the Certificateholders or cause any REMIC to cease to
      qualify as a REMIC at any time that any Certificates are outstanding. Further,
      nothing in this Agreement shall require the Trustee to enter into an amendment
      without receiving an Opinion of Counsel, satisfactory to the Trustee that (i)
      such amendment is permitted and is not prohibited by this Agreement and (ii)
      that all requirements for amending this Agreement (including any consent of
      the
      applicable Certificateholders) have been complied with.

     

    Promptly
      after the execution of any amendment to this Agreement requiring the consent
      of
      Certificateholders, the Trustee shall furnish written notification of the
      substance of such amendment to each Certificateholder and each Rating
      Agency.

     

    It
      shall
      not be necessary for the consent of Certificateholders under this
      Section to approve the particular form of any proposed amendment, but it
      shall be sufficient if such consent shall approve the substance thereof. The
      manner of obtaining such consents and of evidencing the authorization of the
      execution thereof by Certificateholders shall be subject to such reasonable
      regulations as the Trustee may prescribe.

     

    The
      Trustee may, but shall not be obligated to enter into any amendment that affects
      its rights, duties or immunities under this Agreement or otherwise.

     

    Section
      11.02  Recordation
      of Agreement; Counterparts.

     

    To
      the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all of the counties
      or other comparable jurisdictions in which any or all of the Mortgaged
      Properties are situated, and in any other appropriate public recording office
      or
      elsewhere. The Sponsor or the Depositor shall effect such recordation at the
      Trust’s expense upon the request in writing of a Certificateholder, but only if
      such direction is accompanied by an Opinion of Counsel (provided at the expense
      of the Certificateholder requesting recordation) to the effect that such
      recordation would materially and beneficially affect the interests of the
      Certificateholders or is required by law.

     

    For
      the
      purpose of facilitating the recordation of this Agreement as herein provided
      and
      for other purposes, this Agreement may be executed simultaneously in any number
      of counterparts, each of which counterparts shall be deemed to be an original,
      and such counterparts shall constitute but one and the same
      instrument.

     

    Section
      11.03  Governing
      Law.

     

    THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
      LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
      IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
      HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
      LAWS WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN
      THE
      PROVISIONS OF SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
      LAW.

     

    Section
      11.04  Intention
      of Parties.

     

    It
      is the
      express intent of the parties hereto that the conveyance of the Mortgage Notes,
      Mortgages, assignments of Mortgages, title insurance policies and any
      modifications, extensions and/or assumption agreements and private mortgage
      insurance policies relating to the Mortgage Loans by the Sponsor to the
      Depositor, and by the Depositor to the Trust Fund be, and be construed as,
      an
      absolute sale thereof to the Depositor or the Trust Fund, as applicable. It
      is,
      further, not the intention of the parties that such conveyance be deemed a
      pledge thereof by the Sponsor to the Depositor, or by the Depositor to the
      Trust
      Fund. However, in the event that, notwithstanding the intent of the parties,
      such assets are held to be the property of the Sponsor or the Depositor, as
      applicable, or if for any other reason this Agreement is held or deemed to
      create a security interest in such assets, then (i) this Agreement shall be
      deemed to be a security agreement within the meaning of the Uniform Commercial
      Code of the State of New York and (ii) each conveyance provided for in this
      Agreement shall be deemed to be an assignment and a grant by the Sponsor or
      the
      Depositor, as applicable, for the benefit of the Certificateholders, of a
      security interest in all of the assets that constitute the Trust Fund, whether
      now owned or hereafter acquired.

     

    The
      Depositor for the benefit of the Certificateholders shall, to the extent
      consistent with this Agreement, take such actions as may be necessary to ensure
      that, if this Agreement were deemed to create a security interest in the assets
      of the Trust Fund, such security interest would be deemed to be a perfected
      security interest of first priority under applicable law and will be maintained
      as such throughout the term of the Agreement.

     

    Section
      11.05  Notices.

     

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

     

    
      	(1)  	
              Any
                material change or amendment to this
                Agreement;

            


    

     

    
      	(2)  	
              The
                occurrence of any Servicer Default or Master Servicer Default that
                has not
                been cured;

            


    

     

    
      	(3)  	
              The
                resignation or termination of the Servicer, the Master Servicer or
                the
                Trustee and the appointment of any successor;
                and

            


    

     

    
      	(4)  	
              The
                final payment to
                Certificateholders.

            


    

     

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

     

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

            


    

     

    
      	(2)  	
              Each
                Assessment of Compliance and Attestation Report described in
                Section 3.14.

            


    

     

    All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given when delivered at or mailed by registered mail,
      return receipt requested, postage prepaid, or by recognized overnight courier,
      or by facsimile transmission to a number provided by the appropriate party
      if
      receipt of such transmission is confirmed to (i) in the case of the Depositor,
      Nomura Asset Acceptance Corp., 2 World Financial Center, Building B, New York,
      New York 10281 Attention: Nomura Asset Acceptance Corporation, Alternative
      Loan
      Trust, Series 2006-WF1; (ii) in the case of the Sponsor, Nomura Credit &
Capital, Inc., 2 World Financial Center, Building B, New York, New York 10281,
      Attention: Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series
      2006-WF1 or such other address as may be hereafter furnished to the other
      parties hereto by the Sponsor in writing; (iii) in the case of the Servicer,
      Wells Fargo Bank, N.A., 1 Home Campus, Des Moines, Iowa 50328-0001; (iv) in
      the
      case of the Trustee, at each Corporate Trust Office or such other address as
      the
      Trustee may hereafter furnish to the other parties hereto; (v) in the case
      of
      the Custodian, Wells Fargo Bank, N.A., 24 Executive Park, Suite 100, Irvine,
      California 92614, (vi) in the case of the Securities Administrator, its
      Corporate Trust Office; (vii) in the case of the Master Servicer, P.O. Box
      98,
      Columbia, Maryland 21046 (or for overnight deliveries, 9062 Old Annapolis Road,
      Columbia, Maryland 21045, Attention Client Manager - NAAC 2006-WF1) and (viii)
      in the case of the Rating Agencies, (a) Standard & Poor’s, 55 Water Street,
      41st
      Floor,
      New York, New York 10041, Attention: Mortgage Surveillance Group and (b) Moody’s
      Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention:
      Home Equity Monitoring. Any notice delivered to the Sponsor or the Trustee
      under
      this Agreement shall be effective only upon receipt. Any notice required or
      permitted to be mailed to a Certificateholder, unless otherwise provided herein,
      shall be given by first-class mail, postage prepaid, at the address of such
      Certificateholder as shown in the Certificate Register; any notice so mailed
      within the time prescribed in this Agreement shall be conclusively presumed
      to
      have been duly given, whether or not the Certificateholder receives such
      notice.

     

    Section
      11.06  Severability
      of Provisions.

     

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

     

    Section
      11.07  Assignment.

     

    Notwithstanding
      anything to the contrary contained herein, except as provided pursuant to
      Section 7.02, this Agreement may not be assigned by the Sponsor or the
      Depositor.

     

    Section
      11.08  Limitation
      on Rights of Certificateholders.

     

    The
      death
      or incapacity of any Certificateholder shall not operate to terminate this
      Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
      representative or heirs to claim an accounting or to take any action or commence
      any proceeding in any court for a petition or winding up of the Trust Fund,
      or
      otherwise affect the rights, obligations and liabilities of the parties hereto
      or any of them.

     

    No
      Certificateholder shall have any right to vote (except as provided herein)
      or in
      any manner otherwise control the operation and management of the Trust Fund,
      or
      the obligations of the parties hereto, nor shall anything herein set forth
      or
      contained in the terms of the Certificates be construed so as to constitute
      the
      Certificateholders from time to time as partners or members of an association;
      nor shall any Certificateholder be under any liability to any third party by
      reason of any action taken by the parties to this Agreement pursuant to any
      provision hereof.

     

    No
      Certificateholder shall have any right by virtue or by availing itself of any
      provisions of this Agreement to institute any suit, action or proceeding in
      equity or at law upon or under or with respect to this Agreement, unless such
      Holder previously shall have given to the Trustee, a written notice of a
      Servicer Default and of the continuance thereof, as hereinbefore provided,
      the
      Holders of Certificates evidencing not less than twenty-five percent (25%)
      of
      the Voting Rights evidenced by the Certificates shall also have made written
      request to the Trustee to institute such action, suit or proceeding in its
      own
      name as Trustee, hereunder and shall have offered to the Trustee such indemnity
      satisfactory to it as it may require against the costs, expenses, and
      liabilities to be incurred therein or thereby, and the Trustee or for sixty
      (60)
      days after its receipt of such notice, request and offer of indemnity shall
      have
      neglected or refused to institute any such action, suit or proceeding; it being
      understood and intended, and being expressly covenanted by each
      Certificateholder with every other Certificateholder and the Trustee, that
      no
      one or more Holders of Certificates shall have any right in any manner whatever
      by virtue or by availing itself or themselves of any provisions of this
      Agreement to affect, disturb or prejudice the rights of the Holders of any
      other
      of the Certificates, or to obtain or seek to obtain priority over or preference
      to any other such Holder or to enforce any right under this Agreement, except
      in
      the manner herein provided and for the common benefit of all Certificateholders.
      For the protection and enforcement of the provisions of this Section 11.08,
      each and every Certificateholder or the Trustee shall be entitled to such relief
      as can be given either at law or in equity.

     

    Section
      11.09  Certificates
      Nonassessable and Fully Paid.

     

    It
      is the
      intention of the Depositor that Certificateholders shall not be personally
      liable for obligations of the Trust Fund, that the interests in the Trust Fund
      represented by the Certificates shall be nonassessable for any reason
      whatsoever, and that the Certificates, upon due authentication thereof by the
      Trustee pursuant to this Agreement, are and shall be deemed fully
      paid.

     

    Section
      11.10  Intention
      of the Parties and Interpretation.

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Sections 3.13, 3.14,
      3.18 and 5.12 of this Agreement is to facilitate compliance by the Sponsor,
      the
      Master Servicer, the Securities Administrator and the Depositor with the
      provisions of Regulation AB promulgated by the SEC under the Exchange Act (17
      C.F.R. §§ 229.1100 - 229.1123), as such may be amended from time to time and
      subject to clarification and interpretive advice as may be issued by the staff
      of the SEC from time to time. Therefore, each of the parties agrees that (a)
      the
      obligations of the parties hereunder shall be interpreted in such a manner
      as to
      accomplish that purpose, (b) the parties’ obligations hereunder will be
      supplemented and modified as necessary to be consistent with any such
      amendments, interpretive advice or guidance, convention or consensus among
      active participants in the asset-backed securities markets, advice of counsel,
      or otherwise in respect of the requirements of Regulation AB and (c) the parties
      shall comply with requests made by the Sponsor, the Master Servicer, the
      Securities Administrator or the Depositor for delivery of additional or
      different information as the Sponsor or the Depositor may determine in good
      faith is necessary to comply with the provisions of Regulation AB.

     

    Section
      11.11  Early
      Termination of the Cap Contract.

     

    In
      the
      event that the Cap Contract is canceled or otherwise terminated for any reason
      (other than the exhaustion of the interest rate protection provided thereby),
      the Sponsor shall, to the extent a replacement contract is available, direct
      the
      Trustee to execute a replacement contract comparable to the Cap Contract which
      was cancelled or otherwise terminated, providing interest rate protection which
      is equal to the then-existing protection provided by the Cap Contract, which
      was
      cancelled or otherwise terminated provided, however, that the cost of any such
      replacement contract providing the same interest rate protection provided by
      such replacement contract may be reduced to a level such that the cost of such
      replacement contract shall not exceed the amount of any early termination
      payment. If the Trustee is unable to locate a qualified successor Cap Provider,
      any early termination payment will be remitted to the Net WAC Reserve Fund
      for
      the benefit of the
      Class
      A-1 Certificates
      for
      distribution by the Securities Administrator to the Class A-1 Certificates
      in
      accordance with Section 5.04(a), clause Third,
      item
      3.

     

     

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



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

     

    


    
      	 	
              NOMURA
                ASSET ACCEPTANCE
                CORPORATION,

            
	 	
              as
                Depositor

               

            
	 	
              By:
                /s/
                John P. Graham

            
	 	
              Name:
                

            
	 	
              Title:
                

               

            
	 	
              NOMURA
                CREDIT & CAPITAL, INC.,

            
	 	
              as
                Sponsor

               

            
	 	
              By:
                /s/
                Jeane D. Leschak

            
	 	
              Name:
                Jeane D. Leschak

            
	 	
              Title:
                Director

               

            
	 	
              WELLS
                FARGO
                BANK, NATIONAL
                ASSOCIATION,

            
	 	
              as
                Master Servicer and Securities Administrator

               

            
	 	
              By:
                /s/
                Amy Doyle

            
	 	
              Name:
                Amy Doyle

            
	 	
              Title:
                Vice President

               

            
	 	
              HSBC
                BANK
                USA, NATIONAL
                ASSOCIATION,

            
	 	
              as
                Trustee

               

            
	 	
              By:
                /s/
                Elena Zheng

            
	 	
              Name:
                Elena Zheng

            
	 	
              Title:
                Assistant Vice President

               

            
	 	
              With
                respect to Sections 3.33 and 3.34

               

            
	 	
              PORTFOLIO
                SURVEILLANCE ANALYTICS, LLC

               

            
	 	
              By:
                /s/
                Kevin J. Cooke

            
	 	
              Name:
                Kevin J. Cooke

            
	 	
              Title:
                Managing Partner

            
	 	 
	 	 
	 	 
	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF NEW YORK

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            


    

    


    On
      this
      ___ day of August 2006, before me, a notary public in and for said State,
      appeared _____________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of Nomura Asset Acceptance
      Corporation, one of the corporations that executed the within instrument, and
      also known to me to be the person who executed it on behalf of such corporation
      and acknowledged to me that such corporation executed the within
      instrument.

     

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

     

    
      	 	
              ____________________________

            
	 	
              Notary
                Public

            


    

    [Notarial
      Seal]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF NEW YORK

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            


    

    


    On
      this
      ____ day of August 2006 before me, a notary public in and for said State,
      appeared_______________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of Nomura Credit & Capital,
      Inc., that executed the within instrument, and also known to me to be the person
      who executed it on behalf of such corporation, and acknowledged to me that
      such
      corporation executed the within instrument.

     

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

     

    
      	 	
              ____________________________

            
	 	
              Notary
                Public

            


    

    [Notarial
      Seal]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    


    
      	
              STATE
                OF 

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY

            	
              )

            


    

    


    On
      this
      ____ day of August 2006, before me, a notary public in and for said State,
      appeared _________________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of Portfolio Surveillance Analytics,
      LLC, one of the corporations that executed the within instrument, and also
      known
      to me to be the person who executed it on behalf of such corporation and
      acknowledged to me that such corporation executed the within
      instrument.

     

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

     

    
      	 	
              ____________________________

            
	 	
              Notary
                Public

            


    

    [Notarial
      Seal]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF 

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF 

            	
              )

            


    

    


    On
      this
      ____ day of August 2006, before me, a notary public in and for said State,
      appeared _______________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of HSBC Bank USA, National
      Association that executed the within instrument, and also known to me to be
      the
      person who executed it on behalf of such corporation, and acknowledged to me
      that such corporation executed the within instrument.

     

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

     

    
      	 	
              ____________________________

            
	 	
              Notary
                Public

            


    

    [Notarial
      Seal]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF 

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF 

            	
              )

            


    

    


    On
      this
      ____ day of August 2006, before me, a notary public in and for said State,
      appeared _______________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of Wells Fargo Bank, National
      Association that executed the within instrument, and also known to me to be
      the
      person who executed it on behalf of such entity, and acknowledged to me that
      such entity executed the within instrument.

     

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

     

    
      	 	
              ____________________________

            
	 	
              Notary
                Public

            


    

    [Notarial
      Seal]

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


      EXHIBIT
        A-1

      


      FORM
        OF CLASS
        A-[1][2][3][4][5][6] CERTIFICATE

      


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

      


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

      


      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
        EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
        OF
        CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
        OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
        TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
        PERSON
        IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
        HEREIN.



      
        	
                Certificate
                  No. __

              	
                Initial
                  Pass-Through Rate: [Variable][____%]

              
	 	 
	
                Class
                  A-[1][2][3][4][5][6] Senior

              	 
	 	 
	
                Date
                  of Pooling and Servicing Agreement

                and
                  Cut-off Date: August 1, 2006

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

                $ 

              
	 	 
	
                Trustee:
                  HSBC Bank USA, National Association

              	 
	
                First
                  Distribution Date: September 25, 2006

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

                $

              
	 	
                Master
                  Servicer and Securities Administrator:

                Wells
                  Fargo Bank, N.A.

              
	
                Assumed
                  Final Distribution Date:

                June
                  25, 2036

              	
                CUSIP:
                  [__________________]

              
	 	 


      

      


      MORTGAGE
        PASS-THROUGH CERTIFICATE

      SERIES
        2006-WF1

      


      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        A-[1][2][3][4][5][6] Certificates with respect to a Trust Fund consisting
        primarily of a pool of conventional one- to four-family fixed-rate mortgage
        loans sold by NOMURA ASSET ACCEPTANCE CORPORATION.

      


      


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

      


      This
        certifies that Cede & Co. is the registered owner of the Percentage Interest
        evidenced hereby in the beneficial ownership interest of Certificates of
        the
        same Class as this Certificate in a trust (the “Trust Fund”) generally
        consisting of conventional first lien, fixed-rate mortgage loans secured
        by one-
        to four-family residences, units in planned unit developments and individual
        condominium units (collectively, the “Mortgage Loans”) sold by NAAC. The
        Mortgage Loans were sold by Nomura Credit & Capital, Inc. (the “Sponsor”)
        to
        NAAC. The Trust Fund was created pursuant to the Pooling and Servicing Agreement
        dated as of the Cut-off Date specified above (the “Agreement”), among NAAC, as
        depositor (the “Depositor”), the Sponsor, HSBC Bank USA, National Association,
        as trustee (the “Trustee”), and Wells Fargo Bank, N.A., as master servicer (the
“Master Servicer”) and securities administrator (the “Securities
        Administrator”), a summary of certain of the pertinent provisions of which is
        set forth hereafter. To the extent not defined herein, capitalized terms
        used
        herein shall have the meaning ascribed to them in the Agreement. This
        Certificate is issued under and is subject to the terms, provisions and
        conditions of the Agreement, to which Agreement the Holder of this Certificate
        by virtue of its acceptance hereof assents and by which such Holder is
        bound.

      


      Interest
        on this Certificate will accrue during [FOR CLASS A-1 CERTIFICATES][the period
        from and including the 25th day of the calendar month preceding the calendar
        month in which such Distribution Date occurs (or with respect to the first
        Accrual Period, the Closing Date) to and including the 24th day of the calendar
        month in which such Distribution Date occurs] [FOR CLASS A-[2][3][4][5][6]][the
        calendar month immediately preceding the calendar month in which such
        Distribution Date occurs] on the Certificate Principal Balance hereof at
        a per
        annum Pass-Through Rate equal to [FOR CLASS A-1 CERTIFICATES][the lesser
        of (i)
        One-Month LIBOR plus [______]% per annum and (ii) the Net WAC Rate Cap for
        such
        Distribution Date] [FOR CLASS A-[2][3][4]] CERTIFICATES][ the Initial
        Pass-Through Rate set forth on the face hereof for the First Distribution
        Date
        and, for each Distribution Date thereafter, the lesser of (i) [______]% per
        annum and (ii) the Net WAC Rate Cap for such Distribution Date] [FOR CLASS
        A-[5][6] CERTIFICATES][ the Initial Pass-Through Rate set forth on the face
        hereof for the First Distribution Date, and for each Distribution Date
        thereafter, the lesser of (i)(a) with respect to any Distribution Date which
        occurs on or prior to the Optional Termination Date, [_____]% per annum and
        (b)
        with respect to each Distribution Date which occurs thereafter, [_____]%
        per
        annum and (ii) the Net WAC Rate Cap for such Distribution Date]. The Securities
        Administrator will distribute on the 25th day of each month, or, if such
        25th
        day is not a Business Day, the immediately following Business Day (each,
        a
“Distribution Date”), commencing on the First Distribution Date specified above,
        to the Person in whose name this Certificate is registered on the applicable
        Record Date, an amount equal to the product of the Percentage Interest evidenced
        by this Certificate and the amount (of interest and principal, if any) required
        to be distributed to the Holders of Certificates of the same Class as this
        Certificate. The Assumed Final Distribution Date is the Distribution Date
        in
        June 2036 which is not likely to be the date on which the Certificate Principal
        Balance of this Class of Certificates will be reduced to zero. 

      


      Distributions
        on this Certificate will be made by the Securities Administrator by check
        mailed
        to the address of the Person entitled thereto as such name and address shall
        appear on the Certificate Register or, if such Person so requests by notifying
        the Securities Administrator in writing as specified in the Agreement.
        Notwithstanding the above, the final distribution on this Certificate will
        be
        made after due notice by the Securities Administrator of the pendency of
        such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Securities Administrator for that purpose
        and
        designated in such notice. The initial Certificate Principal Balance of this
        Certificate is set forth above. The Certificate Principal Balance hereof
        will be
        reduced to the extent of distributions allocable to principal
        hereon.

      


      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

      


      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Trustee
        is not
        liable to the Certificateholders for any amount payable under this Certificate
        or the Agreement or, except as expressly provided in the Agreement, subject
        to
        any liability under the Agreement.

      


      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Securities Administrator. This Certificate is limited in right of
        payment
        to certain collections and recoveries respecting the Mortgage Loans and other
        assets included in the Trust Fund relating to the Mortgage Loans [FOR CLASS
        A-1
        ONLY: (including the Cap Agreement)], all as more specifically set forth
        in the
        Agreement.

      


      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of the Class or Classes
        of
        Certificates affected thereby evidencing over 50% of the Voting Rights of
        such
        Class or Classes. Any such consent by the Holder of this Certificate shall
        be
        conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        lieu
        hereof whether or not notation of such consent is made upon this Certificate.
        The Agreement also permits the amendment thereof, in certain limited
        circumstances, without the consent of the Holders of any of the
        Certificates.

      


      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Securities
        Administrator upon surrender of this Certificate for registration of transfer
        at
        the offices or agencies maintained by the Securities Administrator for such
        purposes, duly endorsed by, or accompanied by a written instrument of transfer
        in form satisfactory to the Securities Administrator duly executed by the
        Holder
        hereof or such Holder’s attorney duly authorized in writing, and thereupon one
        or more new Certificates in authorized denominations representing a like
        aggregate Percentage Interest will be issued to the designated
        transferee.

      


      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

      


      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Securities Administrator may require payment of a sum
        sufficient to cover any tax or other governmental charge payable in connection
        therewith. The Depositor, the Master Servicer, the Trustee, the Securities
        Administrator and any agent of any of them may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trustee, the Securities Administrator
        or
        any such agent shall be affected by notice to the contrary.

      


      The
        obligations created by the Agreement and the Trust Fund created thereby (other
        than the obligations to make payments to Certificateholders with respect
        to the
        termination of the Agreement) shall terminate upon the earlier of (i) the
        later
        of (A) the maturity or other liquidation (or Advance with respect thereto)
        of
        the last Mortgage Loan remaining in the Trust Fund and disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure of any
        Mortgage Loan and (B) the remittance of all funds due under the Agreement,
        or
        (ii) the optional repurchase by the party named in the Agreement of all the
        Mortgage Loans and other assets of the Trust Fund in accordance with the
        terms
        of the Agreement. Such optional repurchase may be made by the Master Servicer
        only on or after the Distribution Date on which the Stated Principal Balance
        of
        the Mortgage Loans is less than or equal to 10% of the Cut-off Date Principal
        Balance of the Mortgage Loans. The exercise of such right will effect the
        early
        retirement of the Certificates. In no event, however, will the Trust Fund
        created by the Agreement continue beyond the earlier of (i) the expiration
        of 21
        years after the death of certain persons identified in the Agreement and
        (ii)
        the Assumed Final Distribution Date.

      


      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Securities Administrator by manual signature, this Certificate shall not
        be
        entitled to any benefit under the Agreement, or be valid for any
        purpose.


      IN
        WITNESS WHEREOF, the Securities Administrator has caused this Certificate
        to be
        duly executed.

      


      
        	
                Dated: August
                  __, 2006

              	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      
 

      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Class A-[1][2][3][4][5][6] Certificates referred to in the
        within-mentioned Agreement.

       

      
        	 	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ASSIGNMENT

      


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

      


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

      


      
        	 	 	 
	 	 	
                .

              


      

      


      
        	
                Dated:
                  

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

       

      


      DISTRIBUTION
        INSTRUCTIONS

      


      The
        assignee should include the following for purposes of distribution:

      


      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

       

      EXHIBIT
        A-2

      


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

      


      THIS
        CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
        [[,/AND] THE CLASS M-1 CERTIFICATES] [[,/AND] [THE CLASS M-2 CERTIFICATES]
        [AND
        THE CLASS M-3 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED
        BELOW).

      


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

      


      THE
        CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
        PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY,
        FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL
        BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN
        BELOW.
        ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL
        BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED
        HEREIN.

       

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

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
        EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
        OF
        CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
        OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
        TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
        PERSON
        IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
        HEREIN.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Certificate
                  No. __

              	
                Pass-Through
                  Rate: ___%

              
	 	 
	
                Class
                  M-[1][2][3][4]
                  Subordinate

              	 
	 	 
	
                Date
                  of Pooling and Servicing Agreement

                and
                  Cut-off Date: August 1, 2006

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

                $_______________

              
	
                Trustee:
                  HSBC Bank USA, National Association

              	 
	 	 
	
                First
                  Distribution Date:

                September
                  25, 2006

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

                $________________

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

              
	
                Assumed
                  Final Distribution Date:

                June
                  25, 2036

              	
                CUSIP:
                  [__________________]

              
	 	 


      

      


      MORTGAGE
        PASS-THROUGH CERTIFICATE

      SERIES
        2006-WF1

      


      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        M-[1][2][3][4] Certificates with respect to a Trust Fund consisting primarily
        of
        a pool of conventional one- to four-family fixed-rate mortgage loans sold
        by
        NOMURA ASSET ACCEPTANCE CORPORATION.

      


      


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

      


      This
        certifies that Cede & Co. is the registered owner of the Percentage Interest
        evidenced hereby in the beneficial ownership interest of Certificates of
        the
        same Class as this Certificate in a trust (the “Trust Fund”) generally
        consisting of conventional first lien, fixed-rate mortgage loans secured
        by one-
        to four-family residences, units in planned unit developments and individual
        condominium units (collectively, the “Mortgage Loans”) sold by NAAC. The
        Mortgage Loans were sold by Nomura Credit & Capital, Inc. (the “Sponsor”) to
        NAAC. The Trust Fund was created pursuant to the Pooling and Servicing Agreement
        dated as of the Cut-off Date specified above (the “Agreement”), among NAAC, as
        depositor (the “Depositor”), the Sponsor, HSBC Bank USA, National Association,
        as trustee (the “Trustee”) and Wells Fargo Bank, N.A. as master servicer (the
“Master Servicer”) and securities administrator (the “Securities
        Administrator”), a summary of certain of the pertinent provisions of which is
        set forth hereafter. To the extent not defined herein, capitalized terms
        used
        herein shall have the meaning ascribed to them in the Agreement. This
        Certificate is issued under and is subject to the terms, provisions and
        conditions of the Agreement, to which Agreement the Holder of this Certificate
        by virtue of its acceptance hereof assents and by which such Holder is
        bound.

      


      Interest
        on this Certificate will accrue during the calendar month prior to the calendar
        month in which a Distribution Date (as hereinafter defined) occurs on the
        Certificate Principal Balance hereof at a per annum Pass-Through Rate equal
        to
        the Initial Pass-Through Rate set forth on the face hereof for the First
        Distribution Date and, for each Distribution Date thereafter, the lesser
        of
        (i)(a) with respect to each Distribution Date which occurs on or prior to
        the
        Optional Termination Date, [____]% per annum and (b) with respect to each
        Distribution Date which occurs thereafter, [____]% per annum and (ii) the
        Net
        WAC Rate Cap for such Distribution Date. The Securities Administrator will
        distribute on the 25th day of each month, or, if such 25th day is not a Business
        Day, the immediately following Business Day (each, a “Distribution Date”),
        commencing on the First Distribution Date specified above, to the Person
        in
        whose name this Certificate is registered at the close of business on the
        last
        Business Day of the calendar month immediately preceding the month in which
        the
        Distribution Date occurs, an amount equal to the product of the Percentage
        Interest evidenced by this Certificate and the amount (of interest and
        principal, if any) required to be distributed to the Holders of Certificates
        of
        the same Class as this Certificate. The Assumed Final Distribution Date is
        the
        Distribution Date in the month of the latest scheduled maturity date of any
        Mortgage Loan and is not likely to be the date on which the Certificate
        Principal Balance of this Class of Certificates will be reduced to
        zero.

      


      Distributions
        on this Certificate will be made by the Securities Administrator by check
        mailed
        to the address of the Person entitled thereto as such name and address shall
        appear on the Certificate Register or, if such Person so requests by notifying
        the Securities Administrator in writing as specified in the Agreement.
        Notwithstanding the above, the final distribution on this Certificate will
        be
        made after due notice by the Securities Administrator of the pendency of
        such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Securities Administrator for that purpose
        and
        designated in such notice. The initial Certificate Principal Balance of this
        Certificate is set forth above. The Certificate Principal Balance hereof
        will be
        reduced to the extent of distributions allocable to principal hereon and
        any
        Realized Losses allocable hereto.

      


      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

      


      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Trustee
        is not
        liable to the Certificateholders for any amount payable under this Certificate
        or the Agreement or, except as expressly provided in the Agreement, subject
        to
        any liability under the Agreement.

      


      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Securities Administrator. The Certificates are limited in right of
        payment to certain collections and recoveries respecting the Mortgage Loans
        and
        other assets included in the Trust Fund relating to the Mortgage Loans, all
        as
        more specifically set forth in the Agreement.

      


      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of the Class or Classes
        of
        Certificates affected thereby evidencing over 50% of the Voting Rights of
        such
        Class or Classes. Any such consent by the Holder of this Certificate shall
        be
        conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        lieu
        hereof whether or not notation of such consent is made upon this Certificate.
        The Agreement also permits the amendment thereof, in certain limited
        circumstances, without the consent of the Holders of any of the
        Certificates.

      


      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Securities
        Administrator upon surrender of this Certificate for registration of transfer
        at
        the offices or agencies maintained by the Securities Administrator for such
        purposes, duly endorsed by, or accompanied by a written instrument of transfer
        in form satisfactory to the Securities Administrator duly executed by the
        Holder
        hereof or such Holder’s attorney duly authorized in writing, and thereupon one
        or more new Certificates in authorized denominations representing a like
        aggregate Percentage Interest will be issued to the designated
        transferee.

       

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

      


      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

      


      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Securities Administrator may require payment of a sum
        sufficient to cover any tax or other governmental charge payable in connection
        therewith. The Depositor, the Master Servicer, the Trustee, the Securities
        Administrator and any agent of any of them may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trustee, the Securities Administrator
        or
        any such agent shall be affected by notice to the contrary.

      


      The
        obligations created by the Agreement and the Trust Fund created thereby (other
        than the obligations to make payments to Certificateholders with respect
        to the
        termination of the Agreement) shall terminate upon the earlier of (i) the
        later
        of (A) the maturity or other liquidation (or Advance with respect thereto)
        of
        the last Mortgage Loan remaining in the Trust Fund and disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure of any
        Mortgage Loan and (B) the remittance of all funds due under the Agreement,
        or
        (ii) the optional repurchase by the party named in the Agreement of all the
        Mortgage Loans and other assets of the Trust Fund in accordance with the
        terms
        of the Agreement. Such optional repurchase may be made by the Master Servicer
        only on or after the Distribution Date on which the Stated Principal Balance
        of
        the Mortgage Loans is less than or equal to 10% of the Cut-off Date Principal
        Balance of the Mortgage Loans. The exercise of such right will effect the
        early
        retirement of the Certificates. In no event, however, will the Trust Fund
        created by the Agreement continue beyond the earlier of (i) the expiration
        of 21
        years after the death of certain persons identified in the Agreement and
        (ii)
        the Assumed Final Distribution Date.

      


      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Securities Administrator by manual signature, this Certificate shall not
        be
        entitled to any benefit under the Agreement, or be valid for any
        purpose.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Securities Administrator has caused this Certificate
        to be
        duly executed.

      


      
        	
                Dated: August
                  __, 2006

              	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

       

      


      CERTIFICATE
        OF AUTHENTICATION

      


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

      


      
        	 	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      ASSIGNMENT

      


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

      


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

      


      
        	 	 	 
	 	 	
                .

              


      

      


      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

       

      


      DISTRIBUTION
        INSTRUCTIONS

      


      The
        assignee should include the following for purposes of distribution:

      


      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                Account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                Assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

       


      EXHIBIT
        A-3

       

      FORM
        OF CLASS X CERTIFICATE

      


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

      


      THIS
        CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES AND MEZZANINE CERTIFICATES
        TO THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO
        HEREIN.

      


      THIS
        CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
        HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
        MAY
        BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE
        WITH
        THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
        144A
        UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
        BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
        (A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
        A
        QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
        PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
        TO
        AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
        ACT (IF
        AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
        D
        UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN
        SUCH
        PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES
        ACT,
        SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER
        SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY
        THE
        SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
        ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE
        WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE
        WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER
        APPLICABLE JURISDICTION.

      


      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
        PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(b) OF THE
        AGREEMENT.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Certificate
                  No. __

              	
                Percentage
                  Interest: ____

              
	 	 
	
                Class
                  X

              	
                Variable
                  Pass-Through Rate

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

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

              
	 	 
	
                Trustee:
                  HSBC Bank USA, National Association

              	 
	
                First
                  Distribution Date: September 25, 2006

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

              
	
                Assumed
                  Final Distribution Date: June 25, 2036

              	
                CUSIP:
                  [__________________]

              


      

      


      MORTGAGE
        PASS-THROUGH CERTIFICATE

      SERIES
        2006-WF1

      


      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        X
        Certificates with respect to a Trust Fund consisting primarily of a pool
        of
        conventional one- to four-family fixed-rate mortgage loans sold by NOMURA
        ASSET
        ACCEPTANCE CORPORATION.

      


      


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

      


      This
        certifies that Nomura Securities International, Inc. is the registered owner
        of
        the Percentage Interest evidenced hereby in the beneficial ownership interest
        of
        Certificates of the same Class as this Certificate in a trust (the “Trust Fund”)
        generally consisting of conventional first lien, fixed-rate mortgage loans
        secured by one- to four-family residences, units in planned unit developments
        and individual condominium units (collectively, the “Mortgage Loans”) sold by
        NAAC. The Mortgage Loans were sold by Nomura Credit & Capital, Inc. (the
“Sponsor”) to NAAC. The Trust Fund was created pursuant to the Pooling and
        Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”), among NAAC, as depositor (the “Depositor”), the Sponsor, HSBC Bank
        USA, National Association, as trustee (the “Trustee”) and Wells Fargo Bank,
        N.A., as master servicer (the “Master Servicer”) and securities administrator
        (the “Securities Administrator”), a summary of certain of the pertinent
        provisions of which is set forth hereafter. To the extent not defined herein,
        capitalized terms used herein shall have the meaning ascribed to them in
        the
        Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of its acceptance hereof assents and by which
        such
        Holder is bound.

      


      Interest
        on this Certificate will accrue during the month prior to the month in which
        a
        Distribution Date (as hereinafter defined) occurs on the Certificate Notional
        Balance hereof at a per annum rate equal to the Class X Pass-Through Rate
        as set
        forth in the Agreement. The Securities Administrator will distribute on the
        25th
        day of each month, or, if such 25th day is not a Business Day, the immediately
        following Business Day (each, a “Distribution Date”), commencing on the First
        Distribution Date specified above, to the Person in whose name this Certificate
        is registered at the close of business on the last day Business Day immediately
        preceding such Distribution Date, an amount equal to the product of the
        Percentage Interest evidenced by this Certificate and the amount required
        to be
        distributed to the Holders of Certificates of the same Class as this
        Certificate. The Assumed Final Distribution Date is the Distribution Date
        in the
        month of the latest scheduled maturity date of any Mortgage Loan. 

      


      Distributions
        on this Certificate will be made by the Securities Administrator by check
        mailed
        to the address of the Person entitled thereto as such name and address shall
        appear on the Certificate Register or, if such Person so requests by notifying
        the Securities Administrator in writing as specified in the Agreement.
        Notwithstanding the above, the final distribution on this Certificate will
        be
        made after due notice by the Securities Administrator of the pendency of
        such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Securities Administrator for that purpose
        and
        designated in such notice.

      


      No
        transfer of this Certificate shall be made unless the transfer is made pursuant
        to an effective registration statement under the Securities Act of 1933,
        as
        amended (the “1933 Act”), and an effective registration or qualification under
        applicable state securities laws, or is made in a transaction that does not
        require such registration or qualification. In the event that such a transfer
        of
        this Certificate is to be made without registration or qualification, the
        Securities Administrator shall require receipt of (i) if such transfer is
        purportedly being made in reliance upon Rule 144A under the 1933 Act, written
        certifications from the Holder of the Certificate desiring to effect the
        transfer, and from such Holder’s prospective transferee, substantially in the
        forms attached to the Agreement as Exhibit E and either F or G, as applicable,
        and (ii) in all other cases, an Opinion of Counsel satisfactory to it that
        such
        transfer may be made without such registration or qualification (which Opinion
        of Counsel shall not be an expense of the Trust Fund or of the Depositor,
        the
        Securities Administrator or the Trustee in their respective capacities as
        such),
        together with copies of the written certification(s) of the Holder of the
        Certificate desiring to effect the transfer and/or such Holder’s prospective
        transferee upon which such Opinion of Counsel is based. Neither the Depositor,
        the Securities Administrator nor the Trustee is obligated to register or
        qualify
        the Class of Certificates specified on the face hereof under the 1933 Act
        or any
        other securities law or to take any action not otherwise required under the
        Agreement to permit the transfer of such Certificates without registration
        or
        qualification. Any Holder desiring to effect a transfer of this Certificate
        shall be required to indemnify the Trustee, the Securities Administrator,
        the
        Depositor and the Sponsor against any liability that may result if the transfer
        is not so exempt or is not made in accordance with such federal and state
        laws.

      


      No
        transfer of this Certificate shall be made to any person unless the transferee
        provides a certification pursuant to Section 6.02(b) of the
        Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

      


      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Securities
        Administrator is not liable to the Certificateholders for any amount payable
        under this Certificate or the Agreement or, except as expressly provided
        in the
        Agreement, subject to any liability under the Agreement.

      


      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Securities Administrator. 

      


      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of the Class or Classes
        of
        Certificates affected thereby evidencing over 50% of the Voting Rights of
        such
        Class or Classes. Any such consent by the Holder of this Certificate shall
        be
        conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        lieu
        hereof whether or not notation of such consent is made upon this Certificate.
        The Agreement also permits the amendment thereof, in certain limited
        circumstances, without the consent of the Holders of any of the
        Certificates.

      


      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Securities
        Administrator upon surrender of this Certificate for registration of transfer
        at
        the offices or agencies maintained by the Securities Administrator for such
        purposes, duly endorsed by, or accompanied by a written instrument of transfer
        in form satisfactory to the Securities Administrator duly executed by the
        Holder
        hereof or such Holder’s attorney duly authorized in writing, and thereupon one
        or more new Certificates in authorized denominations representing a like
        aggregate Percentage Interest will be issued to the designated
        transferee.

      


      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

      


      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Securities Administrator may require payment of a sum
        sufficient to cover any tax or other governmental charge payable in connection
        therewith. The Depositor, the Master Servicer, the Trustee, the Securities
        Administrator and any agent of any of them may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trustee, the Securities Administrator
        or
        any such agent shall be affected by notice to the contrary.

      


      The
        obligations created by the Agreement and the Trust Fund created thereby (other
        than the obligations to make payments to Certificateholders with respect
        to the
        termination of the Agreement) shall terminate upon the earlier of (i) the
        later
        of (A) the maturity or other liquidation (or Advance with respect thereto)
        of
        the last Mortgage Loan remaining in the Trust Fund and disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure of any
        Mortgage Loan and (B) the remittance of all funds due under the Agreement,
        or
        (ii) the optional repurchase by the party named in the Agreement of all the
        Mortgage Loans and other assets of the Trust Fund in accordance with the
        terms
        of the Agreement. Such optional repurchase may be made by the Master Servicer
        only on or after the Distribution Date on which the Stated Principal Balance
        of
        the Mortgage Loans is less than or equal to 10% of the Cut-off Date Principal
        Balance of the Mortgage Loans. The exercise of such right will effect the
        early
        retirement of the Certificates. In no event, however, will the Trust Fund
        created by the Agreement continue beyond the earlier of (i) the expiration
        of 21
        years after the death of certain persons identified in the Agreement and
        (ii)
        the Assumed Final Distribution Date.

      


      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Securities Administrator by manual signature, this Certificate shall not
        be
        entitled to any benefit under the Agreement, or be valid for any
        purpose.

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      IN
        WITNESS WHEREOF, the Securities Administrator has caused this Certificate
        to be
        duly executed.

      


      
        	
                Dated: August
                  __, 2006

              	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Class X Certificates referred to in the within-mentioned
        Agreement.

      


      
        	 	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

      


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

      


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

      


      
        	 	 	 
	 	 	
                .

              


      

      


      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      


      


      DISTRIBUTION
        INSTRUCTIONS

      


      The
        assignee should include the following for purposes of distribution:

      


      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

       

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            
            

          

        



      EXHIBIT
        A-4

       

      FORM
        OF CLASS P CERTIFICATE

      


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

       

      THIS
        CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
        HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
        MAY
        BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE
        WITH
        THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
        144A
        UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
        BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
        (A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
        A
        QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
        PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
        TO
        AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
        ACT (IF
        AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
        D
        UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
        PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES
        ACT,
        SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER
        SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY
        THE
        SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
        ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE
        WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE
        WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER
        APPLICABLE JURISDICTION.

      


      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
        PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(b) OF THE
        AGREEMENT.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Certificate
                  No. ___

              	
                Percentage
                  Interest: 100%

              
	 	 
	
                Class
                  P

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

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

              
	 	 
	
                First
                  Distribution Date: September 25, 2006

              	
                Initial
                  Certificate Principal Balance of the Certificate as of the Cut-off
                  Date:
                  $100

              
	
                Trustee:
                  HSBC Bank USA, National Association

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

              
	
                Assumed
                  Final Distribution Date: June 25, 2036

              	 
	 	
                CUSIP:
                  [__________________]

              


      

      


      MORTGAGE
        PASS-THROUGH CERTIFICATE

      SERIES
        2006-WF1

      


      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        P
        Certificates with respect to a Trust Fund consisting primarily of a pool
        of
        conventional one- to four-family fixed-rate mortgage loans sold by NOMURA
        ASSET
        ACCEPTANCE CORPORATION.

      


      


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

      


      This
        certifies that Nomura Securities International, Inc. is the registered owner
        of
        the Percentage Interest evidenced hereby in the beneficial ownership interest
        of
        Certificates of the same Class as this Certificate in a trust (the “Trust Fund”)
        generally consisting of conventional first lien, fixed-rate mortgage loans
        secured by one- to four-family residences, units in planned unit developments
        and individual condominium units (collectively, the “Mortgage Loans”) sold by
        NAAC. The Mortgage Loans were sold by Nomura Credit & Capital, Inc. (the
“Sponsor”) to NAAC. The Trust Fund was created pursuant to the Pooling and
        Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”), among NAAC, as depositor (the “Depositor”), the Sponsor, HSBC Bank
        USA, National Association, as trustee (the “Trustee”) and Wells Fargo Bank, N.A.
        as master servicer (the “Master Servicer) and securities administrator (the
“Securities Administrator”), a summary of certain of the pertinent provisions of
        which is set forth hereafter. To the extent not defined herein, capitalized
        terms used herein shall have the meaning ascribed to them in the Agreement.
        This
        Certificate is issued under and is subject to the terms, provisions and
        conditions of the Agreement, to which Agreement the Holder of this Certificate
        by virtue of its acceptance hereof assents and by which such Holder is
        bound.

      


      The
        Securities Administrator will distribute on the 25th day of each month, or,
        if
        such 25th day is not a Business Day, the immediately following Business Day
        (each, a “Distribution Date”), commencing on the First Distribution Date
        specified above, to the Person in whose name this Certificate is registered
        at
        the close of business on the last day (or if such last day is not a Business
        Day, the Business Day immediately preceding such last day) of the calendar
        month
        immediately preceding the month in which the Distribution Date occurs, an
        amount
        equal to the product of the Percentage Interest evidenced by this Certificate
        and the amount required to be distributed to the Holders of Certificates
        of the
        same Class as this Certificate. The Assumed Final Distribution Date is the
        Distribution Date in the month following the latest scheduled maturity date
        of
        any Mortgage Loan.

       

      Distributions
        on this Certificate will be made by the Securities Administrator by check
        mailed
        to the address of the Person entitled thereto as such name and address shall
        appear on the Certificate Register or, if such Person so requests by notifying
        the Securities Administrator in writing as specified in the Agreement.
        Notwithstanding the above, the final distribution on this Certificate will
        be
        made after due notice by the Securities Administrator of the pendency of
        such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Securities Administrator for that purpose
        and
        designated in such notice.

      


      No
        transfer of this Certificate shall be made unless the transfer is made pursuant
        to an effective registration statement under the Securities Act of 1933,
        as
        amended (the “1933 Act”), and an effective registration or qualification under
        applicable state securities laws, or is made in a transaction that does not
        require such registration or qualification. In the event that such a transfer
        of
        this Certificate is to be made without registration or qualification, the
        Securities Administrator shall require receipt of (i) if such transfer is
        purportedly being made in reliance upon Rule 144A under the 1933 Act, written
        certifications from the Holder of the Certificate desiring to effect the
        transfer, and from such Holder’s prospective transferee, substantially in the
        forms attached to the Agreement as Exhibit E and either F or G, as applicable,
        and (ii) in all other cases, an Opinion of Counsel satisfactory to it that
        such
        transfer may be made without such registration or qualification (which Opinion
        of Counsel shall not be an expense of the Trust Fund or of the Depositor,
        the
        Securities Administrator or the Trustee in their respective capacities as
        such),
        together with copies of the written certification(s) of the Holder of the
        Certificate desiring to effect the transfer and/or such Holder’s prospective
        transferee upon which such Opinion of Counsel is based. Neither the Depositor,
        the Securities Administrator nor the Trustee is obligated to register or
        qualify
        the Class of Certificates specified on the face hereof under the 1933 Act
        or any
        other securities law or to take any action not otherwise required under the
        Agreement to permit the transfer of such Certificates without registration
        or
        qualification. Any Holder desiring to effect a transfer of this Certificate
        shall be required to indemnify the Trustee, the Securities Administrator,
        the
        Depositor and the Sponsor against any liability that may result if the transfer
        is not so exempt or is not made in accordance with such federal and state
        laws.

      


      No
        transfer of this Certificate shall be made to any person unless the transferee
        provides a certification pursuant to Section 6.02(b) of the
        Agreement.

      


      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

      


      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Securities
        Administrator is not liable to the Certificateholders for any amount payable
        under this Certificate or the Agreement or, except as expressly provided
        in the
        Agreement, subject to any liability under the Agreement.

      


      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Securities Administrator. 

      


      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of the Class or Classes
        of
        Certificates affected thereby evidencing over 50% of the Voting Rights of
        such
        Class or Classes. Any such consent by the Holder of this Certificate shall
        be
        conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        lieu
        hereof whether or not notation of such consent is made upon this Certificate.
        The Agreement also permits the amendment thereof, in certain limited
        circumstances, without the consent of the Holders of any of the
        Certificates.

      


      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Securities
        Administrator upon surrender of this Certificate for registration of transfer
        at
        the offices or agencies maintained by the Securities Administrator for such
        purposes, duly endorsed by, or accompanied by a written instrument of transfer
        in form satisfactory to the Securities Administrator duly executed by the
        Holder
        hereof or such Holder’s attorney duly authorized in writing, and thereupon one
        or more new Certificates in authorized denominations representing a like
        aggregate Percentage Interest will be issued to the designated
        transferee.

      


      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

      


      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Securities Administrator may require payment of a sum
        sufficient to cover any tax or other governmental charge payable in connection
        therewith. The Depositor, the Master Servicer, the Trustee, the Securities
        Administrator and any agent of any of them may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trustee, the Securities Administrator
        or
        any such agent shall be affected by notice to the contrary.

      


      The
        obligations created by the Agreement and the Trust Fund created thereby (other
        than the obligations to make payments to Certificateholders with respect
        to the
        termination of the Agreement) shall terminate upon the earlier of (i) the
        later
        of (A) the maturity or other liquidation (or Advance with respect thereto)
        of
        the last Mortgage Loan remaining in the Trust Fund and disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure of any
        Mortgage Loan and (B) the remittance of all funds due under the Agreement,
        or
        (ii) the optional repurchase by the party named in the Agreement of all the
        Mortgage Loans and other assets of the Trust Fund in accordance with the
        terms
        of the Agreement. Such optional repurchase may be made by the Master Servicer
        only on or after the Distribution Date on which the Stated Principal Balance
        of
        the Mortgage Loans is less than or equal to 10% of the Cut-off Date Principal
        Balance of the Mortgage Loans. The exercise of such right will effect the
        early
        retirement of the Certificates. In no event, however, will the Trust Fund
        created by the Agreement continue beyond the earlier of (i) the expiration
        of 21
        years after the death of certain persons identified in the Agreement and
        (ii)
        the Assumed Final Distribution Date.

      


      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Securities Administrator by manual signature, this Certificate shall not
        be
        entitled to any benefit under the Agreement, or be valid for any
        purpose.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      IN
        WITNESS WHEREOF, the Securities Administrator has caused this Certificate
        to be
        duly executed.

      


      
        	
                Dated: May
                  __, 2006

              	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Class P Certificates referred to in the within-mentioned
        Agreement.

      


      
        	 	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

      


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

      


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

      


      
        	 	 	 
	 	 	
                .

              


      

      


      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

       

      


      DISTRIBUTION
        INSTRUCTIONS

      


      The
        assignee should include the following for purposes of distribution:

      


      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

       


      EXHIBIT
        A-5

       

      FORM
        OF CLASS R CERTIFICATE

      


      THIS
        CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
        OR A
        DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

      


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

      


      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
        PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(b) OF THE
        AGREEMENT.

      


      ANY
        RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
        IF
        THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE SECURITIES
        ADMINISTRATOR THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY
        STATE
        OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR
        ANY
        AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
        WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT
        FOR FREDDIE MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY
        SUCH
        GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION,
        OR
        ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION
        (OTHER THAN CERTAIN FARMERS’ COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
        WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
        ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
        THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE
        INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION
        1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION
        775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A),
        (B),
        (C), (D) OR (E) BEING HEREIN REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR
        (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER
        IS
        TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES
        CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE
        PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
        REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO
        A
        DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
        REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER
        AND
        SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
        HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON
        THIS
        CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
        SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
        PARAGRAPH.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Certificate
                  No.__

              	 
	 	 
	
                Class
                  R

              	
                Percentage
                  Interest: ____

              
	 	 
	
                Date
                  of Pooling and Servicing Agreement 

                and
                  Cut-off Date: August 1, 2006

              	 
	 	 
	
                First
                  Distribution Date:

                September
                  25, 2006

              	 
	 	 
	
                Trustee:
                  HSBC Bank USA, National Association

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

              
	 	 
	
                Assumed
                  Final Distribution Date: June 25, 2036

              	 
	 	
                CUSIP:
                  [__________________] 

              


      

      


      MORTGAGE
        PASS-THROUGH CERTIFICATE

      SERIES
        2006-WF1

      


      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        R
        Certificates with respect to a Trust Fund consisting primarily of a pool
        of
        conventional one- to four-family fixed-rate mortgage loans sold by NOMURA
        ASSET
        ACCEPTANCE CORPORATION.

      


      


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

      


      This
        certifies that Nomura Securities International, Inc. is the registered owner
        of
        the Percentage Interest evidenced hereby in the beneficial ownership interest
        of
        Certificates of the same Class as this Certificate in a trust (the “Trust Fund”)
        generally consisting of conventional first lien, fixed-rate mortgage loans
        secured by one- to four-family residences, units in planned unit developments
        and individual condominium units (collectively, the “Mortgage Loans”) sold by
        NAAC. The Mortgage Loans were sold by Nomura Credit & Capital, Inc. (the
“Sponsor”) to NAAC. The Trust Fund was created pursuant to the Pooling and
        Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”), among NAAC, as depositor (the “Depositor”), the Sponsor, HSBC Bank
        USA, National Association, as trustee (the “Trustee”) and Wells Fargo Bank,
        N.A., as master servicer (the “Master Servicer”) and securities administrator
        (the “Securities Administrator”), a summary of certain of the pertinent
        provisions of which is set forth hereafter. To the extent not defined herein,
        capitalized terms used herein shall have the meaning ascribed to them in
        the
        Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of its acceptance hereof assents and by which
        such
        Holder is bound.

      


      Each
        Holder of this Certificate will be deemed to have agreed to be bound by the
        restrictions set forth in the Agreement to the effect that (i) each person
        holding or acquiring any Ownership Interest in this Certificate must be a
        United
        States Person and a Permitted Transferee, (ii) the transfer of any Ownership
        Interest in this Certificate will be conditioned upon the delivery to the
        Securities Administrator of, among other things, an affidavit to the effect
        that
        it is a United States Person and Permitted Transferee, (iii) any attempted
        or
        purported transfer of any Ownership Interest in this Certificate in violation
        of
        such restrictions will be absolutely null and void and will vest no rights
        in
        the purported transferee, and (iv) if any person other than a United States
        Person and a Permitted Transferee acquires any Ownership Interest in this
        Certificate in violation of such restrictions, then the Depositor will have
        the
        right, in its sole discretion and without notice to the Holder of this
        Certificate, to sell this Certificate to a purchaser selected by the Depositor,
        which purchaser may be the Depositor, or any affiliate of the Depositor,
        on such
        terms and conditions as the Depositor may choose.

      


      The
        Securities Administrator will distribute on the 25th day of each month, or,
        if
        such 25th day is not a Business Day, the immediately following Business Day
        (each, a “Distribution Date”), commencing on the First Distribution Date
        specified above, to the Person in whose name this Certificate is registered
        at
        the close of business on the last day (or if such last day is not a Business
        Day, the Business Day immediately preceding such last day) of the calendar
        month
        immediately preceding the month in which the Distribution Date occurs, an
        amount
        equal to the product of the Percentage Interest evidenced by this Certificate
        and the amounts required to be distributed to the Holders of Certificates
        of the
        same Class as this Certificate. The Assumed Final Distribution Date is the
        Distribution Date in the month of the latest scheduled maturity date of any
        Mortgage Loan.

      


      Distributions
        on this Certificate will be made by the Securities Administrator by check
        mailed
        to the address of the Person entitled thereto as such name and address shall
        appear on the Certificate Register or, if such Person so requests by notifying
        the Securities Administrator in writing as specified in the Agreement.
        Notwithstanding the above, the final distribution on this Certificate will
        be
        made after due notice by the Securities Administrator of the pendency of
        such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Securities Administrator for that purpose
        and
        designated in such notice.

      


      No
        transfer of this Certificate shall be made to any person unless the transferee
        provides a certification pursuant to Section 6.02(b) of the
        Agreement.

      


      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

      


      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Securities
        Administrator is not liable to the Certificateholders for any amount payable
        under this Certificate or the Agreement or, except as expressly provided
        in the
        Agreement, subject to any liability under the Agreement.

      


      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Securities Administrator.

      


      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Securities Administrator. The Certificates are limited in right of
        payment to certain collections and recoveries respecting the Mortgage Loans
        and
        other assets included in the Trust Fund relating to the Mortgage Loans, all
        as
        more specifically set forth in the Agreement.

      


      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of the Class or Classes
        of
        Certificates affected thereby evidencing over 50% of the Voting Rights of
        such
        Class or Classes. Any such consent by the Holder of this Certificate shall
        be
        conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        lieu
        hereof whether or not notation of such consent is made upon this Certificate.
        The Agreement also permits the amendment thereof, in certain limited
        circumstances, without the consent of the Holders of any of the
        Certificates.

      


      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Securities
        Administrator upon surrender of this Certificate for registration of transfer
        at
        the offices or agencies maintained by the Securities Administrator for such
        purposes, duly endorsed by, or accompanied by a written instrument of transfer
        in form satisfactory to the Securities Administrator duly executed by the
        Holder
        hereof or such Holder’s attorney duly authorized in writing, and thereupon one
        or more new Certificates in authorized denominations representing a like
        aggregate Percentage Interest will be issued to the designated
        transferee.

      


      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

      


      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Securities Administrator may require payment of a sum
        sufficient to cover any tax or other governmental charge payable in connection
        therewith. The Depositor, the Master Servicer, the Trustee, the Securities
        Administrator and any agent of any of them may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trustee, the Securities Administrator
        or
        any such agent shall be affected by notice to the contrary.

      


      The
        obligations created by the Agreement and the Trust Fund created thereby (other
        than the obligations to make payments to Certificateholders with respect
        to the
        termination of the Agreement) shall terminate upon the earlier of (i) the
        later
        of (A) the maturity or other liquidation (or Advance with respect thereto)
        of
        the last Mortgage Loan remaining in the Trust Fund and disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure of any
        Mortgage Loan and (B) the remittance of all funds due under the Agreement,
        or
        (ii) the optional repurchase by the party named in the Agreement of all the
        Mortgage Loans and other assets of the Trust Fund in accordance with the
        terms
        of the Agreement. Such optional repurchase may be made by the Master Servicer
        only on or after the Distribution Date on which the Stated Principal Balance
        of
        the Mortgage Loans is less than or equal to 10% of the Cut-off Date Principal
        Balance of the Mortgage Loans. The exercise of such right will effect the
        early
        retirement of the Certificates. In no event, however, will the Trust Fund
        created by the Agreement continue beyond the earlier of (i) the expiration
        of 21
        years after the death of certain persons identified in the Agreement and
        (ii)
        the Assumed Final Distribution Date.

      


      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Securities Administrator by manual signature, this Certificate shall not
        be
        entitled to any benefit under the Agreement, or be valid for any
        purpose.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Securities Administrator has caused this Certificate
        to be
        duly executed.

      


      
        	
                Dated: August
                  __, 2006

              	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Class R Certificates referred to in the within-mentioned
        Agreement.

      


      
        	 	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      ASSIGNMENT

      


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

      


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

      


      
        	 	 	 
	 	 	
                .

              


      

      


      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      


      


      DISTRIBUTION
        INSTRUCTIONS

      


      The
        assignee should include the following for purposes of distribution:

      


      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

       

      



      EXHIBIT
        B

       

      MORTGAGE
        LOAN SCHEDULE

       

      The
        Preliminary and Final Mortgage Loan Schedules shall set forth the following
        information with respect to each Mortgage Loan:

       

      
        	a)  	
                the
                  Mortgage Loan identifying number;

              


      

       

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

              


      

       

      
        	c)  	
                the
                  Servicing Fee Rate;

              


      

       

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

              


      

       

      
        	e)  	
                the
                  original months to maturity;

              


      

       

      
        	f)  	
                the
                  original principal balance;

              


      

       

      
        	g)  	
                the
                  Cut-off Date Principal Balance;

              


      

       

      
        	h)  	
                the
                  original term;

              


      

       

      
        	i)  	
                the
                  remaining term;

              


      

       

      
        	j)  	
                the
                  property type;

              


      

       

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

              


      

       

      
        	l)  	
                with
                  respect to each MOM Loan is subject to a Prepayment Charge, the
                  term of
                  such Prepayment Charge and the amount of such Prepayment
                  Charge;

              


      

       

      
        	m)  	
                the
                  Servicer;

              


      

       

      
        	n)  	
                whether
                  the Mortgage Loan is a Covered Mortgage Loan;
                  and

              


      

       

      
        	o)  	
                the
                  PMI Insurer Fee Rate, if
                  applicable.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT C

       

      

        MORTGAGE
          LOAN PURCHASE AGREEMENT

        


        This
          is a
          Mortgage Loan Purchase Agreement (this “Agreement”), dated August 30, 2006,
          between Nomura Credit & Capital, Inc., a Delaware corporation (the “Seller”)
          and Nomura Asset Acceptance Corporation, a Delaware corporation (the
“Purchaser”).

        


        Preliminary
          Statement

        


        The
          Seller intends to sell the Mortgage Loans (as hereinafter identified) and
          the
          Cap Contract to the Purchaser on the terms and subject to the conditions
          set
          forth in this Agreement. The Purchaser intends to deposit the Mortgage
          Loans
          into a mortgage pool comprising the Trust Fund. The Trust Fund will be
          evidenced
          by a single series of asset-backed certificates designated as Nomura Asset
          Acceptance Corporation, Alternative Loan Trust, Series 2006-WF1, Mortgage
          Pass-Through Certificates (the “Certificates”). The Certificates will consist of
          thirteen (13) classes of certificates. The Certificates will be issued
          pursuant
          to a Pooling and Servicing Agreement for Series 2006-WF1, dated as of August
          1,
          2006 (the “Pooling and Servicing Agreement”), among the Seller as sponsor, the
          Purchaser as depositor, Wells Fargo Bank, N.A. (“Wells Fargo”) as master
          servicer and securities administrator and HSBC Bank USA, National Association
          as
          trustee (the “Trustee”). The Purchaser will sell the Class A-1, Class A-2, Class
          A-3, Class A-4, Class A-5, Class A-6, Class M-1, Class M-2, Class M-3 and
          Class
          M-4 Certificates to Nomura Securities International, Inc. (“NSII”) and Citigroup
          Global Markets, Inc. (together with NSII, the “Underwriters”), pursuant to the
          Amended and Restated Underwriting Agreement between the Purchaser and NSII,
          dated July 1, 2006, and the Terms Agreement among the Purchaser and the
          Underwriters, dated August 29, 2006 (collectively, the “Underwriting
          Agreement”). Capitalized terms used but not defined herein shall have the
          meanings set forth in the Pooling and Servicing Agreement. Pursuant to
          the
          custodial agreement, dated as of August 1, 2006 (the “Custodial Agreement”),
          among the Trustee, Wells Fargo as servicer (the “Servicer”) and Wells Fargo as
          custodian (the “Custodian”), the Trustee intends to have the Custodian take
          possession of the Mortgages and Mortgage Notes, along with certain other
          documents specified in the Custodial Agreement, as the custodian of the
          Trustee,
          in accordance with the terms and conditions thereof.

        


        The
          parties hereto agree as follows:

        


        SECTION
          1.   Agreement
          to Purchase.
          The
          Seller hereby sells, and the Purchaser hereby purchases, on August 30,
          2006 (the
“Closing Date”), certain conventional, one-to four family, fixed-rate mortgage
          loans secured by first liens on residential real properties (the “Mortgage
          Loans”), having an aggregate principal balance as of the close of business on
          August 1, 2006 (the “Cut-off Date”) of approximately $340,979,043 (the “Closing
          Balance”), after giving effect to all payments due on the Mortgage Loans on or
          before the Cut-off Date, whether or not received, including the right to
          any
          Prepayment Charges payable by the related Mortgagors in connection with
          any
          Principal Prepayments on the Mortgage Loans.

        


        SECTION
          2.   Mortgage
          Loan Schedule.
          The
          Purchaser and the Seller have agreed upon which of the mortgage loans owned
          by
          the Seller are to be purchased by the Purchaser pursuant to this Agreement
          and
          the Seller will prepare or cause to be prepared on or prior to the Closing
          Date
          a final schedule (the “Closing Schedule”) that describes such Mortgage Loans and
          set forth all of the Mortgage Loans to be purchased under this Agreement,
          including the Prepayment Charges. The Closing Schedule will conform to
          the
          requirements set forth in this Agreement and to the definition of “Mortgage Loan
          Schedule” under the Pooling and Servicing Agreement.

        


        SECTION
          3.   Consideration.

        


        (a)  In
          consideration for the Mortgage Loans to be purchased hereunder, the Purchaser
          shall, as described in Section 10, (i) pay to or upon the order of the
          Seller in
          immediately available funds an amount (the “Purchase Price”) equal to (i)
          $____________*
          and (ii)
          a 100% interest in the Class X, Class P and Class R certificates (collectively
          the “Private Certificates”) which shall be registered in the name of Nomura
          Securities International, Inc.

        


        (b)  The
          Purchaser or any assignee, transferee or designee of the Purchaser shall
          be
          entitled to all scheduled payments of principal due after the Cut-off Date,
          all
          other payments of principal due and collected after the Cut-off Date, and
          all
          payments of interest on the Mortgage Loans allocable to the period after
          the
          Cut-off Date. All scheduled payments of principal and interest due on or
          before
          the Cut-off Date and collected after the Cut-off Date shall belong to the
          Seller.

        


        (c)  Pursuant
          to the Pooling and Servicing Agreement, the Purchaser will assign all of
          its
          right, title and interest in and to the Mortgage Loans, together with its
          rights
          under this Agreement, to the Trustee for the benefit of the
          Certificateholders.

        


        SECTION
          4.   Transfer
          of the Mortgage Loans.

        


        (a)  Possession
          of Mortgage Files.
          The
          Seller does hereby sell to the Purchaser, without recourse but subject
          to the
          terms of this Agreement, all of its right, title and interest in, to and
          under
          the Mortgage Loans, including the related Prepayment Charges. The contents
          of
          each Mortgage File not delivered to the Purchaser or to any assignee, transferee
          or designee of the Purchaser on or prior to the Closing Date are and shall
          be
          held in trust by the Seller for the benefit of the Purchaser or any assignee,
          transferee or designee of the Purchaser. Upon the sale of the Mortgage
          Loans,
          the ownership of each Mortgage Note, the related Mortgage and the other
          contents
          of the related Mortgage File is vested in the Purchaser and the ownership
          of all
          records and documents with respect to the related Mortgage Loan prepared
          by or
          that come into the possession of the Seller on or after the Closing Date
          shall
          immediately vest in the Purchaser and shall be delivered immediately to
          the
          Purchaser or as otherwise directed by the Purchaser.

        


        (b) Delivery
          of Mortgage Loan Documents.
          Pursuant
          to various conveyance documents to be executed on the Closing Date and
          pursuant
          to the Pooling and Servicing Agreement, the Purchaser will assign on the
          Closing
          Date all of its right, title and interest in and to the Mortgage Loans
          to the
          Trustee for the benefit of the Certificateholders. In connection with the
          transfer and assignment of the Mortgage Loans, the Seller has delivered
          or will
          deliver or cause to be delivered to the Trustee by the Closing Date or
          such
          later date as is agreed to by the Purchaser and the Seller (each of the
          Closing
          Date and such later date is referred to as a “Mortgage
          File Delivery Date”),
          the
          items of each Mortgage File as defined in section 2.01 of the Pooling and
          Servicing Agreement, provided,
          however,
          that in
          lieu of the foregoing, the Seller may deliver the following documents,
          under the
          circumstances set forth below: (x) in lieu of the original Mortgage, assignments
          to the Trustee or intervening assignments thereof which have been delivered,
          are
          being delivered or will upon receipt of recording information relating
          to the
          Mortgage required to be included thereon, be delivered to recording offices
          for
          recording and have not been returned in time to permit their delivery as
          specified above, the Seller may deliver a true copy thereof with a certification
          by the Seller on the face of such copy, substantially as follows: “Certified to
          be a true and correct copy of the original, which has been transmitted
          for
          recording;” (y) in lieu of the Mortgage, assignments to the Trustee or
          intervening assignments thereof, if the applicable jurisdiction retains
          the
          originals of such documents or if the originals are lost (in each case,
          as
          evidenced by a certification from the Seller to such effect), the Seller
          may
          deliver photocopies of such documents containing an original certification
          by
          the judicial or other governmental authority of the jurisdiction where
          such
          documents were recorded; and (z) in lieu of the Mortgage Notes relating
          to the
          Mortgage Loans, each identified in the list delivered by the Purchaser
          to the
          Trustee on the Closing Date and attached hereto as Exhibit
          2
          the
          Seller may deliver lost note affidavits and indemnities of the Seller;
          and
          provided further, however, that in the case of Mortgage Loans which have
          been
          prepaid in full after the Cut-off Date and prior to the Closing Date, the
          Seller, in lieu of delivering the above documents, may deliver to the Trustee
          a
          certification by the Seller to such effect. The Seller shall deliver such
          original documents (including any original documents as to which certified
          copies had previously been delivered) or such certified copies to the Trustee
          promptly after they are received. The Seller shall cause the Mortgage and
          intervening assignments, if any, and the assignment of the Mortgage to
          be
          recorded not later than 180 days after the Closing Date, or, in lieu of
          such
          assignments, shall provide an Opinion of Counsel pursuant to Section 6
          hereof to
          the effect that the recordation of such assignment is not necessary to
          protect
          the Trustee’s interest in the related Mortgage Loan. Upon the request of the
          Purchaser, the Seller will assist the Purchaser in effecting the assignment
          referred to above.

        
          

          
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        (c) In
          connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Seller further agrees that it will cause, at the Seller’s own
          expense, within thirty (30) days after the Closing Date, the MERS® System to
          indicate that such Mortgage Loans have been assigned by the Seller to the
          Purchaser and by the Purchaser to the Trustee in accordance with this Agreement
          for the benefit of the Certificateholders by including (or deleting, in
          the case
          of Mortgage Loans which are repurchased in accordance with this Agreement)
          in
          such computer files (a) the code in the field which identifies the specific
          Trustee and (b) the code in the field “Pool Field” which identifies the series
          of the Certificates issued in connection with such Mortgage Loans. The
          Seller
          further agrees that it will not, and will not permit the Servicer to alter
          the
          codes referenced in this paragraph with respect to any Mortgage Loan during
          the
          term of the Pooling and Servicing Agreement unless and until such Mortgage
          Loan
          is repurchased in accordance with the terms of the Pooling and Servicing
          Agreement. 

        


        (d) Acceptance
          of Mortgage Loans.
          The
          documents delivered pursuant to Section 4(b) hereof shall be reviewed by
          the
          Purchaser or any assignee, transferee or designee of the Purchaser at any
          time
          before or after the Closing Date (and with respect to each document permitted
          to
          be delivered after the Closing Date, within seven (7) days of its delivery)
          to
          ascertain that all required documents have been executed and received and
          that
          such documents relate to the Mortgage Loans identified on the Mortgage
          Loan
          Schedule.

        


        (e) Transfer
          of Interest in Agreements.
          The
          Purchaser has the right to assign its interest under this Agreement, in
          whole or
          in part, to the Trustee, as may be required to effect the purposes of the
          Pooling and Servicing Agreement, without the consent of the Seller, and
          the
          assignee shall succeed to the rights and obligations hereunder of the Purchaser.
          Any expense reasonably incurred by or on behalf of the Purchaser or the
          Trustee
          in connection with enforcing any obligations of the Seller under this Agreement
          will be promptly reimbursed by the Seller.

        


        SECTION
          5.   Examination
          of Mortgage Files.
          

        


        (a)  On
          or
          before the Mortgage File Delivery Date, the Seller will have made the Mortgage
          Files available to the Purchaser or its agent for examination which may
          be at
          the offices of the Trustee or the Seller and/or the Seller’s custodians. The
          fact that the Purchaser or its agent has conducted or has failed to conduct
          any
          partial or complete examination of the Mortgage Files shall not affect
          the
          Purchaser’s rights to demand cure, repurchase, substitution or other relief as
          provided in this Agreement. In furtherance of the foregoing, the Seller
          shall
          make the Mortgage Files available to the Purchaser or its agent from time
          to
          time so as to permit the Purchaser to confirm the Seller’s compliance with the
          delivery and recordation requirements of this Agreement and the Pooling
          and
          Servicing Agreement. In addition, upon request of the Purchaser, the Seller
          agrees to provide to the Purchaser, the Underwriters and to any investors
          or
          prospective investors in the Certificates information regarding the Mortgage
          Loans and their servicing, to make the Mortgage Files available to the
          Purchaser, the Underwriters and to such investors or prospective investors
          (which may be at the offices of the Seller and/or the Seller’s custodians) and
          to make available personnel knowledgeable about the Mortgage Loans for
          discussions with the Purchaser, the Underwriters and such investors or
          prospective investors, upon reasonable request during regular business
          hours,
          sufficient to permit the Purchaser, the Underwriters and such investors
          or
          potential investors to conduct such due diligence as any such party reasonably
          believes is appropriate.

        


        (b)  Pursuant
          to the Pooling and Servicing Agreement, on the Closing Date the Custodian
          on
          behalf of the Trustee, for the benefit of the Certificateholders, will
          review
          items of the Mortgage Files as set forth on Exhibit
          1
          and will
          deliver to the Seller a certification in the form attached as Exhibit 1
          to the
          Custodial Agreement.

        


        (c)  Pursuant
          to the Pooling and Servicing Agreement, the Trustee or the Custodian, on
          behalf
          of the Trustee, will review the Mortgage Files within 180 days of the Closing
          Date and will deliver to the Seller a final certification substantially
          in the
          form of Exhibit C-2 to the Custodial Agreement. If the Custodian is unable
          to
          deliver a final certification with respect to the items listed in Exhibit
          2
          due to
          any document that is missing, has not been executed or is unrelated, determined
          on the basis of the Mortgagor name, original principal balance and loan
          number,
          to the Mortgage Loans identified in the Final Mortgage Loan Schedule (a
          “Material
          Defect”),
          pursuant to Section 6 of the Custodial Agreement, the Custodian will notify
          the
          Trustee of such Material Defect and the Trustee shall notify the Seller
          of such
          Material Defect. The Seller shall correct or cure any such Material Defect
          within ninety (90) days from the date of notice from the Trustee of the
          Material
          Defect and if the Seller does not correct or cure such Material Defect
          within
          such period and such defect materially and adversely affects the interests
          of
          the Certificateholders in the related Mortgage Loan, the Seller will, in
          accordance with the terms of the Pooling and Servicing Agreement, within
          ninety
          (90) days of the date of notice, provide the Trustee with a Substitute
          Mortgage
          Loan (if within two (2) years of the Closing Date) or purchase the related
          Mortgage Loan at the applicable Purchase Price; provided, however, that
          if such
          defect relates solely to the inability of the Seller to deliver the original
          security instrument or intervening assignments thereof, or a certified
          copy
          because the originals of such documents, or a certified copy, have not
          been
          returned by the applicable jurisdiction, the Seller shall not be required
          to
          purchase such Mortgage Loan if the Seller delivers such original documents
          or
          certified copy promptly upon receipt, but in no event later than 360 days
          after
          the Closing Date. The foregoing repurchase obligation shall not apply in
          the
          event that the Seller cannot deliver such original or copy of any document
          submitted for recording to the appropriate recording office in the applicable
          jurisdiction because such document has not been returned by such office;
          provided that the Seller shall instead deliver a recording receipt of such
          recording office or, if such receipt is not available, a certificate of
          the
          Seller or a Servicing Officer confirming that such documents have been
          accepted
          for recording, and delivery to the Trustee shall be effected by the Seller
          within thirty (30) days of its receipt of the original recorded
          document.

        


        (d)  At
          the
          time of any substitution, the Seller shall deliver or cause to be delivered
          the
          Replacement Mortgage Loan, the related Mortgage File and any other documents
          and
          payments required to be delivered in connection with a substitution pursuant
          to
          the Pooling and Servicing Agreement. At the time of any purchase or
          substitution, the Trustee shall (i) assign to the Seller and cause the
          Custodian, on behalf of the Trustee, to release the documents (including,
          but
          not limited to, the Mortgage, Mortgage Note and other contents of the Mortgage
          File) in the possession of the Custodian, on behalf of the Trustee, relating
          to
          the Deleted Mortgage Loan and (ii) execute and deliver such instruments
          of
          transfer or assignment, in each case without recourse, as shall be necessary
          to
          vest in the Seller title to such Deleted Mortgage Loan.

        


        SECTION
          6. Recordation
          of Assignments of Mortgage.

        


        (a) The
          Seller will, promptly after the Closing Date, cause each Mortgage and each
          assignment of Mortgage from the Seller to the Trustee, and all unrecorded
          intervening assignments, if any, delivered on or prior to the Closing Date,
          to
          be recorded in all recording offices in the jurisdictions where the related
          Mortgaged Properties are located; provided,
          however,
          the
          Seller need not cause to be recorded any assignment for which (a) the related
          Mortgaged Property is located in (a) any jurisdiction under the laws of
          which,
          as evidenced by an Opinion of Counsel delivered by the Seller to the Trustee
          and
          the Rating Agencies, the recordation of such assignment is not necessary
          to
          protect the Trustee’s interest in the related Mortgage Loan or (b) MERS is
          identified on the Mortgage or on a properly recorded assignment of the
          Mortgage
          as mortgagee of record solely as nominee for Seller and its successors
          and
          assigns; provided,
          however,
          notwithstanding the delivery of any Opinion of Counsel, each assignment
          of
          Mortgage shall be submitted for recording by the Seller in the manner described
          above, at no expense to the Trust Fund or Trustee, upon the earliest to
          occur of
          (i) reasonable direction by the Holders of Certificates evidencing Percentage
          Interests aggregating not less than twenty-five percent (25%) of the Trust,
          (ii)
          the occurrence of an Event of Default, (iii) the occurrence of a bankruptcy,
          insolvency or foreclosure relating to the Seller, (iv) the occurrence of
          a
          servicing transfer as described in Section 8.02 of the Pooling and Servicing
          Agreement or (v) with respect to any assignment of Mortgage, the occurrence
          of a
          bankruptcy, insolvency or foreclosure relating to the Mortgagor under the
          related Mortgage.

        


        (b) While
          each such Mortgage or assignment is being recorded, if necessary, the Seller
          shall leave or cause to be left with the Custodian, on behalf of the Trustee,
          a
          certified copy of such Mortgage or assignment. In the event that, within
          180
          days of the Closing Date, the Trustee has not been provided with an Opinion
          of
          Counsel as described above or received evidence of recording with respect
          to
          each Mortgage Loan delivered to the Purchaser pursuant to the terms hereof
          or as
          set forth above and the related Mortgage Loan is not a MOM Loan, the failure
          to
          provide evidence of recording or such Opinion of Counsel shall be considered
          a
          Material Defect, and the provisions of Section 5(c) and (d) shall apply.
          All
          customary recording fees and reasonable expenses relating to the recordation
          of
          the assignments of mortgage to the Trustee or the Opinion of Counsel, as
          the
          case may be, shall be borne by the Seller.

        


        SECTION
          7. Representations,
          Warranties and Covenants of the Seller.

        


        The
          Seller hereby represents and warrants to the Purchaser, as of the date
          hereof
          and as of the Closing Date, and covenants, that:

        


        (i) The
          Seller is a corporation duly organized, validly existing and in good standing
          under the laws of the State of Delaware and is qualified and in good standing
          to
          do business in each jurisdiction where such qualification is necessary,
          except
          where the failure so to qualify would not reasonably be expected to have
          a
          material adverse effect on the Seller’s business as presently conducted or on
          the Seller’s ability to enter into this Agreement and to consummate the
          transactions contemplated hereby.

        


        (ii) The
          Seller has duly authorized the execution, delivery and performance of this
          Agreement, has duly executed and delivered this Agreement, and this Agreement,
          assuming due authorization, execution and delivery by the Purchaser, constitutes
          a legal, valid and binding obligation of the Seller, enforceable against
          it in
          accordance with its terms except as the enforceability thereof may be limited
          by
          bankruptcy, insolvency or reorganization or by general principles of
          equity.

        


        (iii) The
          execution, delivery and performance of this Agreement by the Seller (x)
          does not
          conflict and will not conflict with, does not breach and will not result
          in a
          breach of and does not constitute and will not constitute a default (or
          an
          event, which with notice or lapse of time or both, would constitute a default)
          under (A) any terms or provisions of the organizational documents of the
          Seller,
          (B) any term or provision of any material agreement, contract, instrument
          or
          indenture, to which the Seller is a party or by which the Seller or any
          of its
          property is bound, or (C) any law, rule, regulation, order, judgment, writ,
          injunction or decree of any court or governmental authority having jurisdiction
          over the Seller or any of its property and (y) does not create or impose
          and
          will not result in the creation or imposition of any lien, charge or encumbrance
          which would have a material adverse effect upon the Mortgage Loans or any
          documents or instruments evidencing or securing the Mortgage Loans.

        


        (iv) No
          consent, approval, authorization or order of, registration or filing with,
          or
          notice on behalf of the Seller to any governmental authority or court is
          required, under federal laws or the laws of the State of New York, for
          the
          execution, delivery and performance by the Seller of, or compliance by
          the
          Seller with, this Agreement or the consummation by the Seller of any other
          transaction contemplated hereby and by the Pooling and Servicing Agreement;
          provided, however, that the Seller makes no representation or warranty
          regarding
          federal or state securities laws in connection with the sale or distribution
          of
          the Certificates.

        


        (v) This
          Agreement does not contain any untrue statement of material fact or omit
          to
          state a material fact necessary to make the statements contained herein
          not
          misleading. The written statements, reports and other documents prepared
          and
          furnished or to be prepared and furnished by the Seller pursuant to this
          Agreement or in connection with the transactions contemplated hereby taken
          in
          the aggregate do not contain any untrue statement of material fact or omit
          to
          state a material fact necessary to make the statements contained therein
          not
          misleading.

        


        (vi) The
          Seller is not in violation of, and the execution and delivery of this Agreement
          by the Seller and its performance and compliance with the terms of this
          Agreement will not constitute a violation with respect to, any order or
          decree
          of any court or any order or regulation of any federal, state, municipal
          or
          governmental agency having jurisdiction over the Seller or its assets,
          which
          violation might have consequences that would materially and adversely affect
          the
          condition (financial or otherwise) or the operation of the Seller or its
          assets
          or might have consequences that would materially and adversely affect the
          performance of its obligations and duties hereunder.

        


        (vii) The
          Seller does not believe, nor does it have any reason or cause to believe,
          that
          it cannot perform each and every covenant contained in this
          Agreement.

        


        (viii) Immediately
          prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated,
          the Seller was the owner of the related Mortgage and the indebtedness evidenced
          by the related Mortgage Note, and, upon the payment to the Seller of the
          Purchase Price, in the event that the Seller retains or has retained record
          title, the Seller shall retain such record title to each Mortgage, each
          related
          Mortgage Note and the related Mortgage Files with respect thereto in trust
          for
          the Purchaser as the owner thereof from and after the date hereof.

        


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

        


        (x) The
          consummation of the transactions contemplated by this Agreement are in
          the
          ordinary course of business of the Seller, and the transfer, assignment
          and
          conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant
          to
          this Agreement are not subject to the bulk transfer or any similar statutory
          provisions in effect in any relevant jurisdiction, except any as may have
          been
          complied with.

        


        (xi) The
          Seller has not dealt with any broker, investment banker, agent or other
          person,
          except for the Purchaser or any of its affiliates, that may be entitled
          to any
          commission or compensation in connection with the sale of the Mortgage
          Loans
          (except that an entity that previously financed the Seller’s ownership of the
          Mortgage Loans may be entitled to a fee to release its security interest
          in the
          Mortgage Loans, which fee shall have been paid and which security interest
          shall
          have been released on or prior to the Closing Date).

        


        (xii) There
          is
          no litigation currently pending or, to the best of the Seller’s knowledge
          without independent investigation, threatened against the Seller that would
          reasonably be expected to adversely affect the transfer of the Mortgage
          Loans,
          the issuance of the Certificates or the execution, delivery, performance
          or
          enforceability of this Agreement, or that would result in a material adverse
          change in the financial condition of the Seller.

        


        (xiii) The
          information set forth in the applicable part of the Mortgage Loan Schedule
          relating to the existence of a Prepayment Charge is complete, true and
          correct
          in all material respects at the date or dates respecting which such information
          is furnished and each Prepayment Charge was originated in compliance with
          all
          applicable federal, state and local laws and is permissible and enforceable
          in
          accordance with its terms (except to the extent that: (1) the enforceability
          thereof may be limited by bankruptcy, insolvency, moratorium, receivership
          and
          other similar laws relating to creditors’ rights generally; (2) the
          collectability thereof may be limited due to acceleration in connection
          with a
          foreclosure; or (3) subsequent changes in applicable law may limit or prohibit
          enforceability thereof) under the applicable state law.

         

        (xiv) The Seller
          is a HUD approved mortgagee pursuant to Section 203 of the National Housing
          Act.

        


        SECTION
          8.  Representations
          and Warranties of the Seller Relating to the Mortgage Loans.

        


        The
          Seller hereby represents and warrants to the Purchaser that as to each
          Mortgage
          Loan as of the Closing Date:

        


        (i) Information
          provided to the Rating Agencies, including the loan level detail, is true
          and
          correct according to the Rating Agency requirements;

        


        (ii) No
          fraud
          has taken place on the part of the Mortgagor or any other party involved
          in the
          origination or servicing of the Mortgage Loan;

        


        (iii) No
          Monthly Payment required to be made under any Mortgage Loan has been, or
          will
          be, contractually delinquent by one month or more on, or at any time preceding,
          the date such Mortgage Loan was purchased by the Seller;

        


        (iv) Neither
          the Seller nor the related originator of the Mortgage Loan has advanced
          any
          Monthly Payment required under the terms of the Mortgage Note;

        


        (v) There
          are
          no delinquent taxes, assessment liens or insurance premiums affecting the
          related Mortgaged Property;

        


        (vi) The
          terms
          of the Mortgage Note and the Mortgage have not been materially impaired,
          waived,
          altered or modified in any respect, except by written instruments, recorded
          in
          the applicable public recording office if necessary to maintain the lien
          priority of the Mortgage. The substance of any such waiver, alteration
          or
          modification has been approved by the title insurer, to the extent required
          by
          the related policy. No Mortgagor has been released, in whole or in part,
          except
          in connection with an assumption agreement (approved by the title insurer
          to the
          extent required by the policy) and which assumption agreement has been
          delivered
          to the Trustee;

        


        (vii) The
          Mortgaged Property is insured against loss by fire and hazards of extended
          coverage (excluding earthquake insurance) in an amount which is at least
          equal
          to the lesser of (i) the amount necessary to compensate for any damage
          or loss
          to the improvements which are a part of such property on a replacement
          cost
          basis or (ii) the outstanding principal balance of the Mortgage Loan. If
          the
          Mortgaged Property is in an area identified on a flood hazard map or flood
          insurance rate map issued by the Federal Emergency Management Agency as
          having
          special flood hazards (and such flood insurance has been made available),
          a
          flood insurance policy meeting the requirements of the current guidelines
          of the
          Federal Insurance Administration is in effect. All such insurance policies
          contain a standard mortgagee clause naming the originator of the Mortgage
          Loan,
          its successors and assigns as mortgagee and the Seller has not engaged
          in any
          act or omission which would impair the coverage of any such insurance policies.
          Except as may be limited by applicable law, the Mortgage obligates the
          Mortgagor
          thereunder to maintain all such insurance at the Mortgagor's cost and expense,
          and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage
          to maintain such insurance at Mortgagor's cost and expense and to seek
          reimbursement therefor from the Mortgagor;

        


        (viii) Each
          Mortgage Loan and the related Prepayment Charge, if any, complied in all
          material respects with any and all requirements of any federal, state or
          local
          law including, without limitation, usury, truth in lending, anti-predatory
          lending, real estate settlement procedures, consumer credit protection,
          equal
          credit opportunity, fair housing or disclosure laws applicable to the
          origination and servicing of the Mortgage Loans and the consummation of
          the
          transactions contemplated hereby will not involve the violation of any
          such
          laws;

        


        (ix) The
          Mortgage has not been satisfied, cancelled, subordinated or rescinded,
          in whole
          or in part, and the Mortgaged Property has not been released from the lien
          of
          the Mortgage, in whole or in part, nor has any instrument been executed
          that
          would effect any such satisfaction, cancellation, subordination, rescission
          or
          release;

        


        (x) 
          The
          Mortgage was recorded or was submitted for recording in accordance with
          all
          applicable laws and is a valid, existing and enforceable perfected first
          lien on
          the Mortgaged Property including all improvements on the Mortgaged Property,
          subject only to (a) the lien of the current real property taxes and (b)
          covenants, conditions and restrictions, rights of way and
          easements;

        


        (xi) The
          Mortgage Note and the related Mortgage are genuine and each is the legal,
          valid
          and binding obligation of the maker thereof, insured under the related
          title
          policy, and enforceable in accordance with its terms, except to the extent
          that
          the enforceability thereof may be limited by a bankruptcy, insolvency or
          reorganization;

        


        (xii) The
          Seller is the sole legal, beneficial and equitable owner of the Mortgage
          Note
          and the Mortgage and has the full right to convey, transfer and sell the
          Mortgage Loan to the Purchaser free and clear of any encumbrance, equity,
          lien,
          pledge, charge, claim or security interest and immediately upon the sale,
          assignment and endorsement of the Mortgage Loans from the Seller to the
          Purchaser, the Purchaser shall have good and indefeasible title to and
          be the
          sole legal owner of the Mortgage Loans subject only to any encumbrance,
          equity,
          lien, pledge, charge, claim or security interest arising out of the Purchaser’s
          actions;

        


        (xiii) Each
          Mortgage Loan is covered by a valid and binding American Land Title Association
          lender's title insurance policy issued by a title insurer qualified to
          do
          business in the jurisdiction where the Mortgaged Property is located, which
          title insurance policy is generally acceptable to Fannie Mae and Freddie
          Mac. No
          claims have been filed under such lender's title insurance policy, and
          the
          Seller has not done, by act or omission, anything that would impair the
          coverage
          of the lender's title insurance policy;

        


        (xiv) There
          is
          no material default, breach, violation event or event of acceleration existing
          under the Mortgage or the Mortgage Note and no event which, with the passage
          of
          time or with notice and the expiration of any grace or cure period, would
          constitute a material default, breach, violation or event of acceleration,
          and
          the Seller has not, nor has its predecessors, waived any material default,
          breach, violation or event of acceleration;

        


        (xv) There
          are
          no mechanics' or similar liens or claims which have been filed for work,
          labor
          or material provided to the related Mortgaged Property prior to the origination
          of the Mortgage Loan which are or may be liens prior to, or equal or coordinate
          with, the lien of the related Mortgage, except as may be disclosed in the
          related title policy;

        


        (xvi) Each
          Mortgage Note is payable on the first day of each month in equal monthly
          installments of principal and interest (subject to adjustment in the case
          of the
          adjustable rate Mortgage Loans), with interest calculated on a 30/360 basis
          and
          payable in arrears, sufficient to amortize the Mortgage Loan fully by the
          stated
          maturity date over an original term from commencement of amortization to
          not
          more than thirty (30) years. No Mortgage Loan is a balloon loan. No Mortgage
          Loan permits negative amortization;

        


        (xvii) The
          servicing practices used in connection with the servicing of the Mortgage
          Loans
          have been in all respects reasonable and customary in the mortgage servicing
          industry of like mortgage loan servicers, servicing mortgage loans similar
          to
          the Mortgage Loans in the same jurisdiction as the Mortgaged
          Property;

        


        (xviii) At
          the
          time of origination of the Mortgage Loan there was no proceeding pending
          for the
          total or partial condemnation of the Mortgaged Property and, as of the
          date such
          Mortgage Loan was purchased by the Purchaser, to the best of the Purchaser’s
          knowledge there is no proceeding pending for the total or partial condemnation
          of the Mortgaged Property;

        


        (xix) The
          Mortgage and related Mortgage Note contain customary and enforceable provisions
          such as to render the rights and remedies of the holder thereof adequate
          for the
          realization against the Mortgaged Property of the benefits of the security
          provided thereby, including, (a) in the case of a Mortgage designated as
          a deed
          of trust, by trustee's sale, and (b) otherwise by judicial
          foreclosure;

        


        (xx) The
          Mortgage Note is not and has not been secured by any collateral except
          the lien
          of the related Mortgage referred to in subsection (x) above;

        


        (xxi) In
          the
          event the Mortgage constitutes a deed of trust, a trustee, duly qualified
          under
          applicable law to serve as such, has been properly designated and currently
          so
          serves and is named in the Mortgage, and no fees or expenses are or will
          become
          payable by the Seller to the trustee under the deed of trust, except in
          connection with a trustee's sale after default by the Mortgagor;

        


        (xxii) The
          Mortgage Loan is not subject to any valid right of rescission, set-off,
          counterclaim or defense, including without limitation the defense of usury,
          nor
          will the operation of any of the terms of the Mortgage Note or the Mortgage,
          or
          the exercise of any right thereunder, render either the Mortgage Note or
          the
          Mortgage unenforceable, in whole or in part, or subject to any such right
          of
          rescission, set-off, counterclaim or defense, including without limitation
          the
          defense of usury, and no such right of rescission, set-off, counterclaim
          or
          defense has been asserted with respect thereto;

        


        (xxiii) The
          Mortgaged Property is free of material damage and in good repair, excepting
          therefrom any Mortgage Loan subject to an escrow withhold as shown on the
          Mortgage Loan Schedule;

        


        (xxiv) All
          of
          the improvements which were included in determining the appraised value
          of the
          Mortgaged Property lie wholly within the Mortgaged Property's boundary
          lines and
          no improvements on adjoining properties encroach upon the Mortgaged Property,
          excepting therefrom: (i) any encroachment insured against in the lender's
          title
          insurance policy identified in clause (xiii) above, (ii) any encroachment
          generally acceptable to mortgage loan originators doing business in the
          same
          jurisdiction as the Mortgaged Property, and (iii) any encroachment which
          does
          not materially interfere with the benefits of the security intended to
          be
          provided by such Mortgage;

        


        (xxv) All
          parties to the Mortgage Note had the legal capacity to execute the Mortgage
          Note
          and the Mortgage, and the Mortgage Note and the Mortgage have been duly
          executed
          by such parties;

        


        (xxvi) To
          the
          best of the Seller’s knowledge, at the time of origination of the Mortgage Loan,
          no appraised improvement located on or being part of the Mortgaged Property
          was
          in violation of any applicable zoning law or regulation and all inspections,
          licenses and certificates required in connection with the origination of
          any
          Mortgage Loan with respect to the occupancy of the Mortgaged Property,
          have been
          made or obtained from the appropriate authorities;

        


        (xxvii) No
          Mortgagor has notified the Seller of any relief requested or allowed under
          the
          Servicemember’s Civil Relief Act;

        


        (xxviii) 
          All
          parties which have held an interest in the Mortgage Loan are (or during
          the
          period in which they held and disposed of such interest, were) (1) in compliance
          with any and all applicable licensing requirements of the state wherein
          the
          Mortgaged Property is located, (2) organized under the laws of such state,
          (3)
          qualified to do business in such state, (4) a federal savings and loan
          association or national bank, (5) not doing business in such state, or
          (6)
          exempt from the applicable licensing requirements of such state;

        


        (xxix) The
          Mortgage File contains an appraisal of the related Mortgaged Property which
          was
          made prior to the approval of the Mortgage Loan by a qualified appraiser,
          duly
          appointed by the related originator and was made in accordance with the
          Financial Institutions Reform, Recovery, and Enforcement Act of 1989 and
          the
          Uniform Standards of Professional Appraisal Practice;

        


        (xxx) Except
          as
          may otherwise be limited by applicable law, the Mortgage contains an enforceable
          provision for the acceleration of the payment of the unpaid principal balance
          of
          the Mortgage Loan in the event that the Mortgaged Property is sold or
          transferred without the prior written consent of the Mortgagee
          thereunder;

        


        (xxxi) The
          Mortgage Loan does not contain any provision which would constitute a “buydown”
provision and pursuant to which Monthly Payments are paid or partially
          paid with
          funds deposited in a separate account established by the related originator,
          the
          Mortgagor or anyone on behalf of the Mortgagor, or paid by any source other
          than
          the Mortgagor. The Mortgage Loan is not a “graduated payment mortgage loan” and
          the Mortgage loan does not have a shared appreciation or other contingent
          interest feature;

        


        (xxxii) To
          the
          best of the Seller's knowledge there is no action or proceeding directly
          involving the Mortgaged Property presently pending in which compliance
          with any
          environmental law, rule or regulation is at issue and the Seller has received
          no
          notice of any condition at the Mortgaged Property which is reasonably likely
          to
          give rise to an action or proceeding in which compliance with any environmental
          law, rule or regulation is at issue;

        


        (xxxiii)
          Each Mortgage Loan is an obligation which is principally secured by an
          interest
          in real property within the meaning of Treasury Regulation section
          1.860G-2(a);

        


        (xxxiv)
          Each Mortgage Loan is directly secured by a first lien on, and consists
          of a
          single parcel of, real property with a detached one-to-four family residence
          erected thereon, a townhouse or an individual condominium unit in a condominium
          project, or an individual unit in a planned unit development (“PUD”). No
          residence or dwelling is a leasehold, mobile home or a manufactured dwelling
          unless it is an Acceptable Manufactured Dwelling. An “Acceptable Manufactured
          Dwelling” is a manufactured dwelling, which is permanently affixed to a
          foundation and treated as “real estate” under applicable law. No Mortgaged
          Property is used for commercial purposes. Mortgaged Properties which contain
          a
          home office shall not be considered as being used for commercial purposes
          as
          long as the Mortgaged Property has not been altered for commercial purposes
          and
          is not storing any chemicals or raw materials other than those commonly
          used for
          homeowner repair, maintenance and/or household purposes; 

        


        (xxxv)
          The first scheduled Monthly Payment under the terms of each Mortgage Note
          was
          received by the Servicer by the 30th day following the related due date;
          

        


        (xxxvi)
          To the best of the Seller’s knowledge, the servicer for each Mortgage Loan has
          accurately and fully reported its borrower credit files to each of the
          credit
          repositories in a timely manner;

        


        (xxxvii) No
          Mortgage Loan is subject to the Home Ownership and Equity Protection Act
          of 1994
          (“HOEPA”) or any comparable law and no Mortgage Loan is classified and/or
          defined as a “high cost”, “covered” (excluding home loans defined as “covered
          home loans” in the New Jersey Home Ownership Security Act of 2002 that were
          originated between November 26, 2003 and July 7, 2004), “high risk home” or
“predatory” loan under any other federal, state or local law or regulation or
          ordinance (or a similarly classified loan using different terminology under
          a
          law imposing heightened regulatory scrutiny or additional legal liability
          for
          residential mortgage loans having high interest rates, points and/or
          fees);

        


        (xxxviii)No
          Mortgage Loan was selected from the mortgage loans in the Seller’s portfolio in
          a manner so as to affect adversely the interests of the Purchaser;

        


        (xxxix) Each
          Mortgage File contains a full appraisal on form 1004 or 2055 with an interior
          inspection (or the equivalent form for two-to four-family and investor
          properties), or on a similar alternate form which includes substantially
          similar
          information to that required such forms, as applicable;

        


        (xl) Each
          Mortgage Loan is and will be a mortgage loan arising out of the originator’s
          practice in accordance with the originator’s underwriting guidelines;


        


        (xli)  As
          of the
          Closing Date, the Seller has no knowledge of any fact that should lead
          it to
          expect that the Mortgage Loan will not be paid in full when due;

         

        (xlii)  No
          loan
          is a high cost loan or a covered loan, as applicable (as such terms are
          defined
          in the then current Standard & Poor’s LEVELS Version 5.7 Glossary Revised,
          Appendix E;

         

        (xliii)  No
          Mortgage Loan originated on or after October 1, 2002 through and including
          March
          6, 2003 is governed by the Georgia Fair Lending Act (the “Georgia
          Act”);

         

        (xliv)  The
          prepayment penalties included in the transaction are enforceable and were
          originated in compliance with all applicable federal, state and local
          laws;

         

        (xlv)  The
          information set forth in the Prepayment Penalty Schedule is complete, true
          and
          correct in all material respects at the date or dates on which such information
          is furnished respecting with such information is furnished, and each prepayment
          penalty is permissible and enforceable in accordance with its terms upon
          the
          mortgagor's full and voluntary principal prepayment under applicable law,
          except
          to the extent that: (1) the enforceability thereof may be limited by bankruptcy,
          insolvency, moratorium, receivership and other similar laws relating to
          creditors' rights; (2) the collectability thereof may be limited due to
          acceleration in connection with a foreclosure or other involuntary prepayment;
          or (3) subsequent changes in applicable law may limit or prohibit enforceability
          thereof under applicable law; and

         

        (xlvi)  Each
          mortgage loan and prepayment penalty associated with the mortgage loan
          at
          origination complied in all material respects with applicable local, state
          and
          federal laws, including, without limitation, usury, equal credit opportunity,
          real estate settlement procedures, truth-in-lending and disclosure laws,
          and the
          consummation of the transactions contemplated hereby will not involve the
          violation of any such laws.

        


        SECTION
          9. Repurchase
          Obligation for Defective Documentation and for Breach of Representation
          and
          Warranty.

        


        (a)  The
          representations and warranties contained in Section 8 shall not be impaired
          by
          any review and examination of loan files or other documents evidencing
          or
          relating to the Mortgage Loans or any failure on the part of the Seller
          or the
          Purchaser to review or examine such documents and shall inure to the benefit
          of
          any assignee, transferee or designee of the Purchaser, including the Trustee
          for
          the benefit of the Certificateholders. With respect to the representations
          and
          warranties contained herein as to which the Seller has no knowledge, if
          it is
          discovered that the substance of any such representation and warranty was
          inaccurate as of the date such representation and warranty was made or
          deemed to
          be made, and such inaccuracy materially and adversely affects the value
          of the
          related Mortgage Loan or the interest therein of the Purchaser or the
          Purchaser’s assignee, transferee or designee, then notwithstanding the lack of
          knowledge by the Seller with respect to the substance of such representation
          and
          warranty being inaccurate at the time the representation and warranty was
          made,
          the Seller shall take such action described in the following paragraph
          in
          respect of such Mortgage Loan. 

        


        Upon
          discovery by the Seller, the Purchaser or any assignee, transferee or designee
          of the Purchaser of any materially defective document in, or that any material
          document was not transferred by the Seller (as listed on an exception report
          attached to the initial certification prepared by the Custodian, on behalf
          of
          the Trustee), or of a breach of any of the representations and warranties
          contained in Section 8 that materially and adversely affects the value
          of any
          Mortgage Loan or the interest therein of the Purchaser or the Purchaser’s
          assignee, transferee or designee, the party discovering such breach shall
          give
          prompt written notice to the Seller. Within 365 days of its discovery or
          its
          receipt of notice of any such missing documentation that was not transferred
          by
          the Seller as described above, or of materially defective documentation,
          or
          within 120 days of any such breach of a representation and warranty, the
          Seller
          promptly shall deliver such missing document or cure such defect or breach
          in
          all material respects or, in the event the Seller cannot deliver such missing
          document or cannot cure such defect or breach, the Seller shall, within
          365 days
          of its discovery or receipt of notice of any such missing or materially
          defective documentation or within 120 days of any such breach of a
          representation and warranty, either (i) repurchase the affected Mortgage
          Loan at
          the Purchase Price (as such term is defined in the Pooling and Servicing
          Agreement) or (ii) pursuant to the provisions of the Pooling and Servicing
          Agreement, cause the removal of such Mortgage Loan from the Trust Fund
          and
          substitute one or more Replacement Mortgage Loans. The Seller shall amend
          the
          Closing Schedule to reflect the withdrawal of such Mortgage Loan from the
          terms
          of this Agreement and the Pooling and Servicing Agreement. The Seller shall
          deliver to the Purchaser such amended Closing Schedule and shall deliver
          such
          other documents as are required by this Agreement or the Pooling and Servicing
          Agreement within five (5) days of any such amendment. Any repurchase pursuant
          to
          this Section 9(a) shall be accomplished by transfer to an account designated
          by
          the Purchaser of the amount of the Purchase Price in accordance with Section
          2.03 of the Pooling and Servicing Agreement. Any repurchase required by
          this
          Section shall be made in a manner consistent with Section 2.03 of the Pooling
          and Servicing Agreement. 

        


        (b)  If
          the
          representation made by the Seller in Section 7(xiii) is breached, the Seller
          shall not have the right or obligation to cure, substitute or repurchase
          the
          affected Mortgage Loan but shall remit to the Servicer for deposit in the
          Collection Account, prior to the next succeeding Servicer Remittance Date,
          the
          amount of the Prepayment Charge indicated on the applicable part of the
          Mortgage
          Loan Schedule to be due from the Mortgagor in the circumstances less any
          amount
          collected and remitted to the Servicer for deposit into the Collection
          Account.

        


        (c)  It
          is
          understood and agreed that the obligations of the Seller set forth in this
          Section 9 to cure or repurchase a defective Mortgage Loan (and to make
          payments
          pursuant to Section 9(b)) constitute the sole remedies of the Purchaser
          against
          the Seller respecting a missing document or a breach of the representations
          and
          warranties contained in Section 8. 

        


        SECTION
          10. Closing;
          Payment for the Mortgage Loans. The
          closing of the purchase and sale of the Mortgage Loans shall be held at
          the New
          York City office of Thacher Proffitt & Wood llp
          at 10:00
          a.m. New York City time on the Closing Date.

        


        The
          closing shall be subject to each of the following conditions:

        


        (a) All
          of
          the representations and warranties of the Seller under this Agreement shall
          be
          true and correct in all material respects as of the date as of which they
          are
          made and no event shall have occurred which, with notice or the passage
          of time,
          would constitute a default under this Agreement;

        


        (b) The
          Purchaser shall have received, or the attorneys of the Purchaser shall
          have
          received in escrow (to be released from escrow at the time of closing),
          all
          Closing Documents as specified in Section 11 of this Agreement, in such
          forms as
          are agreed upon and acceptable to the Purchaser, duly executed by all
          signatories other than the Purchaser as required pursuant to the respective
          terms thereof;

        


        (c) The
          Seller shall have delivered or caused to be delivered and released to the
          Purchaser or to its designee, all documents (including without limitation,
          the
          Mortgage Loans) required to be so delivered by the Purchaser pursuant to
          Section
          2.01 of the Pooling and Servicing Agreement; and

        


        (d) All
          other
          terms and conditions of this Agreement and the Pooling and Servicing Agreement
          shall have been complied with.

        


        Subject
          to the foregoing conditions, the Purchaser shall deliver or cause to be
          delivered to the Seller on the Closing Date, against delivery and release
          by the
          Seller to the Trustee of all documents required pursuant to the Pooling
          and
          Servicing Agreement, the consideration for the Mortgage Loans as specified
          in
          Section 3 of this Agreement.

        


        SECTION
          11. Closing
          Documents.
          Without
          limiting the generality of Section 8 hereof, the closing shall be subject
          to
          delivery of each of the following documents:

        


        (a) An
          Officers’ Certificate of the Seller, dated the Closing Date, upon which the
          Purchaser and the Underwriters may rely with respect to certain facts regarding
          the sale of the Mortgage Loans by the Seller to the Purchaser;

        


        (b) An
          Opinion of Counsel of the Seller, dated the Closing Date and addressed
          to the
          Purchaser and the Underwriters;

        


        (c) Such
          opinions of counsel as the Rating Agencies or the Trustee may request in
          connection with the sale of the Mortgage Loans by the Seller to the Purchaser
          or
          the Seller’s execution and delivery of, or performance under, this Agreement;
          and

        


        (d) Such
          further information, certificates, opinions and documents as the Purchaser
          or
          the Underwriters may reasonably request.

        


        SECTION
          12. Costs.
          The
          Seller shall pay (or shall reimburse the Purchaser or any other Person
          to the
          extent that the Purchaser or such other Person shall pay) all costs and
          expenses
          incurred in connection with the transfer and delivery of the Mortgage Loans,
          including without limitation, fees for title policy endorsements and
          continuations, the fees and expenses of the Seller’s accountants and attorneys,
          the costs and expenses incurred in connection with producing the Servicer’s loan
          loss, foreclosure and delinquency experience, and the costs and expenses
          incurred in connection with obtaining the documents referred to in Sections
          11(b) and 11(c), the costs and expenses of printing (or otherwise reproducing)
          and delivering this Agreement, the Pooling and Servicing Agreement, the
          Certificates, the prospectus and prospectus supplement, and any private
          placement memorandum relating to the Certificates and other related documents,
          the initial fees, costs and expenses of the Trustee and its counsel, the
          fees
          and expenses of the Purchaser’s counsel in connection with the preparation of
          all documents relating to the securitization of the Mortgage Loans, the
          filing
          fee charged by the Securities and Exchange Commission for registration
          of the
          Certificates and the fees charged by any rating agency to rate the Certificates.
          The Seller shall pay all costs and expenses related to recording the Assignments
          of Mortgage. All other costs and expenses in connection with the transactions
          contemplated hereunder shall be borne by the party incurring such
          expense.

        


        SECTION
          13. Mandatory
          Delivery; Grant of Security Interest.
          The
          sale and delivery on the Closing Date of the Mortgage Loans described on
          the
          Mortgage Loan Schedule in accordance with the terms and conditions of this
          Agreement is mandatory. It is specifically understood and agreed that each
          Mortgage Loan is unique and identifiable on the date hereof and that an
          award of
          money damages would be insufficient to compensate the Purchaser for the
          losses
          and damages incurred by the Purchaser in the event of the Seller’s failure to
          deliver the Mortgage Loans on or before the Closing Date. The Seller hereby
          grants to the Purchaser a lien on and a continuing security interest in
          the
          Seller’s interest in each Mortgage Loan and each document and instrument
          evidencing each such Mortgage Loan to secure the performance by the Seller
          of
          its obligation hereunder, and the Seller agrees that it holds such Mortgage
          Loans in custody for the Purchaser, subject to the Purchaser’s (i) right, prior
          to the Closing Date, to reject any Mortgage Loan to the extent permitted
          by this
          Agreement and (ii) obligation to deliver or cause to be delivered the
          consideration for the Mortgage Loans pursuant to Section 3 hereof. Any
          Mortgage
          Loans rejected by the Purchaser shall concurrently therewith be released
          from
          the security interest created hereby. All rights and remedies of the Purchaser
          under this Agreement are distinct from, and cumulative with, any other
          rights or
          remedies under this Agreement or afforded by law or equity and all such
          rights
          and remedies may be exercised concurrently, independently or
          successively.

        


        Notwithstanding
          the foregoing, if on the Closing Date, each of the conditions set forth
          in
          Section 10 hereof shall have been satisfied and the Purchaser shall not
          have
          paid or caused to be paid the Purchase Price, or any such condition shall
          not
          have been waived or satisfied and the Purchaser determines not to pay or
          cause
          to be paid the Purchase Price, the Purchaser shall immediately effect the
          redelivery of the Mortgage Loans, if delivery to the Purchaser has occurred,
          and
          the security interest created by this Section 13 shall be deemed to have
          been
          released.

        


        SECTION
          14. Notices.
          All
          demands, notices and communications hereunder shall be in writing and shall
          be
          deemed to have been duly given if personally delivered to or mailed by
          registered mail, postage prepaid, or transmitted by fax and, receipt of
          which is
          confirmed by telephone, if to the Purchaser, addressed to the Purchaser
          at Two
          World Financial Center, Building B, 21st
          Floor,
          New York, New York 10281, fax: (212) 667-1024, Attention: Legal Department
          (NAAC
          2006-WF1), or such other address as may hereafter be furnished to the Seller
          in
          writing by the Purchaser; and if to the Seller, addressed to the Seller
          at Two
          World Financial Center, Building B, 21st
          Floor,
          New York, New York 10281, fax: (212) 667-9680, Attention: Brett Marvin,
          or to
          such other address as the Seller may designate in writing to the
          Purchaser.

        


        SECTION
          15. Severability
          of Provisions.
          Any
          part, provision, representation or warranty of this Agreement that is prohibited
          or that is held to be void or unenforceable shall be ineffective to the
          extent
          of such prohibition or unenforceability without invalidating the remaining
          provisions hereof. Any part, provision, representation or warranty of this
          Agreement that is prohibited or unenforceable or is held to be void or
          unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
          to the extent of such prohibition or unenforceability without invalidating
          the
          remaining provisions hereof, and any such prohibition or unenforceability
          in any
          jurisdiction as to any Mortgage Loan shall not invalidate or render
          unenforceable such provision in any other jurisdiction. To the extent permitted
          by applicable law, the parties hereto waive any provision of law which
          prohibits
          or renders void or unenforceable any provision hereof.

        


        SECTION
          16. Agreement
          of Parties.
          The
          Seller and the Purchaser each agree to execute and deliver such instruments
          and
          take such actions as either of the others may, from time to time, reasonably
          request in order to effectuate the purpose and to carry out the terms of
          this
          Agreement and the Pooling and Servicing Agreement.

        


        SECTION
          17. Survival.
          The
          Seller agrees that the representations, warranties and agreements made
          by it
          herein and in any certificate or other instrument delivered pursuant hereto
          shall be deemed to be relied upon by the Purchaser, notwithstanding any
          investigation heretofore or hereafter made by the Purchaser or on its behalf,
          and that the representations, warranties and agreements made by the Seller
          herein or in any such certificate or other instrument shall survive the
          delivery
          of and payment for the Mortgage Loans and shall continue in full force
          and
          effect, notwithstanding any restrictive or qualified endorsement on the
          Mortgage
          Notes and notwithstanding subsequent termination of this Agreement, the
          Pooling
          and Servicing Agreement or the Trust Fund.

        


        SECTION
          18. GOVERNING
          LAW.
          THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES
          OF THE
          PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
          LAWS
          (EXCLUDING THE CHOICE OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF
          NEW YORK.
          THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE
          NEW YORK
          GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

        


        SECTION
          19. Miscellaneous.
          This
          Agreement may be executed in two or more counterparts, each of which when
          so
          executed and delivered shall be an original, but all of which together
          shall
          constitute one and the same instrument. This Agreement shall inure to the
          benefit of and be binding upon the parties hereto and their respective
          successors and assigns. This Agreement supersedes all prior agreements
          and
          understandings relating to the subject matter hereof. Neither this Agreement
          nor
          any term hereof may be changed, waived, discharged or terminated orally,
          but
          only by an instrument in writing signed by the party against whom enforcement
          of
          the change, waiver, discharge or termination is sought. The headings in
          this
          Agreement are for purposes of reference only and shall not limit or otherwise
          affect the meaning hereof.

        


        It
          is the
          express intent of the parties hereto that the conveyance of the Mortgage
          Loans
          by the Seller to the Purchaser as provided in Section 4 hereof be, and
          be
          construed as, a sale of the Mortgage Loans by the Seller to the Purchaser
          and
          not as a pledge of the Mortgage Loans by the Seller to the Purchaser to
          secure a
          debt or other obligation of the Seller. However, in the event that,
          notwithstanding the aforementioned intent of the parties, the Mortgage
          Loans are
          held to be property of the Seller, then (a) it is the express intent of
          the
          parties that such conveyance be deemed a pledge of the Mortgage Loans by
          the
          Seller to the Purchaser to secure a debt or other obligation of the Seller
          and
          (b) (1) this Agreement shall also be deemed to be a security agreement
          within
          the meaning of Articles 8 and 9 of the New York Uniform Commercial Code;
          (2) the
          conveyance provided for in Section 4 hereof shall be deemed to be a grant
          by the
          Seller to the Purchaser of a security interest in all of the Seller’s right,
          title and interest in and to the Mortgage Loans and all amounts payable
          to the
          holders of the Mortgage Loans in accordance with the terms thereof and
          all
          proceeds of the conversion, voluntary or involuntary, of the foregoing
          into
          cash, instruments, securities or other property, including without limitation
          all amounts, other than investment earnings, from time to time held or
          invested
          in the Collection Account whether in the form of cash, instruments, securities
          or other property; (3) the possession by the Purchaser or its agent of
          Mortgage
          Notes, the related Mortgages and such other items of property that constitute
          instruments, money, negotiable documents or chattel paper shall be deemed
          to be
“possession by the secured party” for purposes of perfecting the security
          interest pursuant to Section 9-305 of the New York Uniform Commercial Code;
          and
          (4) notifications to persons holding such property and acknowledgments,
          receipts
          or confirmations from persons holding such property shall be deemed
          notifications to, or acknowledgments, receipts or confirmations from, financial
          intermediaries, bailees or agents (as applicable) of the Purchaser for
          the
          purpose of perfecting such security interest under applicable law. Any
          assignment of the interest of the Purchaser pursuant to Section 4(d) hereof
          shall also be deemed to be an assignment of any security interest created
          hereby. The Seller and the Purchaser shall, to the extent consistent with
          this
          Agreement, take such actions as may be necessary to ensure that, if this
          Agreement were deemed to create a security interest in the Mortgage Loans,
          such
          security interest would be deemed to be a perfected security interest of
          first
          priority under applicable law and will be maintained as such throughout
          the term
          of this Agreement and the Pooling and Servicing Agreement.

        


        [Signature
          page to follow]

        


        


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

              
              

            

          




        IN
          WITNESS WHEREOF, the Purchaser and the Seller have caused their names to
          be
          signed by their respective officers thereunto duly authorized as of the
          date
          first above written.

        


        
          	
                  NOMURA
                    CREDIT & CAPITAL, INC.

                
	 	 
	
                  By:

                	 
	
                  Name:

                	 
	
                  Title:

                	 
	 
	 
	
                  NOMURA
                    ASSET ACCEPTANCE CORPORATION

                
	 	 
	
                  By:

                	 
	
                  Name:

                	
                  John
                    P. Graham

                
	
                  Title:

                	
                  President

                


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          1

        


        CONTENTS
          OF MORTGAGE FILE

        


        With
          respect to each Mortgage Loan, the Mortgage File shall include each of
          the
          following items, which shall be available for inspection by the Purchaser
          or its
          designee, and which shall be delivered to the Purchaser or its designee
          pursuant
          to the terms of the Agreement.

         

        (a)  the
          original Mortgage Note (including all riders thereto) bearing all intervening
          endorsements necessary to show a complete chain of endorsements from the
          original payee, endorsed in blank, via
          original signature,
          and, if
          previously endorsed, signed in the name of the last endorsee by a duly
          qualified
          officer of the last endorsee. If
          the
          Mortgage Loan was acquired by the last endorsee in a merger, the endorsement
          must be by “[name of last endorsee], successor by merger to [name of
          predecessor]”. If the Mortgage Loan was acquired or originated by the last
          endorsee while doing business under another name, the endorsement must
          be by
“[name of last endorsee], formerly known as [previous name]”;

         

        (b)  the
          original Assignment of Mortgage executed in blank;

         

        (c)  the
          original of any guarantee executed in connection with the Mortgage Note,
          if
          any;

         

        (d)  the
          original Mortgage (including all riders thereto) with evidence of recording
          thereon and the original recorded power of attorney, if the Mortgage was
          executed pursuant to a power of attorney, with evidence of recording thereon,
          and in the case of each MOM Loan, the original Mortgage, noting the presence
          of
          the MIN of the Mortgage Loan and either language indicating that the Mortgage
          Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination,
          the original Mortgage and the assignment thereof to MERS®, with evidence of
          recording indicated thereon; or, if the original Mortgage with evidence
          of
          recording thereon has not been returned by the public recording office
          where
          such Mortgage has been delivered for recordation or such Mortgage has been
          lost
          or such public recording office retains the original recorded Mortgage,
          a
          photocopy of such Mortgage, together with (i) in the case of a delay caused
          by
          the public recording office, an Officer’s Certificate of the title insurer
          insuring the Mortgage, the escrow agent, the seller or the Servicer stating
          that
          such Mortgage has been delivered to the appropriate public recording office
          for
          recordation and that the original recorded Mortgage or a copy of such Mortgage
          certified by such public recording office to be a true and complete copy
          of the
          original recorded Mortgage will be promptly delivered to the Custodian
          upon
          receipt thereof by the party delivering the Officer’s Certificate or by the
          Servicer; or (ii) in the case of a Mortgage where a public recording office
          retains the original recorded Mortgage or in the case where a Mortgage
          is lost
          after recordation in a public recording office, a copy of such Mortgage
          with the
          recording information thereon certified by such public recording office
          to be a
          true and complete copy of the original recorded Mortgage;

         

        (e)  the
          originals of all assumption, modification, consolidation or extension
          agreements, with evidence of recording thereon, if any;

         

        (f)  the
          originals of any intervening assignments of mortgage with evidence of recording
          thereon evidencing a complete chain of ownership from the originator of
          the
          Mortgage Loan to the last assignee, or if any such intervening assignment
          of
          mortgage has not been returned from the applicable public recording office
          or
          has been lost or if such public recording office retains the original recorded
          intervening assignments of mortgage, a photocopy of such intervening assignment
          of mortgage, together with (i) in the case of a delay caused by the public
          recording office, an Officer’s Certificate of the title insurer insuring the
          Mortgage, the escrow agent, the seller or the Servicer stating that such
          intervening assignment of mortgage has been delivered to the appropriate
          public
          recording office for recordation and that such original recorded intervening
          assignment of mortgage or a copy of such intervening assignment of mortgage
          certified by the appropriate public recording office to be a true and complete
          copy of the original recorded intervening assignment of mortgage will be
          promptly delivered to the Custodian upon receipt thereof by the party delivering
          the Officer’s Certificate or by the Servicer; or (ii) in the case of an
          intervening assignment of mortgage where a public recording office retains
          the
          original recorded intervening assignment of mortgage or in the case where
          an
          intervening assignment of mortgage is lost after recordation in a public
          recording office, a copy of such intervening assignment of mortgage with
          recording information thereon certified by such public recording office
          to be a
          true and complete copy of the original recorded intervening assignment
          of
          mortgage;

         

        (g)  if
          the
          Mortgage Note, the Mortgage, any Assignment of Mortgage, or any other related
          document has been signed by a Person on behalf of the Mortgagor, the original
          power of attorney or other instrument that authorized and empowered such
          Person
          to sign;

         

        (h)  the
          original lender’s title insurance policy in the form of an ALTA mortgage title
          insurance policy
          or,
          if the
          original lender’s title insurance policy has not been issued, the irrevocable
          commitment to issue the same; and

         

        (i)  the
          original of any security agreement, chattel mortgage or equivalent document
          executed in connection with the Mortgage, if any.

         

        



        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        



        EXHIBIT
          2

         

        FORM
          OF LOST NOTE AFFIDAVIT

        


        Loan
          #:
          ______________

        Borrower:
          ______________

        


        LOST
          NOTE
          AFFIDAVIT

        


        


        I,
          as
          _____________________ of ____________________, a _______________ am authorized
          to make this Affidavit on behalf of Nomura Credit & Capital, Inc. (the
“Seller”). In connection with the administration of the Mortgage Loans held by
          ______________________, a _______________ [corporation] as Seller on behalf
          of
          ____________________ (the “Purchaser”), _______________________ (the
“Deponent”), being duly sworn, deposes and says that:

        


        1.

        
          	
                  The
                    Seller’s address is:

                	 
	
                   

                	 
	
                   

                	 
	 	 


        

        2. The
          Seller previously delivered to the Purchaser a signed Initial Certification
          with
          respect to such Mortgage and/or Assignment of Mortgage;

        


        3. Such
          Mortgage Note and/or Assignment of Mortgage was assigned or sold to the
          Purchaser by __________________, a _________________ pursuant to the terms
          and
          provisions of a Mortgage Loan Purchase Agreement dated as of August 30,
          2006;

        


        4. Such
          Mortgage Note and/or Assignment of Mortgage is not outstanding pursuant
          to a
          request for release of Documents;

        


        5. Aforesaid
          Mortgage Note and/or Assignment of Mortgage (the “Original”) has been
          lost;

        


        6. Deponent
          has made or caused to be made a diligent search for the Original and has
          been
          unable to find or recover same;

        


        7. The
          Seller was the Seller of the Original at the time of the loss; and

        


        8. Deponent
          agrees that, if said Original should ever come into Seller’s possession, custody
          or power, Seller will immediately and without consideration surrender the
          Original to the Purchaser.

        


        9. Attached
          hereto is a true and correct copy of (i) the Note, endorsed in blank by
          the
          Mortgagee and (ii) the Mortgage or Deed of Trust (strike one) which secures
          the
          Note, which Mortgage or Deed of Trust is recorded in the county where the
          property is located.

         

        10. Deponent
          hereby agrees that the Seller (a) shall indemnify and hold harmless the
          Purchaser, its successors and assigns, against any loss, liability or damage,
          including reasonable attorney’s fees, resulting from the unavailability of any
          Notes, including but not limited to any loss, liability or damage arising
          from
          (i) any false statement contained in this Affidavit, (ii) any claim of
          any party
          that purchased a mortgage loan evidenced by the Lost Note or any interest
          in
          such mortgage loan, (iii) any claim of any borrower with respect to the
          existence of terms of a mortgage loan evidenced by the Lost Note on the
          related
          property to the fact that the mortgage loan is not evidenced by an original
          note
          and (iv) the issuance of a new instrument in lieu thereof (items (i) through
          (iv) above hereinafter referred to as the “Losses”) and (b) if required by any
          Rating Agency in connection with placing such Lost Note into a Pass-Through
          Transfer, shall obtain a surety from an insurer acceptable to the applicable
          Rating Agency to cover any Losses with respect to such Lost Note.

        


        11. This
          Affidavit is intended to be relied upon by the Purchaser, its successors
          and
          assigns. Nomura Credit & Capital, Inc. represents and warrants that is has
          the authority to perform its obligations under this Affidavit of Lost
          Note.

        


        Executed
          this _ day of _______, 200_.

         

        


        
          	
                  By:

                	 
	
                  Name:

                	 
	
                  Title:

                	 


        

        


        


        On
          this
          __ day of ______, 200_, before me appeared ______________________ to me
          personally known, who being duly sworn did say that he is the
          _______________________ of ____________________, a ______________________
          and
          that said Affidavit of Lost Note was signed and sealed on behalf of such
          corporation and said acknowledged this instrument to be the free act and
          deed of
          said entity.

        


        Signature:

        


        [Seal]

        


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
 

      EXHIBIT
        D

       

      TRANSFER
        AFFIDAVIT AND AGREEMENT

       

      
        	
                STATE
                  OF NEW YORK

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF NEW YORK

              	
                )

              	 


      

       

      ___________________________
        being duly sworn, deposes, represents and warrants as follows:

       

      
        	 	
                1.

              	
                I
                  am a _____________________ of _______________________________ (the
                  “Investor”) a corporation duly organized and existing under the laws of
                  _________________________, the record owner of Nomura Asset Acceptance
                  Corporation, Alternative Loan Trust, Series 2006-WF1 Mortgage Pass-Through
                  Certificates, Class R Certificates (the “Class R Certificates”), on behalf
                  of whom I make this affidavit and agreement. Capitalized terms
                  used but
                  not defined herein have the respective meanings assigned thereto
                  in the
                  Pooling and Servicing Agreement pursuant to which the Class R Certificates
                  were issued.

              


      

       

      
        	 	
                2.

              	
                The
                  Investor (i) is and will be a “Permitted Transferee” as of
                  ____________________. ____ and (ii) is acquiring the Class R Certificates
                  for its own account or for the account of another Investor from
                  which it
                  has received an affidavit in substantially the same form as this
                  affidavit. A “Permitted Transferee” is any person other than a
                  “disqualified organization” or a possession of the United States. For this
                  purpose, a “disqualified organization” means the United States, any state
                  or political subdivision thereof, any agency or instrumentality
                  of any of
                  the foregoing (other than an instrumentality all of the activities
                  of
                  which are subject to tax and, except for the Federal Home Loan
                  Mortgage
                  Corporation, a majority of whose board of directors is not selected
                  by any
                  such governmental entity) or any foreign government, international
                  organization or any agency or instrumentality of such foreign government
                  or organization, any real electric or telephone cooperative, or
                  any
                  organization (other than certain farmers’ cooperatives) that is generally
                  exempt from federal income tax unless such organization is subject
                  to the
                  tax on unrelated business taxable
                  income.

              


      

       

      
        	 	
                3.

              	
                The
                  Investor is aware (i) of the tax that would be imposed on transfers
                  of the
                  Class R Certificates to disqualified organizations under the Internal
                  Revenue Code of 1986 that applies to all transfers of the Class
                  R
                  Certificates after July 31, 1988; (ii) that such tax would be on
                  the
                  transferor or, if such transfer is through an agent (which person
                  includes
                  a broker, nominee or middleman) for a non-Permitted Transferee,
                  on the
                  agent; (iii) that the person otherwise liable for the tax shall
                  be
                  relieved of liability for the tax if the transferee furnishes to
                  such
                  person an affidavit that the transferee is a Permitted Transferee
                  and, at
                  the time of transfer, such person does not have actual knowledge
                  that the
                  affidavit is false; and (iv) that each of the Class R Certificates
                  may be
                  a “noneconomic residual interest” within the meaning of proposed Treasury
                  regulations promulgated under the Code and that the transferor
                  of a
                  “noneconomic residual interest” will remain liable for any taxes due with
                  respect to the income on such residual interest, unless no significant
                  purpose of the transfer is to impede the assessment or collection
                  of
                  tax.

              


      

       

      
        	 	
                4.

              	
                The
                  Investor is aware of the tax imposed on a “pass-through entity” holding
                  the Class R Certificates if, at any time during the taxable year
                  of the
                  pass-through entity, a non-Permitted Transferee is the record holder
                  of an
                  interest in such entity. (For this purpose, a “pass-through entity”
                  includes a regulated investment company, a real estate investment
                  trust or
                  common trust fund, a partnership, trust or estate, and certain
                  cooperatives.)

              


      

       

      
        	 	
                5.

              	
                The
                  Investor is aware that the Securities Administrator will not register
                  the
                  transfer of any Class R Certificate unless the transferee, or the
                  transferee’s agent, delivers to the Securities Administrator, among other
                  things, an affidavit in substantially the same form as this affidavit.
                  The
                  Investor expressly agrees that it will not consummate any such
                  transfer if
                  it knows or believes that any of the representations contained
                  in such
                  affidavit and agreement are false.

              


      

       

      
        	 	
                6.

              	
                The
                  Investor consents to any additional restrictions or arrangements
                  that
                  shall be deemed necessary upon advice of counsel to constitute
                  a
                  reasonable arrangement to ensure that the Class R Certificates
                  will only
                  be owned, directly or indirectly, by an Investor that is a Permitted
                  Transferee.

              


      

       

      
        	 	
                7.

              	
                The
                  Investor’s taxpayer identification number is
                  ________________.

              


      

       

      
        	 	
                8.

              	
                The
                  Investor has reviewed the restrictions set forth on the face of
                  the Class
                  R Certificates and the provisions of Section 6.02(d) of the Pooling
                  and
                  Servicing Agreement under which the Class R Certificates were issued
                  (in
                  particular, clauses (iii)(A) and (iii)(B) of Section 6.02(d) which
                  authorize the Securities Administrator to deliver payments to a
                  person
                  other than the Investor and negotiate a mandatory sale by the Securities
                  Administrator in the event that the Investor holds such Certificate
                  in
                  violation of Section 6.02(d)); and that the Investor expressly
                  agrees to
                  be bound by and to comply with such restrictions and
                  provisions.

              


      

       

      
        	 	
                9.

              	
                The
                  Investor is not acquiring and will not transfer the Class R Certificates
                  in order to impede the assessment or collection of any
                  tax.

              


      

       

      
        	 	
                10.

              	
                The
                  Investor anticipates that it will, so long as it holds the Class
                  R
                  Certificates, have sufficient assets to pay any taxes owed by the
                  holder
                  of such Class R Certificates, and hereby represents to and for
                  the benefit
                  of the person from whom it acquired the Class R Certificates that
                  the
                  Investor intends to pay taxes associated with holding such Class
                  R
                  Certificates as they become due, fully understanding that it may
                  incur tax
                  liabilities in excess of any cash flows generated by the Class
                  R
                  Certificates.

              


      

       

      
        	 	
                11.

              	
                The
                  Investor has no present knowledge that it may become insolvent
                  or subject
                  to a bankruptcy proceeding for so long as it holds the Class R
                  Certificates.

              


      

       

      
        	 	
                12.

              	
                The
                  Investor has no present knowledge or expectation that it will be
                  unable to
                  pay any United States taxes owed by it so long as any of the Certificates
                  remain outstanding.

              


      

       

      
        	 	
                13.

              	
                The
                  Investor is not acquiring the Class R Certificates with the intent
                  to
                  transfer the Class R Certificates to any person or entity that
                  will not
                  have sufficient assets to pay any taxes owed by the holder of such
                  Class R
                  Certificates, or that may become insolvent or subject to a bankruptcy
                  proceeding, for so long as the Class R Certificates remain
                  outstanding.

              


      

       

      
        	 	
                14.

              	
                The
                  Investor will, in connection with any transfer that it makes of
                  the Class
                  R Certificates, obtain from its transferee the representations
                  required by
                  Section 6.02(d) of the Pooling and Servicing Agreement under which
                  the
                  Class R Certificate were issued and will not consummate any such
                  transfer
                  if it knows, or knows facts that should lead it to believe, that
                  any such
                  representations are false.

              


      

       

      
        	 	
                15.

              	
                The
                  Investor will, in connection with any transfer that it makes of
                  the Class
                  R Certificates, deliver to the Securities Administrator an affidavit,
                  which represents and warrants that it is not transferring the Class
                  R
                  Certificates to impede the assessment or collection of any tax
                  and that it
                  has no actual knowledge that the proposed transferee: (i) has insufficient
                  assets to pay any taxes owed by such transferee as holder of the
                  Class R
                  Certificates; (ii) may become insolvent or subject to a bankruptcy
                  proceeding for so long as the Class R Certificates remains outstanding;
                  and (iii) is not a “Permitted
                  Transferee”.

              


      

       

      
        	 	
                16.

              	
                The
                  Investor is a citizen or resident of the United States, a corporation,
                  partnership or other entity created or organized in, or under the
                  laws of,
                  the United States or any political subdivision thereof, or an estate
                  or
                  trust whose income from sources without the United States may be
                  included
                  in gross income for United States federal income tax purposes regardless
                  of its connection with the conduct of a trade or business within
                  the
                  United States.

              


      

       

      
        	 	
                17.

              	
                The
                  Investor of the Class R Certificate, hereby agrees that in the
                  event that
                  the Trust Fund created by the Pooling and Servicing Agreement is
                  terminated pursuant to Section 10.01 thereof, the undersigned shall
                  assign
                  and transfer to the Holders of the Class X and the Class P Certificates
                  any amounts in excess of par received in connection with such termination.
                  Accordingly, in the event of such termination, the Securities
                  Administrator is hereby authorized to withhold any such amounts
                  in excess
                  of par and to pay such amounts directly to the Holders of the Class
                  X and
                  the Class P Certificates. This agreement shall bind and be enforceable
                  against any successor, transferee or assigned of the undersigned
                  in the
                  Class R Certificate. In connection with any transfer of the Class
                  R
                  Certificate, the Investor shall obtain an agreement substantially
                  similar
                  to this clause from any subsequent
                  owner.

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Investor has caused this instrument to be executed on
        its
        behalf, pursuant to the authority of its Board of Directors, by its [Vice]
        President, attested by its [Assistant] Secretary, this ____ day of
        _________________, ____.

       

      
        	 	 	 	 	 	 	 	
                [INVESTOR]

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Name:

              
	 	 	 	 	 	 	 	 	
                Title:
                  [Vice] President

              


      

      


       

      ATTEST:

       

      
        	
                By:

              	 	 
	 	
                Name:

              	 
	 	
                Title:
                  [Assistant] Secretary

              	 


      

      


       

      Personally
        appeared before me the above-named __________________, known or proved to
        me to
        be the same person who executed the foregoing instrument and to be a [Vice]
        President of the Investor, and acknowledged to me that [he/she] executed
        the
        same as [his/her] free act and deed and the free act and deed of the
        Investor.

       

      Subscribed
        and sworn before me this ______________ day of __________, ____.

      


      


      
        	 	 
	 	
                Notary
                  Public

              
	 	 
	 	
                County
                  of 

              	
              	
              	
              
	 	
                State
                  of 

              	 	 	 
	 	 
	 	
                My
                  Commission expires:

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      FORM
        OF
        TRANSFEROR AFFIDAVIT

       

      
        	
                STATE
                  OF NEW YORK

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF NEW YORK

              	
                )

              	 


      

       

      _________________________,
        being duly sworn, deposes, represents and warrants as follows:

       

      1. I
        am
        a ____________________
        of _________________________ (the “Investor”), a corporation duly organized and
        existing under the laws of _____________, on behalf of whom I make this
        affidavit.

       

      2. The
        Investor is not transferring the Class R Certificates (the “Residual
        Certificates”) to impede the assessment or collection of any tax.

       

      3. The
        Investor has no actual knowledge that the Person that is the proposed transferee
        (the “Purchaser”) of the Residual Certificates: (i) has insufficient assets to
        pay any taxes owed by such proposed transferee as holder of the Residual
        Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding
        for so long as the Residual Certificates remain outstanding and (iii) is
        not a
        Permitted Transferee.

       

      4. The
        Investor understands that the Purchaser has delivered to the Securities
        Administrator a transfer affidavit and agreement in the form attached to
        the
        Pooling and Servicing Agreement as Exhibit D. The Investor does not know
        or
        believe that any representation contained therein is false.

       

      5. At
        the
        time of transfer, the Investor has conducted a reasonable investigation of
        the
        financial condition of the Purchaser as contemplated by Treasury Regulations
        Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Investor
        has determined that the Purchaser has historically paid its debts as they
        became
        due and has found no significant evidence to indicate that the Purchaser
        will
        not continue to pay its debts as they become due in the future. The Investor
        understands that the transfer of a Residual Certificate may not be respected
        for
        United States income tax purposes (and the Investor may continue to be liable
        for United States income taxes associated therewith) unless the Investor
        has
        conducted such an investigation.

       

      6. Capitalized
        terms not otherwise defined herein shall have the meanings ascribed to them
        in
        the Pooling and Servicing Agreement dated as of August 1, 2006, among Nomura
        Asset Acceptance Corporation, Nomura Credit & Capital, Inc., Wells Fargo
        Bank, N.A. and HSBC Bank USA, National Association.

       

      IN
        WITNESS WHEREOF, the Investor has caused this instrument to be executed on
        its
        behalf, pursuant to the authority of its Board of Directors, by its [Vice]
        President, attested by its [Assistant] Secretary, this ____ day of
        ________________, ____.

       

      
        	 	 	 	 	 	 	 	
                [INVESTOR]

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Name:

              
	 	 	 	 	 	 	 	 	
                Title:
                  [Vice] President

              


      

      


       

      ATTEST:

      


      


      
        	
                By:

              	 	 
	 	
                Name:

              	 
	 	
                Title:
                  [Assistant] Secretary

              	 


      

      


       

      Personally
        appeared before me the above-named _________________, known or proved to
        me to
        be the same person who executed the foregoing instrument and to be a [Vice]
        President of the Investor, and acknowledged to me that [he/she] executed
        the
        same as [his/her] free act and deed and the free act and deed of the
        Investor.

       

      Subscribed
        and sworn before me this ______ day of _____________, ____.

      
        


        
          	 	 
	 	
                  Notary
                    Public

                
	 	 
	 	
                  County
                    of 

                	
                	
                	
                
	 	
                  State
                    of 

                	 	 	 
	 	 
	 	
                  My
                    Commission expires:

                


        

         

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      Personally
        appeared before me the above-named [Name of Officer], known or proved to
        me to
        be the same person who executed the foregoing instrument and to be the [Title
        of
        Officer] of the Investor, and acknowledged to me that he/she executed the
        same
        as his/her free act and deed and the free act and deed of the
        Investor.

       

      Subscribed
        and sworn before me this ___ day of _________, 20___.

       

      NOTARY
        PUBLIC

       

      COUNTY
        OF

       

      STATE
        OF

       

      My
        commission expires the ___ day of ___________________, 20___.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        E

       

      FORM
        OF
        TRANSFEROR CERTIFICATE

       

      ______________,
        2006

       

      Nomura
        Asset Acceptance Corporation

      2
        World
        Financial Center, Building B

      New
        York,
        New York 10281

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

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

       

      
        	
                Re:

              	
                Nomura
                  Asset Acceptance Corporation 

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

              


      

       

      Ladies
        and Gentlemen:

       

      In
        connection with the sale by ___________ (the “Sponsor”) to ________ (the
“Purchaser”) of $_________ Initial Certificate Principal Balance of Mortgage
        Pass-Through Certificates, Series 2006-WF1, Class [X][P][R] (the
“Certificates”), issued pursuant to the Pooling and Servicing Agreement (the
“Pooling and Servicing Agreement”), dated as of August 1, 2006, among Nomura
        Asset Acceptance Corporation, as depositor (the “Depositor”), Nomura Credit
& Capital, Inc., as sponsor, Wells Fargo Bank, N.A., as master servicer (the
        “Master Servicer”) and securities administrator (the “Securities Administrator”)
        and HSBC Bank USA, National Association, as trustee (the “Trustee”). The Sponsor
        hereby certifies, represents and warrants to, a covenants with, the Depositor,
        the Securities Administrator and the Trustee that:

       

      Neither
        the Sponsor nor anyone acting on its behalf has (a) offered, pledged, sold,
        disposed of or otherwise transferred any Certificate, any interest in any
        Certificate or any other similar security to any person in any manner, (b)
        has
        solicited any offer to buy or to accept a pledge, disposition or other transfer
        of any Certificate, any interest in any Certificate or any other similar
        security from any person in any manner, (c) has otherwise approached or
        negotiated with respect to any Certificate, any interest in any Certificate
        or
        any other similar security with any person in any manner, (d) has made any
        general solicitation by means of general advertising or in any other manner,
        or
        (e) has taken any other action, that (as to any of (a) through (e) above)
        would
        constitute a distribution of the Certificates under the Securities Act of
        1933
        (the “Act”), that would render the disposition of any Certificate a violation of
        Section 5 of the Act or any state securities law, or that would require
        registration or qualification pursuant thereto. The Sponsor will not act
        in any
        manner set forth in the foregoing sentence with respect to any Certificate.
        The
        Sponsor has not and will not sell or otherwise transfer any of the Certificates,
        except in compliance with the provisions of the Pooling and Servicing
        Agreement.

      


      


      
        	 	 	 	 	 	 	 	
                Very
                  truly yours,

              
	 	 	 	 	 	 	 	
              
	 	 	 	 	 	 	 	
                 

              
	 	 	 	 	 	 	 	
                (Sponsor)

              
	 	 	 	 	 	 	 	
              	 
	 	 	 	 	 	 	 	
              	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        F

       

      FORM
        OF
        INVESTOR REPRESENTATION LETTER (NON-RULE 144A)

       

      ___________,
        2006

       

      Nomura
        Asset Acceptance Corporation

      2
        World
        Financial Center

      New
        York,
        New York 10281

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

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

       

      
        	
                Re:

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

              


      

       

      Ladies
        and Gentlemen:

       

      _______________
        (the “Purchaser”) intends to purchase from ____________ (the “Sponsor”)
        $_________ Initial Certificate Principal Balance of Mortgage Pass-Through
        Certificates, Series 2006-WF1, Class [X][P][R] (the “Certificates”), issued
        pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing
        Agreement”), dated as of August 1, 2006, among Nomura Asset Acceptance
        Corporation, as depositor (the “Depositor”), Nomura Credit & Capital, Inc.,
        as sponsor, Wells Fargo Bank, N.A., as master servicer (the “Master Servicer”)
        and securities administrator (the “Securities Administrator”) and HSBC Bank USA,
        National Association, as trustee (the “Trustee”). All terms used herein and not
        otherwise defined shall have the meanings set forth in the Pooling and Servicing
        Agreement. The Purchaser hereby certifies, represents and warrants to, and
        covenants with, the Depositor, the Securities Administrator and the Trustee
        that:

       

      
        	
                1.

              	
                The
                  Purchaser understands that (a) the Certificates have not been and
                  will not
                  be registered or qualified under the Securities Act of 1933, as
                  amended
                  (the “Act”) or any state securities law, (b) the Depositor is not required
                  to so register or qualify the Certificates, (c) the Certificates
                  may be
                  resold only if registered and qualified pursuant to the provisions
                  of the
                  Act or any state securities law, or if an exemption from such registration
                  and qualification is available, (d) the Pooling and Servicing Agreement
                  contains restrictions regarding the transfer of the Certificates
                  and (e)
                  the Certificates will bear a legend to the foregoing
                  effect.

              
	 	 
	
                2.

              	
                The
                  Purchaser is acquiring the Certificates for its own account for
                  investment
                  only and not with a view to or for sale in connection with any
                  distribution thereof in any manner that would violate the Act or
                  any
                  applicable state securities laws.

              
	 	 
	
                3.

              	
                The
                  Purchaser is (a) a substantial, sophisticated institutional investor
                  having such knowledge and experience in financial and business
                  matters,
                  and, in particular, in such matters related to securities similar
                  to the
                  Certificates, such that it is capable of evaluating the merits
                  and risks
                  of investment in the Certificates, (b) able to bear the economic
                  risks of
                  such an investment and (c) an “accredited investor” within the meaning of
                  Rule 501 (a) promulgated pursuant to the Act.

              
	 	 
	
                4.

              	
                The
                  Purchaser has been furnished with, and has had an opportunity to
                  review
                  (a) a copy of the Pooling and Servicing Agreement and (b) such
                  other
                  information concerning the Certificates, the Mortgage Loans and
                  the
                  Depositor as has been requested by the Purchaser from the Depositor
                  or the
                  Sponsor and is relevant to the Purchaser’s decision to purchase the
                  Certificates. The Purchaser has had any questions arising from
                  such review
                  answered by the Depositor or the Sponsor to the satisfaction of
                  the
                  Purchaser.

              
	 	 
	
                5.

              	
                The
                  Purchaser has not and will not nor has it authorized or will it
                  authorize
                  any person to (a) offer, pledge, sell, dispose of or otherwise
                  transfer
                  any Certificate, any interest in any Certificate or any other similar
                  security to any person in any manner, (b) solicit any offer to
                  buy or to
                  accept a pledge, disposition of other transfer of any Certificate,
                  any
                  interest in any Certificate or any other similar security from
                  any person
                  in any manner, (c) otherwise approach or negotiate with respect
                  to any
                  Certificate, any interest in any Certificate or any other similar
                  security
                  with any person in any manner, (d) make any general solicitation
                  by means
                  of general advertising or in any other manner or (e) take any other
                  action, that (as to any of (a) through (e) above) would constitute
                  a
                  distribution of any Certificate under the Act, that would render
                  the
                  disposition of any Certificate a violation of Section 5 of the
                  Act or any
                  state securities law, or that would require registration or qualification
                  pursuant thereto. The Purchaser will not sell or otherwise transfer
                  any of
                  the Certificates, except in compliance with the provisions of the
                  Pooling
                  and Servicing Agreement.

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	 	 	 	 	 	 	 	
                Very
                  truly yours,

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                 

              
	 	 	 	 	 	 	 	
                (Purchaser)

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      

       

      



      EXHIBIT
        G

       

      FORM
        OF
        RULE 144A INVESTMENT LETTER

       

      [Date]

      Nomura
        Credit & Capital, Inc.

      2
        World
        Financial Center, Building B

      New
        York,
        New York 10281

       

      Nomura
        Asset Acceptance Corporation

      2
        World
        Financial Center

      New
        York,
        New York 10281

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

       

      
        	
                Re:

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

              


      

       

      Dear
        Ladies and Gentlemen:

       

      In
        connection with our purchase of Private Certificates, we confirm
        that:

       

      
        	
                (i)

              	
                we
                  understand that the Private Certificates are not being registered
                  under
                  the Securities Act of 1933, as amended (the “Act”) or any applicable state
                  securities or “Blue Sky” laws, and are being sold to us in a transaction
                  that is exempt from the registration requirements of such
                  laws;

              
	 	 
	
                (ii)

              	
                any
                  information we desired concerning the Certificates, including the
                  Private
                  Certificates, the trust in which the Certificates represent the
                  entire
                  beneficial ownership interest (the “Trust”) or any other matter we deemed
                  relevant to our decision to purchase Private Certificates has been
                  made
                  available to us;

              
	 	 
	
                (iii)

              	
                we
                  are able to bear the economic risk of investment in Private Certificates;
                  we are an institutional “accredited investor” as defined in Section 501(a)
                  of Regulation D promulgated under the Act and a sophisticated
                  institutional investor and we agree to obtain a representation
                  from any
                  transferee that such transferee is an institutional “accredited investor”
                  so long as we are required to obtain a representation letter regarding
                  compliance with the Act;

              
	 	 
	
                (iv)

              	
                we
                  are acquiring Private Certificates for our own account, not as
                  nominee for
                  any other person, and not with a present view to any distribution
                  or other
                  disposition of the Private Certificates;

              
	 	 
	
                (v)

              	
                we
                  agree the Private Certificates must be held indefinitely by us
                  (and may
                  not be sold, pledged, hypothecated or in any way disposed of) unless
                  subsequently registered under the Act and any applicable state
                  securities
                  or “Blue Sky” laws or an exemption from the registration requirements of
                  the Act and any applicable state securities or “Blue Sky” laws is
                  available;

              
	 	 
	
                (vi)

              	
                we
                  agree that in the event that at some future time we wish to dispose
                  of or
                  exchange any of the Private Certificates (such disposition or exchange
                  not
                  being currently foreseen or contemplated), we will not transfer
                  or
                  exchange any of the Private Certificates unless:

              
	 	 
	 	
                (A)
                  (1) the sale is to an Eligible Purchaser (as defined below), (2)
                  if
                  required by the Pooling and Servicing Agreement (as defined below)
                  a
                  letter to substantially the same effect as either this letter or,
                  if the
                  Eligible Purchaser is a Qualified Institutional Buyer as defined
                  under
                  Rule 144A of the Act, the Rule 144A and Related Matters Certificate
                  in the
                  form attached to the Pooling and Servicing Agreement (as defined
                  below)
                  (or such other documentation as may be acceptable to the Securities
                  Administrator) is executed promptly by the purchaser and delivered
                  to the
                  addressees hereof and (3) all offers or solicitations in connection
                  with
                  the sale, whether directly or through any agent acting on our behalf,
                  are
                  limited only to Eligible Purchasers and are not made by means of
                  any form
                  of general solicitation or general advertising whatsoever;
                  and

              
	 	 
	 	
                (B)
                  if the Private Certificate is not registered under the Act (as
                  to which we
                  acknowledge you have no obligation), the Private Certificate is
                  sold in a
                  transaction that does not require registration under the Act and
                  any
                  applicable state securities or “blue sky” laws and, if the Securities
                  Administrator or HSBC Bank USA, National Association, as trustee
                  (the
                  “Trustee”) so requests, a satisfactory Opinion of Counsel is furnished to
                  such effect, which Opinion of Counsel shall be an expense of the
                  transferor or the transferee;

              
	 	 
	
                (vii)

              	
                we
                  agree to be bound by all of the terms (including those relating
                  to
                  restrictions on transfer) of the Pooling and Servicing, pursuant
                  to which
                  the Trust was formed; we have reviewed carefully and understand
                  the terms
                  of the Pooling and Servicing Agreement;

              
	 	 
	
                (viii)

              	
                we
                  either: (i) are not acquiring the Privately Offered Certificate
                  directly
                  or indirectly by, or on behalf of, an employee benefit plan or
                  other
                  retirement arrangement which is subject to Title I of the Employee
                  Retirement Income Security Act of 1974, as amended, and/or section
                  4975 of
                  the Internal Revenue Code of 1986, as amended, or (ii) in the case
                  of a
                  Class X, Class P or Class R Certificate, are providing the opinion
                  of
                  counsel specified in Section 6.02(b) of the Agreement.

              
	 	 
	
                (ix)

              	
                we
                  understand that each of the Class [X][P][R] Certificates bears,
                  and will
                  continue to bear, legends substantially to the following effect:
“THIS
                  CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE
                  SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE,
                  AGREES
                  THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
                  TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
                  APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES
                  ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
                  QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A
“QIB”),
                  PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT
                  OF A
                  QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER,
                  RESALE,
                  PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
                  (2)
                  PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
                  UNDER THE
                  SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
                  “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE
                  501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY
                  ENTITY IN
                  WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING
                  NOT
                  FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO
                  (A) THE
                  RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY
                  IN THE
                  FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES
                  ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
                  ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS
                  IN
                  COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR
                  IN EACH
                  CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
                  STATES AND ANY OTHER APPLICABLE JURISDICTION.

              
	 	 
	 	
                NO TRANSFER
                  OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
                  PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(b) OF THE AGREEMENT
                  

              


      

      


      “Eligible
        Purchaser”
means
        a
        corporation, partnership or other entity which we have reasonable grounds
        to
        believe and do believe (i) can make representations with respect to itself
        to
        substantially the same effect as the representations set forth herein, and
        (ii)
        is either a Qualified Institutional Buyer as defined under Rule 144A of the
        Act
        or an institutional “Accredited Investor” as defined under Rule 501 of the
        Act.

       

      Terms
        not
        otherwise defined herein shall have the meanings assigned to them in the
        Pooling
        and Servicing Agreement, dated as of August 1, 2006, between Nomura Asset
        Acceptance Corporation, as depositor, Nomura Credit & Capital, Inc., as
        sponsor, Wells Fargo Bank, N.A., as master servicer (the “Master Servicer”) and
        securities administrator (the “Securities Administrator”) and HSBC Bank USA,
        National Association, as trustee (the “Trustee”) (the “Pooling and Servicing
        Agreement’).

       

      If
        the
        Purchaser proposes that its Certificates be registered in the name of a nominee
        on its behalf, the Purchaser has identified such nominee below, and has caused
        such nominee to complete the Nominee Acknowledgment at the end of this
        letter.

       

      Name
        of
        Nominee (if any): _______________________________

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, this document has been executed by the undersigned who is
        duly
        authorized to do so on behalf of the undersigned Eligible Purchaser on the
        ___
        day of ________, 20___.

       

      
        	 	 	 	 	 	 	 	
                Very
                  truly yours,

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                [PURCHASER]

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                (Authorized
                  Officer)

              
	 	 	 	 	 	 	 	 	
                [By:

              	
              	
              	
              	
              
	 	 	 	 	 	 	 	 	
                Attorney-in-fact]

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Nominee
        Acknowledgment

       

      The
        undersigned hereby acknowledges and agrees that as to the Certificates being
        registered in its name, the sole beneficial owner thereof is and shall be
        the
        Purchaser identified above, for whom the undersigned is acting as
        nominee.

       

      
        	 	 	 	 	 	 	 	
                [NAME
                  OF NOMINEE]

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                (Authorized
                  Officer)

              
	 	 	 	 	 	 	 	 	
                [By:

              	
              	
              	
              	
              
	 	 	 	 	 	 	 	 	
                Attorney-in-fact]

              


      

       


      EXHIBIT
        H

       

      FORM
        OF
        ADDITIONAL DISCLOSURE NOTIFICATION

      


      Wells
        Fargo Bank, N.A. as Securities Administrator 

      9062
        Old
        Annapolis Road

      Columbia,
        Maryland 21045

      Fax:
        (410) 715-2380

      E-mail:
        cts.sec.notifications@wellsfargo.com

       

      Nomura
        Asset Acceptance Corporation

      2
        World
        Financial Center, Building B

      New
        York,
        New York 10281

       

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

       

      RE:
        **Additional Form [10-K][10-D][8-K] Disclosure**Required

       

      Ladies
        and Gentlemen:

       

      In
        accordance with Section [ ] of the Pooling and Servicing Agreement, dated
        as of
        August 1, 2006, among the Purchaser as depositor, Nomura Credit & Capital,
        Inc., as sponsor, Wells Fargo Bank, National Association, as Master Servicer
        and
        Securities Administrator, the Undersigned, as [ ], hereby notifies you that
        certain events have come to our attention that [will][may] need to be disclosed
        on Form [10-K][10-D][8-K].

       

      Description
        of Additional Form [10-K][10-D][8-K]Disclosure:

       

      


       

       

      List
        of
        Any Attachments hereto to be included in the Additional Form [10-K][10-D][8-K]
        Disclosure:

       

      Any
        inquiries related to this notification should be directed to [ ], phone number:
        [ ]; email address: [ ].

       

      [NAME
        OF
        PARTY]

       

      as
        [role]

       

      By:
        __________________

      Name:

      Title:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      


      EXHIBIT
        I

       

      DTC
        Letter of Representations

      [provided
        upon request]

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      EXHIBIT
        J

       

      Schedule
        of Mortgage Loans with Lost Notes

      


      NONE

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        K

       

      APPENDIX
        E - Standard & Poor’s Anti-Predatory Lending
        Categorization

       

      Standard
        & Poor’s has categorized loans governed by anti-predatory lending laws in
        the Jurisdictions listed below into three categories based upon a combination
        of
        factors that include (a) the risk exposure associated with the assignee
        liability and (b) the tests and thresholds set forth in those laws. Note
        that
        certain loans classified by the relevant statute as Covered are included
        in
        Standard & Poor’s High Cost Loan Category because they included thresholds
        and tests that are typical of what is generally considered High Cost by the
        industry.

      


      
        	
                Standard
                  & Poor’s High Cost Loan Categorization

              
	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending Law/Effective Date

              	
                Category
                  under Applicable Anti-Predatory Lending Law

              
	
                Arkansas

              	
                Arkansas
                  Home Loan Protection Act, Ark. Code Ann. §§ 23-53-101 et seq.

                 

                Effective
                  July 16, 2003

              	
                High
                  Cost Home Loan

              
	
                Cleveland
                  Heights, OH

              	
                Ordinance
                  No. 72-2003 (PSH), Mun. Code §§ 757.01 et seq.

                 

                Effective
                  June 2, 2003 

              	
                Covered
                  Loan

              
	
                Colorado

              	
                Consumer
                  Equity Protection, Colo. Stat. Ann. §§ 5-3.5-101 et seq.

                 

                Effective
                  for covered loans offered or entered into on or after January 1,
                  2003.
                  Other provisions of the Act took effect on June 7, 2002

              	
                Covered
                  Loan

              
	
                Connecticut

              	
                Connecticut
                  Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746
                  et seq.

                 

                Effective
                  October 1, 2001

              	
                High
                  Cost Home Loan

              
	
                District
                  of Columbia

              	
                Home
                  Loan Protection Act, D.C. Code §§ 26-1151.01 et seq.

                 

                Effective
                  for loans closed on or after January 28, 2003

              	
                Covered
                  Loan

              
	
                Florida

              	
                Fair
                  Lending Act, Fla. Stat. Ann. §§ 494.0078 et seq.

                 

                Effective
                  October 2, 2002

              	
                High
                  Cost Home Loan

              


      

      


      
        	
                Standard
                  & Poor’s High Cost Loan Categorization

              
	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending Law/Effective Date

              	
                Category
                  under Applicable Anti-Predatory Lending Law

              
	
                Georgia
                  (Oct. 1, 2002 - Mar. 6, 2003)

              	
                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

                 

                Effective
                  October 1, 2002 - March 6, 2003

              	
                High
                  Cost Home Loan

              
	
                Georgia
                  as amended (Mar. 7, 2003 - current)

              	
                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

                 

                Effective
                  for loans closed on or after March 7, 2003

              	
                High
                  Cost Home Loan

              
	
                HOEPA
                  Section 32

              	
                Home
                  Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R.
                  §§ 226.32 and 226.34

                 

                Effective
                  October 1, 1995, amendments October 1, 2002

              	
                High
                  Cost Loan

              
	
                Illinois

              	
                High
                  Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et seq.

                 

                Effective
                  January 1, 2004 (prior to this date, regulations under Residential
                  Mortgage License Act effective from May 14, 2001)

              	
                High
                  Risk Home Loan 

              
	
                Kansas

              	
                Consumer
                  Credit Code, Kan. Stat. Ann. §§ 16a-1-101 et seq.

                 

                Sections
                  16a-1-301 and 16a-3-207 became effective April 14, 1999; Section
                  16a-3-308a became effective July 1, 1999 

              	
                High
                  Loan to Value Consumer Loan (id.§
                  16a-3-207) and;

              
	
                High
                  APR Consumer Loan (id.§
                  16a-3-308a)

              
	
                Kentucky

              	
                2003
                  KY H.B. 287 - High Cost Home Loan Act, Ky. Rev. Stat. §§ 360.100
                  et seq.

                 

                Effective
                  June 24, 2003

              	
                High
                  Cost Home Loan

              
	
                Maine

              	
                Truth
                  in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq.

                 

                Effective
                  September 29, 1995 and as amended from time to time

              	
                High
                  Rate High Fee Mortgage

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Standard
                  & Poor’s High Cost Loan Categorization

              
	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending Law/Effective Date

              	
                Category
                  under Applicable Anti-Predatory Lending Law

              
	
                Massachusetts

              	
                Part
                  40 and Part 32, 209 C.M.R. §§ 32.00 et seq.
                  and 209 C.M.R. §§ 40.01 et seq.

                 

                Effective
                  March 22, 2001 and amended from time to time

              	
                High
                  Cost Home Loan

              
	
                Nevada

              	
                Assembly
                  Bill No. 284, Nev. Rev. Stat. §§ 598D.010 et seq.

                 

                Effective
                  October 1, 2003

              	
                Home
                  Loan

              
	
                New
                  Jersey

              	
                New
                  Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                  et seq.

                 

                Effective
                  for loans closed on or after November 27, 2003

              	
                High
                  Cost Home Loan

              
	
                New
                  Mexico

              	
                Home
                  Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq.

                 

                Effective
                  as of January 1, 2004; Revised as of February 26, 2004

              	
                High
                  Cost Home Loan

              
	
                New
                  York

              	
                N.Y.
                  Banking Law Article 6-l

                 

                Effective
                  for applications made on or after April 1, 2003

              	
                High
                  Cost Home Loan

              
	
                North
                  Carolina

              	
                Restrictions
                  and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                  et seq.

                 

                Effective
                  July 1, 2000; amended October 1, 2003 (adding open-end lines of
                  credit)

              	
                High
                  Cost Home Loan

              
	
                Ohio

              	
                H.B.
                  386 (codified in various sections of the Ohio Code), Ohio Rev.
                  Code Ann.
                  §§ 1349.25 et seq.

                 

                Effective
                  May 24, 2002

              	
                Covered
                  Loan

              
	
                Oklahoma

              	
                Consumer
                  Credit Code (codified in various sections of Title 14A)

                 

                Effective
                  July 1, 2000; amended effective January 1, 2004

              	
                Subsection
                  10 Mortgage

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Standard
                  & Poor’s High Cost Loan Categorization

              
	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending Law/Effective Date

              	
                Category
                  under Applicable Anti-Predatory Lending Law

              
	
                South
                  Carolina

              	
                South
                  Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann.
§§ 37-23-10
                  et seq.

                Effective
                  for loans taken on or after January 1, 2004

              	
                High
                  Cost Home Loan

              
	
                West
                  Virginia 

              	
                West
                  Virginia Residential Mortgage Lender, Broker and Servicer Act,
                  W. Va. Code
                  Ann. §§ 31-17-1 et seq.

                Effective
                  June 5, 2002

              	
                West
                  Virginia Mortgage Loan Act Loan

              


      

      


       

      Standard
        & Poor’s Covered Loan Categorization

       

      


      
        	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending Law/Effective Date

              	
                Category
                  under Applicable Anti-Predatory Lending Law

              
	
                Georgia
                  (Oct. 1, 2002 - Mar. 6, 2003)

              	
                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

                 

                Effective
                  October 1, 2002 - March 6, 2003

              	
                Covered
                  Loan

              
	
                New
                  Jersey

              	
                New
                  Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                  et seq.

                 

                Effective
                  November 27, 2003 - July 5, 2004

              	
                Covered
                  Home Loan

              


      

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      
        	
                Standard
                  & Poor’s Home Loan Categorization

              
	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending Law/Effective Date

              	
                Category
                  under Applicable Anti-Predatory Lending Law

              
	
                Georgia
                  (Oct. 1, 2002 - Mar. 6, 2003)

              	
                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

                 

                Effective
                  October 1, 2002 - March 6, 2003

              	
                Home
                  Loan

              
	
                New
                  Jersey

              	
                New
                  Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                  et seq.

                 

                Effective
                  for loans closed on or after November 27, 2003

              	
                Home
                  Loan

              
	
                New
                  Mexico

              	
                Home
                  Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq.

                 

                Effective
                  as of January 1, 2004; Revised as of February 26, 2004

              	
                Home
                  Loan

              
	
                North
                  Carolina

              	
                Restrictions
                  and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                  et seq.

                 

                Effective
                  July 1, 2000; amended October 1, 2003 (adding open-end lines of
                  credit)

              	
                Consumer
                  Home Loan

              
	
                South
                  Carolina

              	
                South
                  Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann.
§§ 37-23-10
                  et seq.

                 

                Effective
                  for loans taken on or after January 1, 2004

              	
                Consumer
                  Home Loan

              


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        L

       

      SERVICING
        CRITERIA


      


      SERVICING
        CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

      


      Assessments
        of Compliance and Attestation Reports Servicing Criteria1 

      


      
        	
                Reg.
                  AB Item 1122(d) Servicing Criteria

              	
                Depositor

              	
                Sponsor

              	
                Servicer

              	
                Trustee

              	
                Custodian

              	
                Wells
                  Fargo2

              
	
                (1) General
                  Servicing Considerations

              	 	 	 	 	 	 
	
                (i) monitoring
                  performance or other triggers and events of default

              	 	 	
                X

              	 	 	
                X

              
	
                (ii) monitoring
                  performance of vendors of activities outsourced

              	 	 	
                X

              	 	 	 
	
                (iii) maintenance
                  of back-up servicer for pool assets

              	 	 	 	 	 	 
	
                (iv) fidelity
                  bond and E&O policies in effect

              	 	 	
                X

              	 	 	
                X

              
	
                (2) Cash
                  Collection and Administration

              	 	 	 	 	 	 
	
                (i) timing
                  of deposits to custodial account

              	 	 	
                X

              	 	 	
                X

              
	
                (ii) wire
                  transfers to investors by authorized personnel

              	 	 	
                X

              	 	 	
                X

              
	
                (iii) advances
                  or guarantees made, reviewed and approved as required

              	 	 	
                X

              	 	 	
                X

              
	
                (iv) accounts
                  maintained as required

              	 	 	
                X

              	 	 	
                X

              
	
                (v) accounts
                  at federally insured depository institutions

              	 	 	
                X

              	 	 	
                X

              
	
                (vi) unissued
                  checks safeguarded

              	 	 	
                X

              	 	 	
                X

              
	
                (vii) monthly
                  reconciliations of accounts

              	 	 	
                X

              	 	 	
                X

              
	
                (3) Investor
                  Remittances and Reporting

              	 	 	 	 	 	 
	
                (i) investor
                  reports

              	 	 	
                X

              	 	 	
                X

              
	
                (ii) remittances

              	 	 	
                X

              	 	 	
                X

              
	
                (iii) proper
                  posting of distributions

              	 	 	
                X

              	 	 	
                X

              
	
                (iv) reconciliation
                  of remittances and payment statements

              	 	 	
                X

              	 	 	
                X

              
	
                (4) Pool
                  Asset Administration

              	 	 	 	 	 	 
	
                (i) maintenance
                  of pool collateral

              	 	 	
                X

              	 	
                X

              	 
	
                (ii) safeguarding
                  of pool assets/documents

              	 	 	
                X

              	 	
                X

              	 
	
                (iii) additions,
                  removals and substitutions of pool assets

              	
                X

              	
                X

              	
                X

              	 	 	 
	
                (iv) posting
                  and allocation of pool asset payments to pool assets

              	 	 	
                X

              	 	 	 
	
                (v) reconciliation
                  of servicer records

              	 	 	
                X

              	 	 	 
	
                (vi) modifications
                  or other changes to terms of pool assets

              	 	 	
                X

              	 	 	 
	
                (vii) loss
                  mitigation and recovery actions

              	 	 	
                X

              	 	 	 
	
                (viii)
                  records regarding collection efforts

              	 	 	
                X

              	 	 	 
	
                (ix) adjustments
                  to variable interest rates on pool assets

              	 	 	
                X

              	 	 	 
	
                (x) matters
                  relating to funds held in trust for obligors

              	 	 	
                X

              	 	 	 
	
                (xi) payments
                  made on behalf of obligors (such as for taxes or
                  insurance)

              	 	 	
                X

              	 	 	 
	
                (xii) late
                  payment penalties with respect to payments made on behalf of obligors
                  

              	 	 	
                X

              	 	 	 
	
                (xiii)records
                  with respect to payments made on behalf of obligors

              	 	 	
                X

              	 	 	 
	
                (xiv) recognition
                  and recording of delinquencies, charge-offs and uncollectible
                  accounts

              	 	 	
                X

              	 	 	
                X

              
	
                (xv) maintenance
                  of external credit enhancement or other support

              	
                X

              	
                X

              	 	 	 	
                X

              


      

      

        

      

      
        
          1
            The
            descriptions of the Item 1122(d) servicing criteria use key words and
            phrases
            and are not verbatim recitations of the servicing criteria. Refer to
            Regulation
            AB, Item 1122 for a full description of servicing criteria.

        

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

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

        

      

      EXHIBIT
        M

       

      FORM
        OF
        BACK-UP CERTIFICATION

       

      Re: __________
        (the “Trust”)

       

      Mortgage
        Pass-Through Certificates, Series 2006-WF1

       

      I,
        [identify the certifying individual], certify to Nomura Asset Acceptance
        Corporation (the “Depositor”), HSBC Bank USA, National Association (the
“Trustee”) and Wells Fargo Bank, N.A. (the “Master Servicer”), and their
        respective officers, directors and affiliates, and with the knowledge and
        intent
        that they will rely upon this certification, that:


       

      (1) I
        have
        reviewed the servicer compliance statement of the Servicer provided in
        accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
        report on assessment of the Servicer’s compliance with the servicing criteria
        set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided
        in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act
        of
        1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
        report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
        Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all
        servicing reports, officer’s certificates and other information relating to the
        servicing of the Mortgage Loans by the Servicer during 200[ ] that were
        delivered by the Servicer to the Master Servicer pursuant to the Agreement
        (collectively, the “Servicer Servicing Information”);

       

      (2) Based
        on
        my knowledge, the Servicer Servicing Information, taken as a whole, does
        not
        contain any untrue statement of a material fact or omit to state a material
        fact
        necessary to make the statements made, in the light of the circumstances
        under
        which such statements were made, not misleading with respect to the period
        of
        time covered by the Servicer Servicing Information;

       

      (3) Based
        on
        my knowledge, all of the Servicer Servicing Information required to be provided
        by the Servicer under the Agreement has been provided to the Master
        Servicer;

       

      (4) I
        am
        responsible for reviewing the activities performed by the Servicer as servicer
        under the Agreement, and based on my knowledge and the compliance review
        conducted in preparing the Compliance Statement and except as disclosed in
        the
        Compliance Statement, the Servicing Assessment or the Attestation Report,
        the
        Servicer has fulfilled its obligations under the Agreement in all material
        respects; and

       

      (5) The
        Compliance Statement required to be delivered by the Servicer pursuant to
        the
        Agreement, and the Servicing Assessment and Attestation Report required to
        be
        provided by the Servicer and by any Subservicer or Subcontractor pursuant
        to the
        Agreement, have been provided to the Master Servicer. Any material instances
        of
        noncompliance described in such reports have been disclosed to the Master
        Servicer. Any material instance of noncompliance with the Servicing Criteria
        has
        been disclosed in such reports.

       

      Capitalized
        terms used and not otherwise defined herein have the meanings assigned thereto
        in the Pooling and Servicing Agreement (the “Agreement”), dated as of August 1,
        2006, among Nomura Asset Acceptance Corporation, Nomura Credit & Capital,
        Inc., Wells Fargo Bank, N.A. and HSBC Bank USA, National
        Association

       

       

      
        	
                Date:

              	 	 
	 	 
	 	 
	
                [Signature]

              	 
	 	 
	
                [Title]

              	 


      

      



      EXHIBIT
        N

       

      FORM
        10-D, FORM 8-K AND FORM 10-K

      REPORTING
        RESPONSIBILITY

      


      As
        to
        each item described below, the entity indicated as the Responsible Party
        shall
        be primarily responsible for reporting the information to the party identified
        as responsible for preparing the Securities Exchange Act Reports pursuant
        to
        Section 5.12. An asterisk indicates that the Responsible Party is responsible
        for aggregating the information it receives from other Responsible
        Parties.

      


      Under
        Item 1 of Form 10-D: a) items marked “5.07 statement” are required to be
        included in the periodic Distribution Date statement under Section 5.07,
        provided by the Securities Administrator based on information received from
        the
        Master Servicer; and b) items marked “Form 10-D report” are required to be in
        the Form 10-D report but not the 5.07 statement, provided by the party
        indicated. Information under all other Items of Form 10-D is to be included
        in
        the Form 10-D report.

      


      Additional
        Form 10-D Disclosure

      


      


      
        	
                ADDITIONAL
                  FORM 10-D DISCLOSURE

              
	
                Item
                  on Form 10-D

              	
                Party
                  Responsible 

              
	
                Item
                  1: Distribution and Pool Performance Information

                 

              	 
	
                Information
                  included in the [Monthly Statement]

              	
                Servicer

                Master
                  Servicer

                Securities
                  Administrator

              
	
                Any
                  information required by 1121 which is NOT included on the [Monthly
                  Statement]

              	
                Depositor

              
	
                Item
                  2: Legal Proceedings

                 

                Any
                  legal proceeding pending against the following entities or their
                  respective property, that is material to Certificateholders, including
                  any
                  proceeding sknown to be contemplated by governmental
                  authorities:

              	 
	
                ▪
                  Issuing Entity (Trust Fund)

              	
                Trustee,
                  Master Servicer, Securities Administrator and Depositor

              
	
                ▪
                  Sponsor (Seller)

              	
                Seller
                  (if a party to the Pooling and Servicing Agreement) or
                  Depositor

              
	
                ▪
                  Depositor

              	
                Depositor

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer

              
	
                ▪
                  Custodian

              	
                Custodian

              
	
                ▪
                  1110(b) Originator

              	
                Depositor

              
	
                ▪
                  Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
                  Administrator)

              	
                Servicer

              
	
                ▪
                  Any other party contemplated by 1100(d)(1)

              	
                Depositor

              
	
                Item
                  3: Sale of Securities and Use of Proceeds

                Information
                  from Item 2(a) of Part II of Form 10-Q:

                 

                With
                  respect to any sale of securities by the sponsor, depositor or
                  issuing
                  entity, that are backed by the same asset pool or are otherwise
                  issued by
                  the issuing entity, whether or not registered, provide the sales
                  and use
                  of proceeds information in Item 701 of Regulation S-K. Pricing
                  information
                  can be omitted if securities were not registered.

              	
                Depositor

              
	
                Item
                  4: Defaults Upon Senior Securities

                 

                Information
                  from Item 3 of Part II of Form 10-Q:

                 

                Report
                  the occurrence of any Event of Default (after expiration of any
                  grace
                  period and provision of any required notice)

              	
                Securities
                  Administrator

                Trustee

              
	
                Item
                  5: Submission of Matters to a Vote of Security
                  Holders

                 

                Information
                  from Item 4 of Part II of Form 10-Q

              	
                Securities
                  Administrator

                Trustee

              
	
                Item
                  6: Significant Obligors of Pool Assets

                 

                Item
                  1112(b) - Significant
                  Obligor Financial Information*

              	
                Depositor

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Item.

              	 
	
                Item
                  7: Significant Enhancement Provider Information

                 

                Item
                  1114(b)(2) - Credit Enhancement Provider Financial
                  Information*

              	 
	
                ▪
                  Determining applicable disclosure threshold

              	
                Depositor

              
	
                ▪
                  Requesting required financial information (including any required
                  accountants’ consent to the use thereof) or effecting incorporation by
                  reference

              	
                Depositor

              
	
                Item
                  1115(b) - Derivative Counterparty Financial
                  Information*

              	 
	
                ▪
                  Determining current maximum probable exposure

              	
                Depositor

              
	
                ▪
                  Determining current significance percentage

              	
                Depositor

              
	
                ▪
                  Requesting required financial information (including any required
                  accountants’ consent to the use thereof) or effecting incorporation by
                  reference

              	
                Depositor

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Items.

              	 
	
                Item
                  8: Other Information

                 

                Disclose
                  any information required to be reported on Form 8-K during the
                  period
                  covered by the Form 10-D but not reported

              	
                Any
                  party responsible for the applicable Form 8-K Disclosure
                  item

              
	
                Item
                  9: Exhibits

              	 
	
                Monthly
                  Statement to Certificateholders

              	
                Securities
                  Administrator

              
	
                Exhibits
                  required by Item 601 of Regulation S-K, such as material
                  agreements

              	
                Depositor

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Additional
        Form 10-K Disclosure

      


      


      
        	
                ADDITIONAL
                  FORM 10-K DISCLOSURE

              
	
                Item
                  on Form 10-K

              	
                Party
                  Responsible 

              
	
                Item
                  1B: Unresolved Staff Comments

                 

              	
                Depositor

              
	
                Item
                  9B: Other Information

                Disclose
                  any information required to be reported on Form 8-K during the
                  fourth
                  quarter covered by the Form 10-K but not reported

              	
                Any
                  party responsible for disclosure items on Form 8-K

              
	
                Item
                  15: Exhibits, Financial Statement Schedules

              	
                Securities
                  Administrator

                Depositor

              
	
                Reg
                  AB Item 1112(b): Significant Obligors of Pool
                  Assets

              	 
	
                Significant
                  Obligor Financial Information*

              	
                Depositor

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Item.

              	 
	
                Reg
                  AB Item 1114(b)(2): Credit Enhancement Provider Financial
                  Information

              	 
	
                ▪
                  Determining applicable disclosure threshold

              	
                Depositor

              
	
                ▪
                  Requesting required financial information (including any required
                  accountants’ consent to the use thereof) or effecting incorporation by
                  reference

              	
                Depositor

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Items.

              	 
	
                Reg
                  AB Item 1115(b): Derivative Counterparty Financial
                  Information

              	 
	
                ▪
                  Determining current maximum probable exposure

              	
                Depositor

              
	
                ▪
                  Determining current significance percentage

              	
                Depositor

              
	
                ▪
                  Requesting required financial information (including any required
                  accountants’ consent to the use thereof) or effecting incorporation by
                  reference

              	
                Depositor

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Items.

              	 
	
                Reg
                  AB Item 1117: Legal Proceedings

                 

                Any
                  legal proceeding pending against the following entities or their
                  respective property, that is material to Certificateholders, including
                  any
                  proceeding sknown to be contemplated by governmental
                  authorities:

              	 
	
                ▪
                  Issuing Entity (Trust Fund)

              	
                Trustee,
                  Master Servicer, Securities Administrator and Depositor

              
	
                ▪
                  Sponsor (Seller)

              	
                Seller
                  (if a party to the Pooling and Servicing Agreement) or
                  Depositor

              
	
                ▪
                  Depositor

              	
                Depositor

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer

              
	
                ▪
                  Custodian

              	
                Custodian

              
	
                ▪
                  1110(b) Originator

              	
                Depositor

              
	
                ▪
                  Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
                  Administrator)

              	
                Servicer

              
	
                ▪
                  Any other party contemplated by 1100(d)(1)

              	
                Depositor

              
	
                Reg
                  AB Item 1119: Affiliations and Relationships

              	 
	
                Whether
                  (a) the Sponsor (Seller), Depositor or Issuing Entity is an affiliate
                  of
                  the following parties, and (b) to the extent known and material,
                  any of
                  the following parties are affiliated with one another:

              	
                Depositor
                  as to (a) 

                Sponsor/Seller
                  as to (a)

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer 

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Any other 1108(a)(3) servicer

              	
                Servicer

              
	
                ▪
                  Any 1110 Originator

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1112(b) Significant Obligor

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1114 Credit Enhancement Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1115 Derivate Counterparty Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any other 1101(d)(1) material party

              	
                Depositor/Sponsor

              
	
                Whether
                  there are any “outside the ordinary course business arrangements” other
                  than would be obtained in an arm’s length transaction between (a) the
                  Sponsor (Seller), Depositor or Issuing Entity on the one hand,
                  and (b) any
                  of the following parties (or their affiliates) on the other hand,
                  that
                  exist currently or within the past two years and that are material
                  to a
                  Certificateholder’s understanding of the Certificates:

              	
                Depositor
                  as to (a) 

                Sponsor/Seller
                  as to (a)

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer 

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Trustee

              	
                Depositor/Sponsor

              
	
                ▪
                  Any other 1108(a)(3) servicer

              	
                Servicer

              
	
                ▪
                  Any 1110 Originator

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1112(b) Significant Obligor

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1114 Credit Enhancement Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1115 Derivate Counterparty Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any other 1101(d)(1) material party

              	
                Depositor/Sponsor

              
	
                Whether
                  there are any specific relationships involving the transaction
                  or the pool
                  assets between (a) the Sponsor (Seller), Depositor or Issuing Entity
                  on
                  the one hand, and (b) any of the following parties (or their affiliates)
                  on the other hand, that exist currently or within the past two
                  years and
                  that are material:

              	
                Depositor
                  as to (a) 

                Sponsor/Seller
                  as to (a)

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer 

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Trustee

              	
                Depositor/Sponsor

              
	
                ▪
                  Any other 1108(a)(3) servicer

              	
                Servicer

              
	
                ▪
                  Any 1110 Originator

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1112(b) Significant Obligor

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1114 Credit Enhancement Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1115 Derivate Counterparty Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any other 1101(d)(1) material party

              	
                Depositor/Sponsor

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Form
        8-K
        Disclosure Information

      


      


      
        	
                FORM
                  8-K DISCLOSURE INFORMATION

              
	
                Item
                  on Form 8-K

              	
                Party
                  Responsible 

              
	
                Item
                  1.01- Entry into a Material Definitive Agreement

                 

                Disclosure
                  is required regarding entry into or amendment of any definitive
                  agreement
                  that is material to the securitization, even if depositor is not
                  a party.
                  

                 

                Examples:
                  servicing agreement, custodial agreement.

                 

                Note:
                  disclosure not required as to definitive agreements that are fully
                  disclosed in the prospectus

              	
                All
                  parties

              
	
                Item
                  1.02- Termination of a Material Definitive Agreement

                 

                Disclosure
                  is required regarding termination of any definitive agreement that
                  is
                  material to the securitization (other than expiration in accordance
                  with
                  its terms), even if depositor is not a party. 

                 

                Examples:
                  servicing agreement, custodial agreement.

              	
                All
                  parties

              
	
                Item
                  1.03- Bankruptcy or Receivership

                 

                Disclosure
                  is required regarding the bankruptcy or receivership, with respect
                  to any
                  of the following: 

              	 
	
                ▪
                  Sponsor (Seller)

              	
                Depositor/Sponsor
                  (Seller)

              
	
                ▪
                  Depositor

              	
                Depositor

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer

              
	
                ▪
                  Affiliated Servicer

              	
                Servicer

              
	
                ▪
                  Other Servicer servicing 20% or more of the pool assets at the
                  time of the
                  report

              	
                Servicer

              
	
                ▪
                  Other material servicers

              	
                Servicer

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Significant Obligor

              	
                Depositor

              
	
                ▪
                  Credit Enhancer (10% or more)

              	
                Depositor

              
	
                ▪
                  Derivative Counterparty

              	
                Depositor

              
	
                ▪
                  Custodian

              	
                Custodian

              
	
                Item
                  2.04- Triggering Events that Accelerate or Increase a Direct Financial
                  Obligation or an Obligation under an Off-Balance Sheet
                  Arrangement

                 

                Includes
                  an early amortization, performance trigger or other event, including
                  event
                  of default, that would materially alter the payment priority/distribution
                  of cash flows/amortization schedule.

                 

                Disclosure
                  will be made of events other than waterfall triggers which are
                  disclosed
                  in the monthly statements to the certificateholders.

              	
                Depositor

                Master
                  Servicer

                Securities
                  Administrator

              
	
                Item
                  3.03- Material Modification to Rights of Security
                  Holders

                 

                Disclosure
                  is required of any material modification to documents defining
                  the rights
                  of Certificateholders, including the Pooling and Servicing
                  Agreement.

              	
                Securities
                  Administrator

                Trustee

                Depositor

              
	
                Item
                  5.03- Amendments of Articles of Incorporation or Bylaws; Change
                  of Fiscal
                  Year

                Disclosure
                  is required of any amendment “to the governing documents of the issuing
                  entity”.

              	
                Depositor

              
	
                Item
                  6.01- ABS Informational and Computational
                  Material

              	
                Depositor

              
	
                Item
                  6.02- Change of Servicer or Securities Administrator

                 

                Requires
                  disclosure of any removal, replacement, substitution or addition
                  of any
                  master servicer, affiliated servicer, other servicer servicing
                  10% or more
                  of pool assets at time of report, other material servicers or
                  trustee.

              	
                Master
                  Servicer/Securities Administrator/Depositor/

                Servicer/Trustee

              
	
                Reg
                  AB disclosure about any new servicer or master servicer is also
                  required.

              	
                Servicer/Master
                  Servicer/Depositor

              
	
                Reg
                  AB disclosure about any new Trustee is also required.

              	
                Trustee

              
	
                Item
                  6.03- Change in Credit Enhancement or External
                  Support

                Covers
                  termination of any enhancement in manner other than by its terms,
                  the
                  addition of an enhancement, or a material change in the enhancement
                  provided. Applies to external credit enhancements as well as derivatives.
                  

              	
                Depositor/Securities
                  Administrator/Trustee

              
	
                Reg
                  AB disclosure about any new enhancement provider is also
                  required.

              	
                Depositor

              
	
                Item
                  6.04- Failure to Make a Required Distribution

              	
                Securities
                  Administrator

                Trustee

              
	
                Item
                  6.05- Securities Act Updating Disclosure

                 

                If
                  any material pool characteristic differs by 5% or more at the time
                  of
                  issuance of the securities from the description in the final prospectus,
                  provide updated Reg AB disclosure about the actual asset
                  pool.

              	
                Depositor

              
	
                If
                  there are any new servicers or originators required to be disclosed
                  under
                  Regulation AB as a result of the foregoing, provide the information
                  called
                  for in Items 1108 and 1110 respectively.

              	
                Depositor

              
	
                Item
                  7.01- Reg FD Disclosure

              	
                All
                  parties

              
	
                Item
                  8.01- Other Events

                 

                Any
                  event, with respect to which information is not otherwise called
                  for in
                  Form 8-K, that the registrant deems of importance to
                  certificateholders.

              	
                Depositor

              
	
                Item
                  9.01- Financial Statements and Exhibits

              	
                Responsible
                  party for reporting/disclosing the financial statement or
                  exhibit

              


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        O

       

      

        ASSIGNMENT,
          ASSUMPTION AND RECOGNITION AGREEMENT

         

        This
          Assignment, Assumption and Recognition Agreement (this “AAR Agreement”) is made
          and entered into as of August 30, 2006 (the “Closing Date”), among Nomura Credit
& Capital, Inc., having an address at 2 World Financial Center, Building
          B,
          21st Floor, New York, New York 10281 (the “Assignor”), Nomura Asset Acceptance
          Corporation, having an address at 2 World Financial Center, Building B,
          21st
          Floor, New York, New York 10281 (the “Assignee”) and Wells Fargo Bank, N.A.,
          having an address at 1 Home Campus, Des Moines, Iowa 50328-0001 (the “Servicer”
or the “Company”).

         

        In
          consideration of the mutual promises contained herein the parties hereto
          agree
          that the residential mortgage loans identified on the schedule annexed
          hereto as
Attachment 1
          (the
“Assigned Loans”), which are now serviced by the Servicer on behalf of the
          Assignor and its successors and assigns pursuant to the Seller’s Warranties and
          Servicing Agreement (WFHM 2006-W32), dated as of May 1, 2006, between the
          Assignor and the Servicer (the “Servicing Agreement”) and attached hereto as
Attachment 2,
          shall
          be sold by the Assignor to the Assignee pursuant to the Mortgage Loan Purchase
          Agreement, dated as of August 1, 2006 (the “MLPA”), between the Assignor and the
          Assignee and subject to the terms of this AAR Agreement. The Assignee intends
          to
          transfer all right, title and interest in and to the Assigned Loans and
          the
          Servicing Agreement to HSBC Bank USA, National Association, as trustee
          (the
“Trustee”) for the holders of Nomura Asset Acceptance Corporation, Alternative
          Loan Trust, Series 2006-WF1 Mortgage Pass-Through Certificates (the
“Certificateholders”) pursuant to the Pooling and Servicing Agreement, dated as
          of August 1, 2006 (the “Pooling and Servicing Agreement”) among the Assignor, as
          sponsor, the Assignee, as depositor, the Trustee and Wells Fargo Bank,
          N.A., as
          master servicer (the “Master Servicer”) and securities administrator (the
“Securities Administrator”). Capitalized terms used herein but not defined shall
          have the meanings ascribed to them in the Servicing Agreement.

         

        Assignment
          and Assumption

         

        1.  Assignor
          hereby grants, transfers and assigns to Assignee all of the right, title
          and
          interest of Assignor in, to and under the Servicing Agreement as it relates
          to
          the Assigned Loans. Assignor specifically reserves and does not assign
          to
          Assignee any right, title and interest in, to or under the Servicing Agreement,
          as it relates to any mortgage loans other than the Assigned Loans. The
          Assignor
          reserves the right to enforce the representations and warranties,
          indemnification and other remedies contained in Sections 3.01, 3.02 and
          3.03 of
          the Servicing Agreement against the Servicer for any events or circumstances
          occurring prior to the Closing Date. Notwithstanding anything to the contrary
          contained herein, the Assignor specifically reserves and does not assign
          to the
          Assignee the representations and warranties contained in Sections 3.01
          and 3.02
          of the Servicing Agreement or the right to enforce the representations
          and
          warranties against the Company, including, without limitation, the rights
          set
          forth in Section 3.03 of the Servicing Agreement.

         

        Representations,
          Warranties and Covenants

         

        2.  Assignor
          warrants and represents to Assignee and Servicer as of the Closing
          Date:

         

        (a)  Attached
          hereto as Attachment 2
          is a
          true and accurate copy of the Servicing Agreement, which Servicing Agreement
          is
          in full force and effect as of the date hereof and the provisions of which,
          except as set forth herein, have not been waived, amended or modified in
          any
          respect, nor has any notice of termination been given thereunder;

         

        (b)  Assignor
          is the lawful owner of the Assigned Loans with full right to transfer the
          Assigned Loans and any and all of its interests and rights under the Servicing
          Agreement as they relate to the Assigned Loans, free and clear of any and
          all
          claims and encumbrances; and upon the transfer of the Assigned Loans to
          Assignee
          under the MLPA, Assignee shall have good title to each and every Assigned
          Loan,
          as well as any and all of Assignor’s interests and rights under the Servicing
          Agreement as they relate to the Assigned Loans to the extent set forth
          herein,
          free and clear of any and all liens, claims and encumbrances;

         

        (c)  Assignor
          is duly organized, validly existing and in good standing under the laws
          of the
          jurisdiction of its incorporation, and has all requisite power and authority
          to
          sell, transfer and assign the Assigned Loans;

         

        (d)  Assignor
          has full corporate power and authority to execute, deliver and perform
          its
          obligations under this AAR Agreement, and to consummate the transactions
          set
          forth herein. The consummation of the transactions contemplated by this
          AAR
          Agreement is in the ordinary course of Assignor’s business and will not conflict
          with, or result in a breach of, any of the terms, conditions or provisions
          of
          Assignor’s certificate of incorporation or bylaws or any legal restriction, or
          any material agreement or instrument to which Assignor is now a party or
          by
          which it is bound, or result in the violation of any law, rule, regulation,
          order, judgment or decree to which Assignor or its property is subject.
          The
          execution, delivery and performance by Assignor of this AAR Agreement and
          the
          consummation by it of the transactions contemplated hereby, have been duly
          authorized by all necessary corporate action on the part of Assignor. This
          AAR
          Agreement has been duly executed and delivered by Assignor and, upon the
          due
          authorization, execution and delivery by Assignee and Servicer, will constitute
          the valid and legally binding obligation of Assignor enforceable against
          Assignor in accordance with its terms except as enforceability may be limited
          by
          bankruptcy, reorganization, insolvency, moratorium or other similar laws
          now or
          hereafter in effect relating to creditors’ rights generally, and by general
          principles of equity regardless of whether enforceability is considered
          in a
          proceeding in equity or at law; and

         

        (e)  No
          consent, approval, order or authorization of, or declaration, filing or
          registration with, any governmental entity is required to be obtained or
          made by
          Assignor in connection with the execution, delivery or performance by Assignor
          of this AAR Agreement, or the consummation by it of the transactions
          contemplated hereby.

         

        3.  Assignee
          warrants and represents to, and covenants with, Assignor and Servicer as
          of the
          Closing Date:

         

        (a)  Assignee
          is duly organized, validly existing and in good standing under the laws
          of the
          jurisdiction of its incorporation and has all requisite power and authority
          to
          acquire, own and purchase the Assigned Loans;

         

        (b)  Assignee
          has full corporate power and authority to execute, deliver and perform
          its
          obligations under this AAR Agreement, and to consummate the transactions
          set
          forth herein. The consummation of the transactions contemplated by this
          AAR
          Agreement is in the ordinary course of Assignee’s business and will not conflict
          with, or result in a breach of, any of the terms, conditions or provisions
          of
          Assignee’s certificate of incorporation or by-laws or any legal restriction, or
          any material agreement or instrument to which Assignee is now a party or
          by
          which it is bound, or result in the violation of any law, rule, regulation,
          order, judgment or decree to which Assignee or its property is subject.
          The
          execution, delivery and performance by Assignee of this AAR Agreement and
          the
          consummation by it of the transactions contemplated hereby, have been duly
          authorized by all necessary corporate action on the part of Assignee. This
          AAR
          Agreement has been duly executed and delivered by Assignee and, upon the
          due
          authorization, execution and delivery by Assignor and the Servicer, will
          constitute the valid and legally binding obligation of Assignee enforceable
          against Assignee in accordance with its terms except as enforceability
          may be
          limited by bankruptcy, reorganization, insolvency, moratorium or other
          similar
          laws now or hereafter in effect relating to creditors’ rights generally, and by
          general principles of equity regardless of whether enforceability is considered
          in a proceeding in equity or at law;

         

        (c)  No
          consent, approval, order or authorization of, or declaration, filing or
          registration with, any governmental entity is required to be obtained or
          made by
          Assignee in connection with the execution, delivery or performance by Assignee
          of this AAR Agreement, or the consummation by it of the transactions
          contemplated hereby; and

         

        (d)  Assignee
          agrees to be bound by all of the terms, covenants and conditions of the
          Servicing Agreement, as modified by this AAR Agreement, with respect to
          the
          Assigned Loans.

         

        4.  The
          Servicer warrants and represents to, and covenants with, Assignor and Assignee
          as of the Closing Date:

         

        (a)  Attached
          hereto as Attachment 2
          is a
          true and accurate copy of the Servicing Agreement, which Servicing Agreement
          is
          in full force and effect as of the Closing Date and the provisions of which,
          except as set forth herein, have not been waived, amended or modified in
          any
          respect, nor has any notice of termination been given thereunder;

         

        (b)  The
          Servicer is duly organized, validly existing and in good standing under
          the laws
          of the United States of America, and has all requisite power and authority
          to
          service the Assigned Loans and otherwise to perform its obligations under
          the
          Servicing Agreement, as modified by this AAR Agreement;

         

        (c)  The
          Servicer has full power and authority to execute, deliver and perform its
          obligations under this AAR Agreement, and to consummate the transactions
          set
          forth herein. The consummation of the transactions contemplated by this
          AAR
          Agreement is in the ordinary course of the Servicer’s business and will not
          conflict with, or result in a breach of, any of the terms, conditions or
          provisions of the Servicer’s charter or by-laws or any legal restriction, or any
          material agreement or instrument to which the Servicer is now a party or
          by
          which it is bound, or result in the violation of any law, rule, regulation,
          order, judgment or decree to which the Servicer or its property is subject.
          The
          execution, delivery and performance by the Servicer of this AAR Agreement
          and
          the consummation by it of the transactions contemplated hereby, have been
          duly
          authorized by all necessary action on the part of the Servicer. This AAR
          Agreement has been duly executed and delivered by the Servicer, and, upon
          the
          due, authorization, execution and delivery by Assignor and Assignee, will
          constitute the valid and legally binding obligation of the Servicer, enforceable
          against the Servicer in accordance with its terms except as enforceability
          may
          be limited by insolvency, liquidation, conservatorship or other similar
          laws
          administered by the Federal Deposit Insurance Corporation affecting the
          enforcement of contract obligations of insured banks, and by general principals
          of equity regardless of whether enforceability is considered in a proceeding
          in
          equity or at law;;

         

        (d)  No
          consent, approval, order or authorization of, or declaration, filing or
          registration with, any governmental entity is required to be obtained or
          made by
          the Servicer in connection with the execution, delivery or performance
          by the
          Servicer of this AAR Agreement, or the consummation by it of the transactions
          contemplated hereby; and

         

        (e)  The
          Servicer shall service the Assigned Loans in accordance with the terms
          and
          provisions of the Servicing Agreement, as modified by this AAR Agreement.
          The
          Servicer shall establish a Custodial Account and an Escrow Account under
          the
          Servicing Agreement with respect to the Assigned Loans separate from the
          Custodial Account and Escrow Account previously established under the Servicing
          Agreement in favor of Assignor, and shall remit collections received on
          the
          Assigned Loans to the appropriate account as required by the Servicing
          Agreement. The Custodial Account and the Escrow Account each shall be entitled
          “Wells Fargo Bank, N.A., as Servicer for HSBC Bank USA, National Association
          as
          Trustee, in trust for the registered holders of Nomura Asset Acceptance
          Corporation, Alternative Loan Trust, Series 2006-WF1” and shall be established
          and maintained with a Qualified Depository. Any funds held in the Custodial
          Account are and shall remain uninvested.

         

        Recognition
          of Assignee.

         

        5.  From
          and
          after the date hereof, Servicer shall recognize Assignee as owner of the
          Assigned Loans, and acknowledges that the Assigned Loans will be part of
          a
          REMIC, and will service the Assigned Loans in accordance with the Servicing
          Agreement, as modified by this AAR Agreement, but in no event in a manner
          that
          would (i) cause any REMIC to fail to qualify as a REMIC or (ii) result
          in the
          imposition of a tax upon any REMIC (including but not limited to the tax
          on
          prohibited transactions as defined in Section 860F(a)(2) of the Internal
          Revenue
          Code of 1986 (the “Code”) and the tax on contributions to a REMIC set forth in
          Section 860G(d) of the Code). It is the intention of Assignor, Servicer
          and
          Assignee that this AAR Agreement shall be binding upon and for the benefit
          of
          the respective successors and assigns of the parties hereto. Neither Servicer
          nor Assignor shall amend or agree to amend, modify, waive, or otherwise
          alter
          any of the terms or provisions of the Servicing Agreement which amendment,
          modification, waiver or other alteration would in any way affect the Assigned
          Loans without the prior written consent of the Master Servicer and Trustee.
          

         

        6.  The
          Servicer hereby acknowledges that the Trustee, acting pursuant to the terms
          of
          the Pooling and Servicing Agreement, has the right to enforce all obligations
          of
          the Servicer, as they relate to the Assigned Loans, under the Servicing
          Agreement. Such right will include, without limitation, the right to
          indemnification, the right to terminate the Servicer under the Servicing
          Agreement upon the occurrence of an Event of Default thereunder and the
          right to
          exercise certain rights of consent and approval relating to actions taken
          by the
          Servicer under the Servicing Agreement. In addition, any notice required
          to be
          given by the “Purchaser” pursuant to Section 10.01 of the Servicing Agreement
          shall be given by the Master Servicer or the Trustee. The Servicer further
          acknowledges that pursuant to the terms of the Pooling and Servicing Agreement,
          the Master Servicer is required to monitor the performance of the Servicer
          under
          the Servicing Agreement, except with respect to Section 4.23 of the Servicing
          Agreement. The Master Servicer shall have the right to receive all remittances
          required to be made by the Servicer under the Servicing Agreement, the
          right to
          receive all monthly reports and other data required to be delivered by
          the
          Servicer under the Servicing Agreement, the right to examine the books
          and
          records of the Servicer under the Servicing Agreement and the right to
          indemnification under the Servicing Agreement. In addition, if the Servicer
          shall fail to remit any payment pursuant to the Servicing Agreement, the
          Master
          Servicer shall notify the Trustee and the Servicer of such failure as set
          forth
          in Section 10.01 of the Servicing Agreement. The Servicer hereby agrees
          to make
          all remittances required under the Servicing Agreement to the Master Servicer
          for the benefit of the Certificateholders in accordance with the following
          wire
          instructions:

         

        Wells
          Fargo Bank, N.A.

        ABA:
          121000248

        Acct
          #:
          3970771416

        Acct
          Name: SAS Clearing

        For
          Further Credit to: NAAC 2006-WF1 Account #50944300

         

        7.  Pursuant
          to Section 9.01(a) of the Servicing Agreement, the Servicer hereby makes
          the
          representations and warranties set forth in Section 3.01 of the Servicing
          Agreement as of the Closing Date.

         

        8.  In
          the
          event that the Assignor substitutes any Deleted Mortgage Loans with any
          Qualified Substitute Mortgage Loans in the manner set forth in the Pooling
          and
          Servicing Agreement, the Servicer shall determine the amount (the “Substitution
          Shortfall Amount”), if any, by which the aggregate purchase price of all such
          Deleted Mortgage Loans exceeds the aggregate of, as to each such Qualified
          Substitute Mortgage Loan, (x) the scheduled principal balance thereof as
          of the
          date of substitution, together with one month’s interest on such scheduled
          principal balance at the applicable Mortgage Interest Rate (minus the
          Administration Fee Rate (as defined below)), plus (y) all outstanding Monthly
          Advances and Servicing Advances (including nonrecoverable Monthly Advances
          and
          nonrecoverable Servicing Advances) related thereto; provided, however,
          if the
          Servicer repurchases the Deleted Mortgage Loan, the amounts set forth in
          clause
          (y) shall not be included in the calculation of the Substitution Shortfall
          Amount. On the date of such substitution, the Assignor will deliver or
          cause to
          be delivered to the Servicer for deposit in the Custodial Account an amount
          equal to the Substitution Shortfall Amount, if any, and the Servicer shall
          certify in writing or electronic mail to the Trustee that it has received
          such
          Substitution Shortfall Amount from the Assignor. The Servicer shall remit
          such
          Substitution Shortfall Amount to the Securities Administrator on the next
          succeeding Remittance Date. As used in this Section, the “Administration Fee
          Rate” means the sum of the rates used to calculate the fees payable to the
          Servicer, the Master Servicer and the credit risk manager under the Pooling
          and
          Servicing Agreement. 

         

        Modification
          of the Servicing Agreement

         

        9.  The
          Servicer and Assignor hereby amend the Servicing Agreement with respect
          to the
          Assigned Loans as follows:

         

        (a)  The
          following definitions are added to Article I of the Servicing Agreement
          in
          proper alphabetical order:

         

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

         

        “Covered
          Mortgage Loan”:
          Each
          Mortgage Loan covered by the PMI Policy, as identified on Schedule 2 of
          the
          Pooling and Servicing Agreement.

         

        “Distribution
          Date”:
          The
          25th day of any month, or if such 25th day is not a Business Day, the Business
          Day immediately following such 25th day, commencing in September
          2006.

         

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

         

        “Securities
          Administrator”:
          Wells
          Fargo Bank, N.A. or any successor thereto.

         

        “Trust”:
          Alternative Loan Trust, Series 2006-WF1.

         

        “Trustee”:
          HSBC
          Bank USA, National Association a national banking association, or its successor
          in interest, or any successor trustee.

         

        (b)  The
          definition of Business Day in Article I of the Servicing Agreement is modified
          by replacing clause (ii) with the following:

         

        “(ii)
          a
          day on which banking institutions in the State of New York, the State of
          Maryland, the State of Iowa, the State of California, the State of Minnesota,
          the State of South Carolina and the State in which any Corporate Trust
          Office of
          the Trustee is located are authorized or obligated by law or executive
          order to
          be closed.”

         

        (c)  The
          definition of “Depositor” in Article I of the Servicing Agreement is modified by
          replacing such definition with the following:

         

        “Depositor”:
          Nomura
          Asset Acceptance Corporation”

         

        (d)  The
          definition of “Master Servicer” in Article I of the Servicing Agreement is
          modified by replacing such definition with the following:

         

        “Master
          Servicer”:
          Wells
          Fargo Bank, N.A. or any successor thereto.”

         

        (e)  The
          definition of “Officer’s Certificate” in Article I of this Agreement is modified
          by adding “(i)” at the beginning thereof and the following after the word
“Agreement”: 

         

        “,
          or
          (ii) if provided for in this Agreement, signed by an Authorized Servicer
          Representative, as the case may be, and delivered to the Depositor, the
          Sponsor,
          the Master Servicer, the Securities Administrator and/or the Trustee, as
          the
          case may be, as required by this Agreement.”

         

        (f)  The
          definition of “Opinion of Counsel” in Article I of the Servicing Agreement is
          modified by replacing such definition with the following:

         

        “Opinion
          of Counsel”:
          A
          written opinion of counsel, who may, without limitation, be salaried counsel
          for
          the Depositor, the Company, the Securities Administrator or the Master
          Servicer,
          acceptable to the Trustee, except that any opinion of counsel relating
          to (a)
          the qualification of any REMIC as a REMIC or (b) compliance with the REMIC
          Provisions must be an opinion of independent counsel; provided, however,
          any
          Opinion of Counsel provided by the Company pursuant to clause (b) above
          may be
          provided by internal counsel; provided that the delivery of such Opinion
          of
          Counsel shall not release the Company from any of its obligations hereunder
          and
          the Company shall be responsible for such contemplated actions or inaction,
          as
          the case may be, to the extent it conflicts with the terms of this
          Agreement.”

         

        (g)  The
          definition of “PMI Policy” in Article I of the Servicing Agreement is modified
          by replacing such definition with the following:

         

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

         

        (h)  The
          definition of “Rating Agency” in Article I of the Servicing Agreement is
          modified by replacing such definition with the following:

         

        “Rating
          Agencies”:
          Moody’s Investors Services, Inc. and Standard & Poor’s Ratings Services, or
          their successors. If such agencies or their successors are no longer in
          existence, “Rating Agencies” shall be such nationally recognized statistical
          rating agencies, or other comparable Persons, designated by the Depositor,
          notice of which designation shall be given to the Trustee.”

         

        (i)  The
          definition of “Qualified Depository” in Article I of the Servicing Agreement is
          hereby amended by deleting the words “Group or” following the words “Standard
& Poor’s Ratings” and replacing it with “Services and”.

         

        (j)  The
          following language is added to the end of the definition of “REMIC Provisions”
in Article I of the Servicing Agreement: 

         

        “as
          well
          as provisions of applicable state laws”

         

        (k)  The
          definition of “Servicer” in Article I of the Servicing Agreement is modified by
          replacing such definition with the following:

         

        “Servicer”:
          As
          defined in Section 9.01(d)(iii).

         

        (l)  The
          definition of “Servicing Advances” in Article I of the Servicing Agreement is
          hereby amended by adding the following language after the phrase “including
          reasonable attorney's fees and disbursements”: “but excluding any fees
          associated with the registration of any Mortgage Loan on the MERS System
          as
          required under Section 4.01”.

         

        (m)  The
          definition of “Servicing Advances” in Article I of the Servicing Agreement is
          further amended by adding the following language at the end thereof: “and (f)
          payment of taxes.”

         

        (n)  Section
          4.05 of the Servicing Agreement is modified by deleting the word “and” at the
          end of clause (viii), deleting the “.” at the end of clause (ix) and adding “;”
and adding the following clauses: “(x) to reimburse itself for expenses incurred
          and reimbursable to it pursuant to the fees paid to MERS under Section
          4.01; and
          (xi) to reimburse itself for any Monthly Advance or Servicing Advance previously
          made by it which the Company has determined to be a nonrecoverable Monthly
          Advance or a nonrecoverable Servicing Advance, as evidenced by the delivery
          to
          the Master Servicer of a certificate signed by two officers of the
          Company”.

         

        (o)  Section
          4.15 of the Servicing Agreement is modified by adding the following new
          paragraph at the end thereof:

         

        “Notwithstanding
          anything to the contrary elsewhere in this Agreement, the Servicer shall
          not
          agree to any modification or assumption of a Covered Mortgage Loan or take
          any
          other action with respect to a Covered Mortgage Loan that could result
          in denial
          of coverage under the PMI Policy. The Servicer shall, on behalf of the
          Trustee,
          prepare and file on a timely basis with the PMI Insurer, with a copy to
          the
          Trustee and the Securities Administrator, all claims which may be made
          under the
          PMI Policy with respect to the Covered Mortgage Loans. Consistent with
          all
          rights and obligations hereunder, the Servicer shall take all actions required
          under the PMI Policy as a condition to the payment of any such claim. Any
          amount
          received from the PMI Insurer with respect to any such Covered Mortgage
          Loan
          shall be
          deposited by the Servicer into the Escrow Account in accordance with Section
          4.08.”

         

        (p)  Section
          4.16 of the Servicing Agreement is modified by deleting the “.” from the first
          sentence in the second paragraph and adding the following: “in a manner which
          does not cause such REO Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code or result in the receipt
          by
          any Trust REMIC created hereunder of any “income from non-permitted assets”
within the meaning of Section 860F(a)(2)(B) of the Code, or any “net income from
          foreclosure property” which is subject to taxation under the REMIC
          Provisions.”

         

        (q)  Section
          4.16 of the Servicing Agreement is further modified by deleting the first
          sentence from the third paragraph and replacing it with the following:
“The
          Company, shall either sell any REO Property by the close of the third calendar
          year following the calendar year in which the Trust acquires ownership
          of such
          REO Property for purposes of Section 860(a)(8) of the Code or request from
          the
          Internal Revenue Service, no later than 60 days before the day on which
          the
          three-year grace period would otherwise expire an extension of the three-year
          grace period, unless the Company had delivered to the Trustee an Opinion
          of
          Counsel, addressed to the Trustee and the Depositor, to the effect that
          the
          holding by the Trust of such REO Property subsequent to three years after
          its
          acquisition will not result in the imposition on any Trust REMIC created
          hereunder of taxes on “prohibited transactions” thereof, as defined in Section
          860F of the Code, or cause any Trust REMIC hereunder to fail to qualify
          as a
          REMIC under Federal law at any time that any Certificates issued by the
          Trust
          are outstanding.”

         

        (r)  Section
          4.17 of the Servicing Agreement is modified by deleting the words “on or before
          the Remittance Date” from the first sentence therein.

         

        (s)  The
          second paragraph of Section 5.01 of the Servicing Agreement is modified
          by
          deleting from the first sentence therein the words “second (2nd)
          Business Day following the” and by deleting the phrase “second (2nd)”
from
          the second sentence therein.

         

        (t)  Section
          5.02 of the Servicing Agreement is deleted in its entirety and replaced
          with the
          following:

         

        “No
          later
          than the tenth (10th)
          calendar day (or if such tenth (10th)
          day is
          not a Business Day, the first Business Day immediately preceding such tenth
          (10th)
          day) of
          each month, Company shall furnish to the Master Servicer a computer tape
          or data
          file containing the data specified in Exhibit I, which data shall reflect
          information from the Due Period immediately preceding the Remittance Date
          and
          such other information with respect to the Mortgage Loans as the Master
          Servicer
          may reasonably require to allocate remittances made pursuant to this Agreement
          and provide appropriate statements with respect to such
          remittances.”

         

        (u)  Section
          5.03 of the Servicing Agreement is modified by deleting the words “that if
          requested by a Rating Agency” from the first sentence of clause (ii)
          therein.

         

        (v)  The
          first
          paragraph of Section 6.02 of the Servicing Agreement is modified by deleting
          the
          words “and may request the release of any Mortgage Loan Documents” and adding
          the words “and may request that the Purchaser or its designee release the
          related Mortgage Loan Documents” in the last line of such
          paragraph.

         

        (w)  Section
          6.04 of the Servicing Agreement is modified by deleting the words “the
          Purchaser, any Master Servicer and any Depositor” and “the Purchaser, such
          Master Servicer and such Depositor” and replacing such with “the Master
          Servicer”. 

         

        (x)  Section
          6.05 of the Servicing Agreement is deleted in its entirety and replaced
          with
“Reserved”.

         

        (y)  Section
          6.06 of the Servicing Agreement is modified by deleting the words “the
          Purchaser, any Master Servicer and any Depositor” and “the Purchaser, such
          Master Servicer and such Depositor” and replacing such with “the Master
          Servicer,”.

         

        (z)  Section
          6.07 of the Servicing Agreement is modified by adding the language “, Master
          Servicer,” after the phrase “(or such designee)” in clause (iii) therein.


         

        (aa)  Section
          6.09 of the Servicing Agreement is modified by adding the following paragraph
          immediately following the first paragraph of Section 6.09:

         

        “The
          Company shall not permit the creation of any “interests” (within the meaning of
          Section 860G of the Code) in any REMIC. The Company shall not enter into
          any
          arrangement by which a REMIC will receive a fee or other compensation for
          services nor permit a REMIC to receive any income from assets other than
          “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted
          investments” as defined in Section 860G(a)(5) of the Code.”

         

        (bb)  Section
          8.01 of the Servicing Agreement is deleted in its entirety and replaced
          with the
          following:

         

        “The
          Company shall indemnify the Purchaser and Master Servicer and hold them
          harmless
          against any and all claims, losses, damages, penalties, fines, forfeitures,
          reasonable and necessary legal fees and related costs, judgments, and any
          other
          costs, fees and expenses that the Purchaser or Master Servicer may sustain
          in
          any way related to the failure of the Company to perform its duties and
          service
          the Mortgage Loans in strict compliance with the terms of this Agreement.
          The
          Company immediately shall notify the Purchaser and Master Servicer if a
          claim is
          made by a third party with respect to this Agreement or the Mortgage Loans,
          assume (with prior written consent of the Purchaser or Master Servicer,
          respectively) the defense of any such claim and pay all expenses in connection
          therewith, including counsel fees, and promptly pay, discharge and satisfy
          and
          judgment or decree which may be entered against it or the Purchaser or
          Master
          Servicer in respect of such claim. The Company shall follow any written
          instructions received from the Purchaser or Master Servicer in connection
          with
          such claim. The Purchaser or Master Servicer promptly shall reimburse the
          Company for all amounts advanced by it pursuant to the preceding sentence
          except
          when the claim is in any way related to the Company’s indemnification pursuant
          to Section 3.03, or the failure of the Company to service and administer
          the
          Mortgage Loans in strict compliance with the terms of this
          Agreement.”

         

        (cc)  Section
          9.01(d) of the Servicing Agreement is modified by deleting phrase “(i), (ii),
          (iii) and (vii)” in the first paragraph thereof in its entirety and replacing it
          with the phrase “(i), (ii), (iii), (vii) and (viii)”.

         

        (dd)  Section
          9.01(d)(vi)(A) of the Servicing Agreement is modified by deleting the phrase
          “The Company shall be deemed to represent” in the first line there thereof in
          its entirety and replacing it with the phrase “The Company hereby
          represents”.

         

        (ee)  Section
          9.01(d)(viii) of the Servicing Agreement is modified adding the following
          language at the end thereof: “as may reasonably requested by the Purchaser, any
          Master Servicer, or any Depositor.”

         

        (ff)  Section
          9.01(e)(iv) of the Servicing Agreement is modified adding the following
          language
          at the end thereof: “or Sections 4.25, 6.04, 6.06, 6.07, 9.01(d) or (f) or
          12.14.”

         

        (gg)  Section
          9.01 of the Servicing Agreement is modified by deleting the phrase “Section
          9.01(d)” in the first sentence of the third paragraph thereof in its entirety
          and replacing it with the phrase “Sections 4.25, 6.04, 6.06, 6.07, 9.01(d), (e)
          and (f) and 12.14.”

         

        (hh)  Section
          10.01 of the Servicing Agreement is modified by adding the language “(not
          including Sections 6.04 or 6.06 of this Agreement)” after the phrase “set forth
          in this Agreement” in clause (ii) therein, and by replacing “thirty (30)” with
“fourteen (14)” in clause (x) therein.

         

        (ii)  Section
          11.02 of the Servicing Agreement is hereby deleted in its entirety.

         

        (jj)  Exhibit
          I
          of the Servicing Agreement is modified to include the information set forth
          on
Attachment 3
          hereto
          or in such other format mutually agreed upon by the Company and the Master
          Servicer.

         

        (kk)  Exhibit
          I
          of the Servicing Agreement is further modified by deleting the phrase “Form of
          Remittance Advice” in its entirety and replacing it with the phrase “Form of
          Remittance Report”. 

         

        (ll)  Exhibit
          K
          of the Servicing Agreement is hereby deleted in its entirety and replaced
          with
Attachment 4
          hereto.

         

        Miscellaneous

         

        10.  All
          demands, notices and communications related to the Assigned Loans, the
          Servicing
          Agreement and this AAR Agreement shall be in writing or electronic mail
          and
          shall be deemed to have been duly given if personally delivered at or mailed
          by
          registered mail, postage prepaid, as follows:

         

        (a)   
            In
          the
          case of Assignor,

         

        Nomura
          Credit & Capital, Inc.

        2
          World
          Financial Center

        Building
          B, 18th Floor

        New
          York,
          New York 10281

        Attn:
          Legal Assistant

         

        (b)   
            In
          the
          case of Assignee,

         

        Nomura
          Asset Acceptance Corporation

        2
          World
          Financial Center

        Building
          B, 18th Floor

        New
          York,
          New York 10281

        Attention:
          Legal Assistant

         

        (c)   
            In
          the
          case of Master Servicer,

         

        Wells
          Fargo Bank, N.A.

        9062
          Old
          Annapolis Road

        Columbia,
          Maryland 21045

        Attention:
          Client Manager - NAAC 2006-WF1

        Telecopier:
          (410) 715-2380

         

        (d)   
            In
          the
          case of Servicer,

         

        Wells
          Fargo Bank, N.A.

        1
          Home
          Campus

        Des
          Moines, Iowa 50328-0001

        Attention:
          John B. Brown, MAC X2302-033

         

        With
          a
          copy to:


         

        Wells
          Fargo Bank, N.A.

        1
          Home
          Campus

        Des
          Moines, Iowa 50328-0001

        Attention:
          General Counsel MAC X2401-06T

         

        11.  Each
          party will pay any commissions, fees and expenses, including attorney’s fees, it
          has incurred in connection with the negotiations for, documenting of and
          closing
          of the transactions contemplated by this AAR Agreement.

         

        12.  This
          AAR
          Agreement shall be construed in accordance with the laws of the State of
          New
          York, without regard to conflicts of law principles, and the obligations,
          rights
          and remedies of the parties hereunder shall be determined in accordance
          with
          such laws.

         

        13.  No
          term
          or provision of this AAR Agreement may be waived or modified unless such
          waiver
          or modification is in writing and signed by the party against whom such
          waiver
          or modification is sought to be enforced.

         

        14.  This
          AAR
          Agreement shall inure to the benefit of the successors and assigns of the
          parties hereto. Any entity into which Assignor, Assignee or Company may
          be
          merged or consolidated shall, without the requirement for any further writing,
          be deemed Assignor, Assignee or Company, respectively, hereunder.

         

        15.  This
          AAR
          Agreement shall survive the conveyance of the Assigned Loans, the assignment
          of
          the Servicing Agreement to the extent of the Assigned Loans by Assignor
          to
          Assignee and the termination of the Servicing Agreement.

         

        16.  This
          AAR
          Agreement may be executed simultaneously in any number of counterparts.
          Each
          counterpart shall be deemed to be an original and all such counterparts
          shall
          constitute one and the same instrument.

         

        17.  In
          the
          event that any provision of this AAR Agreement conflicts with any provision
          of
          the Servicing Agreement with respect to the Assigned Loans, the terms of
          this
          AAR Agreement shall control.

         

        18.  For
          purposes of this AAR Agreement, the Trustee and the Master Servicer shall
          be
          considered third party beneficiaries to this Agreement entitled to all
          the
          rights and benefits accruing to the Trustee and the Master Servicer, as
          applicable, herein as if it were a direct party to this AAR
          Agreement.

         

        


        


        [SIGNATURES
          COMMENCE ON FOLLOWING PAGE] 

         

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



        IN
          WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as
          of the
          day and year first above written.

         

        


        NOMURA
          CREDIT & CAPITAL, INC.

        Assignor

        


         

        By:_________________________________

        Name:

        Title:

        


         

        NOMURA
          ASSET ACCEPTANCE CORPORATION

        Assignee

        


         

        By:_________________________________

        Name:

        Title:

        
 

        WELLS
          FARGO BANK, N.A.

        Servicer

        


         

        By:_________________________________

        Name:

        Title:

         

        ACKNOWLEDGED
          AND AGREED TO:

        HSBC
          BANK
          USA, NATIONAL ASSOCIATION

        Trustee
          for the holders of the Nomura Asset Acceptance Corporation,

        Alternative
          Loan Trust, Series 2006-WF1

        Mortgage
          Pass-Through Certificates

        


         

        By:_________________________________

        Name:

        Title:

        


         

        ACKNOWLEDGED
          AND AGREED TO:

        WELLS
          FARGO BANK, N.A.

        Master
          Servicer

        


         

        By:_________________________________

        Name:

        Title:

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        



        ATTACHMENT
          1

         

        ASSIGNED
          LOAN SCHEDULE

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        



        ATTACHMENT
          2

         

        SELLER’S
          WARRANTIES AND SERVICING AGREEMENT

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        



        ATTACHMENT
          3

         

        STANDARD
          FILE LAYOUT- SCHEDULED/SCHEDULED

         

        Exhibit
          1:
          Standard
          File Layout - Master Servicing

         

        
          	
                  Column
                    Name

                	
                  Description

                	
                  Decimal

                	
                  Format
                    Comment

                	
                  Max
                    Size

                
	
                  SER_INVESTOR_NBR

                	
                  A
                    value assigned by the Servicer to define a group of loans.

                	
                   

                	
                  Text
                    up to 10 digits

                	
                  20

                
	
                  LOAN_NBR

                	
                  A
                    unique identifier assigned to each loan by the investor.

                	
                   

                	
                  Text
                    up to 10 digits

                	
                  10

                
	
                  SERVICER_LOAN_NBR

                	
                  A
                    unique number assigned to a loan by the Servicer. This may be
                    different
                    than the LOAN_NBR.

                	
                   

                	
                  Text
                    up to 10 digits

                	
                  10

                
	
                  BORROWER_NAME

                	
                  The
                    borrower name as received in the file. It is not separated by
                    first and
                    last name.

                	
                   

                	
                  Maximum
                    length of 30 (Last, First)

                	
                  30

                
	
                  SCHED_PAY_AMT

                	
                  Scheduled
                    monthly principal and scheduled interest payment that a borrower
                    is
                    expected to pay, P&I constant.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NOTE_INT_RATE

                	
                  The
                    loan interest rate as reported by the Servicer.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  NET_INT_RATE

                	
                  The
                    loan gross interest rate less the service fee rate as reported
                    by the
                    Servicer.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  SERV_FEE_RATE

                	
                  The
                    servicer's fee rate for a loan as reported by the Servicer.
                    

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  SERV_FEE_AMT

                	
                  The
                    servicer's fee amount for a loan as reported by the Servicer.
                    

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NEW_PAY_AMT

                	
                  The
                    new loan payment amount as reported by the Servicer. 

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NEW_LOAN_RATE

                	
                  The
                    new loan rate as reported by the Servicer. 

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  ARM_INDEX_RATE

                	
                  The
                    index the Servicer is using to calculate a forecasted
                    rate.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  ACTL_BEG_PRIN_BAL

                	
                  The
                    borrower's actual principal balance at the beginning of the processing
                    cycle.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  ACTL_END_PRIN_BAL

                	
                  The
                    borrower's actual principal balance at the end of the processing
                    cycle.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  BORR_NEXT_PAY_DUE_DATE

                	
                  The
                    date at the end of processing cycle that the borrower's next
                    payment is
                    due to the Servicer, as reported by Servicer.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  SERV_CURT_AMT_1

                	
                  The
                    first curtailment amount to be applied.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_DATE_1

                	
                  The
                    curtailment date associated with the first curtailment amount.
                    

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  CURT_ADJ_
                    AMT_1

                	
                  The
                    curtailment interest on the first curtailment amount, if
                    applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_AMT_2

                	
                  The
                    second curtailment amount to be applied.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_DATE_2

                	
                  The
                    curtailment date associated with the second curtailment
                    amount.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  CURT_ADJ_
                    AMT_2

                	
                  The
                    curtailment interest on the second curtailment amount, if
                    applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_AMT_3

                	
                  The
                    third curtailment amount to be applied.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_DATE_3

                	
                  The
                    curtailment date associated with the third curtailment
                    amount.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  CURT_ADJ_AMT_3

                	
                  The
                    curtailment interest on the third curtailment amount, if
                    applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PIF_AMT

                	
                  The
                    loan "paid in full" amount as reported by the Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PIF_DATE

                	
                  The
                    paid in full date as reported by the Servicer.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                   

                	
                   

                	
                   

                	
                  Action
                    Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
                    65=Repurchase,70=REO 

                	
                  2

                
	
                  ACTION_CODE

                	
                  The
                    standard FNMA numeric code used to indicate the default/delinquent
                    status
                    of a particular loan.

                
	
                  INT_ADJ_AMT

                	
                  The
                    amount of the interest adjustment as reported by the
                    Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SOLDIER_SAILOR_ADJ_AMT

                	
                  The
                    Soldier and Sailor Adjustment amount, if applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NON_ADV_LOAN_AMT

                	
                  The
                    Non Recoverable Loan Amount, if applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  LOAN_LOSS_AMT

                	
                  The
                    amount the Servicer is passing as a loss, if applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_BEG_PRIN_BAL

                	
                  The
                    scheduled outstanding principal amount due at the beginning of
                    the cycle
                    date to be passed through to investors.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_END_PRIN_BAL

                	
                  The
                    scheduled principal balance due to investors at the end of a
                    processing
                    cycle.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_PRIN_AMT

                	
                  The
                    scheduled principal amount as reported by the Servicer for the
                    current
                    cycle -- only applicable for Scheduled/Scheduled Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_NET_INT

                	
                  The
                    scheduled gross interest amount less the service fee amount for
                    the
                    current cycle as reported by the Servicer -- only applicable
                    for
                    Scheduled/Scheduled Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  ACTL_PRIN_AMT

                	
                  The
                    actual principal amount collected by the Servicer for the current
                    reporting cycle -- only applicable for Actual/Actual
                    Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  ACTL_NET_INT

                	
                  The
                    actual gross interest amount less the service fee amount for
                    the current
                    reporting cycle as reported by the Servicer -- only applicable
                    for
                    Actual/Actual Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PREPAY_PENALTY_
                    AMT

                	
                  The
                    penalty amount received when a borrower prepays on his loan as
                    reported by
                    the Servicer. 

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PREPAY_PENALTY_
                    WAIVED

                	
                  The
                    prepayment penalty amount for the loan waived by the
                    servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  MOD_DATE

                	
                  The
                    Effective Payment Date of the Modification for the loan.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  MOD_TYPE

                	
                  The
                    Modification Type.

                	
                   

                	
                  Varchar
                    - value can be alpha or numeric

                	
                  30

                
	
                  DELINQ_P&I_ADVANCE_AMT

                	
                  The
                    current outstanding principal and interest advances made by
                    Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        STANDARD
          FILE LAYOUT- DELINQUENCY REPORTING

         

        Exhibit
          1: Standard File Layout - Delinquency Reporting

         

        
          	
                  Column/Header
                    Name

                	
                  Description

                	
                  Decimal

                	
                  Format
                    Comment

                
	
                  SERVICER_LOAN_NBR

                	
                  A
                    unique number assigned to a loan by the Servicer. This may be
                    different
                    than the LOAN_NBR

                	 	
                   

                
	
                  LOAN_NBR

                	
                  A
                    unique identifier assigned to each loan by the originator.

                	 	
                   

                
	
                  CLIENT_NBR

                	
                  Servicer
                    Client Number

                	 	 
	
                  SERV_INVESTOR_NBR

                	
                  Contains
                    a unique number as assigned by an external servicer to identify
                    a group of
                    loans in their system.

                	 	
                   

                
	
                  BORROWER_FIRST_NAME

                	
                  First
                    Name of the Borrower.

                	 	 
	
                  BORROWER_LAST_NAME

                	
                  Last
                    name of the borrower.

                	 	 
	
                  PROP_ADDRESS

                	
                  Street
                    Name and Number of Property

                	 	
                   

                
	
                  PROP_STATE

                	
                  The
                    state where the property located.

                	 	
                   

                
	
                  PROP_ZIP

                	
                  Zip
                    code where the property is located.

                	 	
                   

                
	
                  BORR_NEXT_PAY_DUE_DATE

                	
                  The
                    date that the borrower's next payment is due to the servicer
                    at the end of
                    processing cycle, as reported by Servicer.

                	 	
                  MM/DD/YYYY

                
	
                  LOAN_TYPE

                	
                  Loan
                    Type (i.e. FHA, VA, Conv)

                	 	
                   

                
	
                  BANKRUPTCY_FILED_DATE

                	
                  The
                    date a particular bankruptcy claim was filed.

                	 	
                  MM/DD/YYYY

                
	
                  BANKRUPTCY_CHAPTER_CODE

                	
                  The
                    chapter under which the bankruptcy was filed.

                	 	
                   

                
	
                  BANKRUPTCY_CASE_NBR

                	
                  The
                    case number assigned by the court to the bankruptcy
                    filing.

                	 	
                   

                
	
                  POST_PETITION_DUE_DATE

                	
                  The
                    payment due date once the bankruptcy has been approved by the
                    courts

                	 	
                  MM/DD/YYYY

                
	
                  BANKRUPTCY_DCHRG_DISM_DATE

                	
                  The
                    Date The Loan Is Removed From Bankruptcy. Either by Dismissal,
                    Discharged
                    and/or a Motion For Relief Was Granted. 

                	 	
                  MM/DD/YYYY

                
	
                  LOSS_MIT_APPR_DATE

                	
                  The
                    Date The Loss Mitigation Was Approved By The Servicer

                	 	
                  MM/DD/YYYY

                
	
                  LOSS_MIT_TYPE

                	
                  The
                    Type Of Loss Mitigation Approved For A Loan Such As;

                	 	 
	
                  LOSS_MIT_EST_COMP_DATE

                	
                  The
                    Date The Loss Mitigation /Plan Is Scheduled To End/Close

                	 	
                  MM/DD/YYYY

                
	
                  LOSS_MIT_ACT_COMP_DATE

                	
                  The
                    Date The Loss Mitigation Is Actually Completed

                	 	
                  MM/DD/YYYY

                
	
                  FRCLSR_APPROVED_DATE

                	
                  The
                    date DA Admin sends a letter to the servicer with instructions
                    to begin
                    foreclosure proceedings.

                	 	
                  MM/DD/YYYY

                
	
                  ATTORNEY_REFERRAL_DATE

                	
                  Date
                    File Was Referred To Attorney to Pursue Foreclosure

                	 	
                  MM/DD/YYYY

                
	
                  FIRST_LEGAL_DATE

                	
                  Notice
                    of 1st legal filed by an Attorney in a Foreclosure Action

                	 	
                  MM/DD/YYYY

                
	
                  FRCLSR_SALE_EXPECTED_DATE

                	
                  The
                    date by which a foreclosure sale is expected to occur.

                	 	
                  MM/DD/YYYY

                
	
                  FRCLSR_SALE_DATE

                	
                  The
                    actual date of the foreclosure sale.

                	 	
                  MM/DD/YYYY

                
	
                  FRCLSR_SALE_AMT

                	
                  The
                    amount a property sold for at the foreclosure sale.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  EVICTION_START_DATE

                	
                  The
                    date the servicer initiates eviction of the borrower.

                	 	
                  MM/DD/YYYY

                
	
                  EVICTION_COMPLETED_DATE

                	
                  The
                    date the court revokes legal possession of the property from
                    the
                    borrower.

                	 	
                  MM/DD/YYYY

                
	
                  LIST_PRICE

                	
                  The
                    price at which an REO property is marketed.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  LIST_DATE

                	
                  The
                    date an REO property is listed at a particular price.

                	 	
                  MM/DD/YYYY

                
	
                  OFFER_AMT

                	
                  The
                    dollar value of an offer for an REO property.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  OFFER_DATE_TIME

                	
                  The
                    date an offer is received by DA Admin or by the Servicer.

                	 	
                  MM/DD/YYYY

                
	
                  REO_CLOSING_DATE

                	
                  The
                    date the REO sale of the property is scheduled to close.

                	 	
                  MM/DD/YYYY

                
	
                  REO_ACTUAL_CLOSING_DATE

                	
                  Actual
                    Date Of REO Sale

                	 	
                  MM/DD/YYYY

                
	
                  OCCUPANT_CODE

                	
                  Classification
                    of how the property is occupied.

                	 	
                   

                
	
                  PROP_CONDITION_CODE

                	
                  A
                    code that indicates the condition of the property.

                	 	
                   

                
	
                  PROP_INSPECTION_DATE

                	
                  The
                    date a property inspection is performed.

                	 	
                  MM/DD/YYYY

                
	
                  APPRAISAL_DATE

                	
                  The
                    date the appraisal was done.

                	 	
                  MM/DD/YYYY

                
	
                  CURR_PROP_VAL

                	
                   The
                    current "as is" value of the property based on brokers price
                    opinion or
                    appraisal.

                	
                  2

                	
                   

                
	
                  REPAIRED_PROP_VAL

                	
                  The
                    amount the property would be worth if repairs are completed pursuant
                    to a
                    broker's price opinion or appraisal.

                	
                  2

                	
                   

                
	
                  If
                    applicable:

                	
                   

                	 	
                   

                
	
                  DELINQ_STATUS_CODE

                	
                  FNMA
                    Code Describing Status of Loan

                	 	 
	
                  DELINQ_REASON_CODE

                	
                  The
                    circumstances which caused a borrower to stop paying on a loan.
                    Code
                    indicates the reason why the loan is in default for this
                    cycle.

                	 	 
	
                  MI_CLAIM_FILED_DATE

                	
                  Date
                    Mortgage Insurance Claim Was Filed With Mortgage Insurance
                    Company.

                	 	
                  MM/DD/YYYY

                
	
                  MI_CLAIM_AMT

                	
                  Amount
                    of Mortgage Insurance Claim Filed

                	 	
                  No
                    commas(,) or dollar signs ($)

                
	
                  MI_CLAIM_PAID_DATE

                	
                  Date
                    Mortgage Insurance Company Disbursed Claim Payment

                	 	
                  MM/DD/YYYY

                
	
                  MI_CLAIM_AMT_PAID

                	
                  Amount
                    Mortgage Insurance Company Paid On Claim

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  POOL_CLAIM_FILED_DATE

                	
                  Date
                    Claim Was Filed With Pool Insurance Company

                	 	
                  MM/DD/YYYY

                
	
                  POOL_CLAIM_AMT

                	
                  Amount
                    of Claim Filed With Pool Insurance Company

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  POOL_CLAIM_PAID_DATE

                	
                  Date
                    Claim Was Settled and The Check Was Issued By The Pool
                    Insurer

                	 	
                  MM/DD/YYYY

                
	
                  POOL_CLAIM_AMT_PAID

                	
                  Amount
                    Paid On Claim By Pool Insurance Company

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FHA_PART_A_CLAIM_FILED_DATE

                	
                   Date
                    FHA Part A Claim Was Filed With HUD

                	 	
                  MM/DD/YYYY

                
	
                  FHA_PART_A_CLAIM_AMT

                	
                   Amount
                    of FHA Part A Claim Filed

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FHA_PART_A_CLAIM_PAID_DATE

                	
                   Date
                    HUD Disbursed Part A Claim Payment

                	 	
                  MM/DD/YYYY

                
	
                  FHA_PART_A_CLAIM_PAID_AMT

                	
                   Amount
                    HUD Paid on Part A Claim

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FHA_PART_B_CLAIM_FILED_DATE

                	
                    Date
                    FHA Part B Claim Was Filed With HUD

                	 	
                  MM/DD/YYYY

                
	
                  FHA_PART_B_CLAIM_AMT

                	
                    Amount
                    of FHA Part B Claim Filed

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FHA_PART_B_CLAIM_PAID_DATE

                	
                     Date
                    HUD Disbursed Part B Claim Payment

                	 	
                  MM/DD/YYYY

                
	
                  FHA_PART_B_CLAIM_PAID_AMT

                	
                   Amount
                    HUD Paid on Part B Claim

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  VA_CLAIM_FILED_DATE

                	
                   Date
                    VA Claim Was Filed With the Veterans Admin

                	 	
                  MM/DD/YYYY

                
	
                  VA_CLAIM_PAID_DATE

                	
                   Date
                    Veterans Admin. Disbursed VA Claim Payment

                	 	
                  MM/DD/YYYY

                
	
                  VA_CLAIM_PAID_AMT

                	
                   Amount
                    Veterans Admin. Paid on VA Claim

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                


        

         

        
 

        Exhibit
          2: Standard
          File Codes - Delinquency Reporting

        


         

        The
          Loss
          Mit Type
          field
          should show the approved Loss Mitigation Code as follows: 

         

        
          	·  	
                  ASUM-Approved
                    Assumption

                


        

         

        
          	·  	
                  BAP-Borrower
                    Assistance Program

                


        

         

        
          	·  	
                  CO-
                    Charge Off

                


        

         

        
          	·  	
                  DIL-
                    Deed-in-Lieu

                


        

         

        
          	·  	
                  FFA-
                    Formal Forbearance Agreement

                


        

         

        
          	·  	
                  MOD-
                    Loan Modification

                


        

         

        
          	·  	
                  PRE-
                    Pre-Sale

                


        

         

        
          	·  	
                  SS-
                    Short Sale

                


        

         

        
          	·  	
                  MISC-Anything
                    else approved by the PMI or Pool
                    Insurer

                


        

        


         

        NOTE:
          Wells
          Fargo Bank will accept alternative Loss Mitigation Types to those above,
          provided that they are consistent with industry standards. If Loss Mitigation
          Types other than those above are used, the Servicer must supply Wells Fargo
          Bank
with a description of each of the Loss Mitigation Types prior to sending
          the
          file.


         

        The
          Occupant
          Code
          field
          should show the current status of the property code as follows:

         

        
          	·  	
                  Mortgagor

                


        

         

        
          	·  	
                  Tenant

                


        

         

        
          	·  	
                  Unknown
                    

                


        

         

        
          	·  	
                  Vacant

                


        

        
 

        The
          Property
          Condition
          field
          should show the last reported condition of the property as follows:


         

        
          	·  	
                  Damaged

                


        

         

        
          	·  	
                  Excellent

                


        

         

        
          	·  	
                  Fair

                


        

         

        
          	·  	
                  Gone

                


        

         

        
          	·  	
                  Good

                


        

         

        
          	·  	
                  Poor

                


        

         

        
          	·  	
                  Special
                    Hazard

                


        

         

        
          	·  	
                  Unknown

                


        

         


        The
          FNMA
          Delinquent Reason Code
          field
          should show the Reason for Delinquency as follows: 

        


        
          	
                  Delinquency
                    Code

                	
                  Delinquency
                    Description

                
	
                  001

                	
                  FNMA-Death
                    of principal mortgagor

                
	
                  002

                	
                  FNMA-Illness
                    of principal mortgagor

                
	
                  003

                	
                  FNMA-Illness
                    of mortgagor’s family member

                
	
                  004

                	
                  FNMA-Death
                    of mortgagor’s family member

                
	
                  005

                	
                  FNMA-Marital
                    difficulties

                
	
                  006

                	
                  FNMA-Curtailment
                    of income

                
	
                  007

                	
                  FNMA-Excessive
                    Obligation

                
	
                  008

                	
                  FNMA-Abandonment
                    of property

                
	
                  009

                	
                  FNMA-Distant
                    employee transfer

                
	
                  011

                	
                  FNMA-Property
                    problem

                
	
                  012

                	
                  FNMA-Inability
                    to sell property

                
	
                  013

                	
                  FNMA-Inability
                    to rent property

                
	
                  014

                	
                  FNMA-Military
                    Service

                
	
                  015

                	
                  FNMA-Other

                
	
                  016

                	
                  FNMA-Unemployment

                
	
                  017

                	
                  FNMA-Business
                    failure

                
	
                  019

                	
                  FNMA-Casualty
                    loss

                
	
                  022

                	
                  FNMA-Energy
                    environment costs

                
	
                  023

                	
                  FNMA-Servicing
                    problems

                
	
                  026

                	
                  FNMA-Payment
                    adjustment

                
	
                  027

                	
                  FNMA-Payment
                    dispute

                
	
                  029

                	
                  FNMA-Transfer
                    of ownership pending

                
	
                  030

                	
                  FNMA-Fraud

                
	
                  031

                	
                  FNMA-Unable
                    to contact borrower

                
	
                  INC

                	
                  FNMA-Incarceration

                


        

        


        



        Exhibit
          3: Calculation
          of Realized Loss/Gain Form 332- Instruction Sheet

         

        NOTE:
          Do not net or combine items. Show all expenses individually and all credits
          as
          separate line items. Claim packages are due on the remittance report date.
          Late
          submissions may result in claims not being passed until the following month.
          The
          Servicer is responsible to remit all funds pending loss approval and /or
          resolution of any disputed items. 

        


        The
          numbers on the 332 form correspond with the numbers listed below.

         

        Liquidation
          and Acquisition Expenses:

         

        1.          
           The
          Actual Unpaid Principal Balance of the Mortgage Loan. For documentation,
          an
          Amortization Schedule from date of default through liquidation breaking
          out the
          net interest and servicing fees advanced is required.

         

        2.          
           The
          Total
          Interest Due less the aggregate amount of servicing fee that would have
          been
          earned if all delinquent payments had been made as agreed. For documentation,
          an
          Amortization Schedule from date of default through liquidation breaking
          out the
          net interest and servicing fees advanced is required.

         

        3.          
            Accrued
          Servicing Fees based upon the Scheduled Principal Balance of the Mortgage
          Loan
          as calculated on a monthly basis. For documentation, an Amortization Schedule
          from date of default through liquidation breaking out the net interest
          and
          servicing fees advanced is required.

         

        4-12.     
           Complete
          as applicable. Required documentation:

         

        *
          For
          taxes and insurance advances - see page 2 of 332 form - breakdown required
          showing period of
          coverage, base tax, interest, penalty. Advances prior to default require
          evidence of servicer efforts to recover advances.

         

        *
          For
          escrow advances - complete payment history (to
          calculate advances from last positive escrow balance forward)

         

        *
          Other
          expenses -  copies of corporate advance history showing all payments


         

        *
          REO
          repairs > $1500 require explanation

         

        *
          REO
          repairs >$3000 require evidence of at least 2 bids.

         

        *
          Short
          Sale or Charge Off require P&L supporting the decision and WFB’s approved
          Officer Certificate 

         

        *
          Unusual
          or extraordinary items may require further documentation. 

         

        13.  The
          total
          of lines 1 through 12.

         

        Credits:
          

         

        14-21.   
           Complete
          as applicable. Required documentation:

         

        *
          Copy of
          the HUD 1 from the REO sale. If a 3rd
          Party
          Sale, bid instructions and Escrow Agent / Attorney Letter
          of
          Proceeds Breakdown.

         

        *
          Copy of
          EOB for any MI or gov't guarantee 

         

        *
          All
          other credits need to be clearly defined on the 332
          form      
     

         

         

        
          	 	
                  22.

                	
                  The
                    total of lines 14 through 21.

                


        

         

        Please
          Note: For
          HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b)
          for Part
          B/Supplemental proceeds.

         

        Total
          Realized Loss (or Amount of Any Gain)

         

        23.        
           The
          total
          derived from subtracting line 22 from 13. If the amount represents a realized
          gain, show
          the
          amount in parenthesis ( ). 


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Exhibit
          3A: Calculation
          of Realized Loss/Gain Form 332

        
           

          Prepared
            by: __________________   Date:
            _____________________

          Phone:
            ______________________           
Email Address:_____________________


           

          
            	
                     
                      Servicer Loan No.

                  	 	
                     
                      Servicer Name

                  	 	
                     
                      Servicer Address 

                     

                  


          

           

          WELLS
            FARGO BANK, N.A. Loan No._________________________________________

           

          Borrower's
            Name: _________________________________________________________

          Property
            Address: _________________________________________________________

           

          Liquidation
            Type: REO Sale  
            3rd
            Party Sale  
Short
            Sale 
Charge
            Off 

           

          Was
            this loan granted a Bankruptcy deficiency or cramdown  Yes                            
            No

          If
“Yes”,
            provide deficiency or cramdown amount
            ________________________________________

           

          Liquidation
            and Acquisition Expenses:

          

            
              	
                      (1)

                    	
                      Actual
                        Unpaid Principal Balance of Mortgage Loan

                    	
                      $
                        _______________

                    	
                      (1)

                    
	
                      (2)

                    	
                      Interest
                        accrued at Net Rate

                    	
                      ________________

                    	
                      (2)

                    
	
                      (3)

                    	
                      Accrued
                        Servicing Fees

                    	
                      ________________

                    	
                      (3)

                    
	
                      (4)

                    	
                      Attorney's
                        Fees

                    	
                      ________________

                    	
                      (4)

                    
	
                      (5)

                    	
                      Taxes
                        (see page 2)

                    	
                      ________________

                    	
                      (5)

                    
	
                      (6)

                    	
                      Property
                        Maintenance

                    	
                      ________________

                    	
                      (6)

                    
	
                      (7)

                    	
                      MI/Hazard
                        Insurance Premiums (see page 2)

                    	
                      ________________

                    	
                      (7)

                    
	
                      (8)

                    	
                      Utility
                        Expenses

                    	
                      ________________

                    	
                      (8)

                    
	
                      (9)

                    	
                      Appraisal/BPO

                    	
                      ________________

                    	
                      (9)

                    
	
                      (10)

                    	
                      Property
                        Inspections

                    	
                      ________________

                    	
                      (10)

                    
	
                      (11)

                    	
                      FC
                        Costs/Other Legal Expenses

                    	
                      ________________

                    	
                      (11)

                    
	
                      (12)

                    	
                      Other
                        (itemize)

                    	
                      $________________

                    	
                      (12)

                    
	
                      Cash
                        for Keys__________________________

                    	 	
                      ________________

                    	 
	
                      HOA/Condo
                        Fees_______________________

                    	 	
                      ________________

                    	 
	
                      ______________________________________

                    	 	
                      ________________

                    	 
	
                      ______________________________________

                    	 	
                      ________________

                    	 
	
                      Total
                        Expenses

                    	 	
                      $
                        _______________

                    	
                      (13)

                    
	
                      Credits:

                    	 	 	 
	
                      (14)

                    	
                      Escrow
                        Balance

                    	
                      $
                        _______________

                    	
                      (14)

                    
	
                      (15)

                    	
                      HIP
                        Refund

                    	
                      ________________

                    	
                      (15)

                    
	
                      (16)

                    	
                      Rental
                        Receipts

                    	
                      ________________

                    	
                      (16)

                    
	
                      (17)

                    	
                      Hazard
                        Loss Proceeds

                    	
                      ________________

                    	
                      (17)

                    
	
                      (18)

                    	
                      Primary
                        Mortgage Insurance / Gov’t Insurance

                    	
                      ________________

                    	
                      (18a)

                    
	 	
                      HUD
                        Part A

                    	 	 
	 	
                      HUD
                        Part B

                    	
                      ________________

                    	
                      (18b)

                    
	
                      (19)

                    	
                      Pool
                        Insurance Proceeds

                    	
                      ________________

                    	
                      (19)

                    
	
                      (20)

                    	
                      Proceeds
                        from Sale of Acquired Property

                    	
                      ________________

                    	
                      (20)

                    
	
                      (21)

                    	
                      Other
                        (itemize)

                    	
                      ________________

                    	
                      (21)

                    
	
                      _________________________________________

                    	 	
                      _________________

                    	 
	
                      _________________________________________

                    	
                       

                    	
                      _________________

                    	 
	
                      Total
                        Credits

                    	
                      $________________

                    	
                       

                    	
                      (22)

                    
	
                      Total
                        Realized Loss (or Amount of Gain)

                    	
                      $________________

                    	
                       

                    	
                      (23)

                    




              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              



          

        

        Escrow
          Disbursement Detail

        


        


        
          	
                  Type

                  (Tax
                    /Ins.)

                	
                  Date
                    Paid

                	
                  Period
                    of Coverage

                	
                  Total
                    Paid

                	
                  Base
                    Amount

                	
                  Penalties

                	
                  Interest

                
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


        

        


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
 


        ATTACHMENT
          4

         

        BACK-UP
          CERTIFICATION

         

        Re: __________
          (the “Trust”)

         

        Mortgage
          Pass-Through Certificates, Series 2006-WF1

         

        I,
          [identify the certifying individual], certify to Nomura Asset Acceptance
          Corporation (the “Depositor”), HSBC Bank USA, National Association (the
“Trustee”) and Wells Fargo Bank, N.A. (the “Master Servicer”), and their
          respective officers, with the knowledge and intent that they will rely
          upon this
          certification, that:

         

        (1) I
          have
          reviewed the servicer compliance statement of the Servicer provided in
          accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
          report on assessment of the Servicer’s compliance with the servicing criteria
          set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided
          in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act
          of
          1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
          report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
          Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all
          servicing reports, officer’s certificates and other information relating to the
          servicing of the Mortgage Loans by the Servicer during 200[ ] that were
          delivered by the Servicer to the Master Servicer pursuant to the Agreement
          (collectively, the “Servicer Servicing Information”);

         

        (2) Based
          on
          my knowledge, the Servicer Servicing Information, taken as a whole, does
          not
          contain any untrue statement of a material fact or omit to state a material
          fact
          necessary to make the statements made, in the light of the circumstances
          under
          which such statements were made, not misleading with respect to the period
          of
          time covered by the Servicer Servicing Information;

         

        (3) Based
          on
          my knowledge, all of the Servicer Servicing Information required to be
          provided
          by the Servicer under the Agreement has been provided to the Master
          Servicer;

         

        (4) I
          am
          responsible for reviewing the activities performed by the Servicer under
          the
          Agreement, and based on my knowledge and the compliance review conducted
          in
          preparing the Compliance Statement and except as disclosed in the Compliance
          Statement, the Servicing Assessment or the Attestation Report, the Servicer
          has
          fulfilled its obligations under the Agreement in all material respects;
          and

         

        (5) The
          Compliance Statement required to be delivered by the Servicer pursuant
          to the
          Agreement, and the Servicing Assessment and Attestation Report required
          to be
          provided by the Servicer and by any Subservicer and Subcontractor pursuant
          to
          the Agreement, have been provided to the Master Servicer. Any material
          instances
          of noncompliance described in such reports have been disclosed to the Master
          Servicer. Any material instance of noncompliance with the Servicing Criteria
          has
          been disclosed in such reports.

         

        Capitalized
          terms used and not otherwise defined herein have the meanings assigned
          thereto
          in the Seller’s Warranties and Servicing Agreement, dated as of May 1, 2006,
          between Wells Fargo Bank, N.A. and Nomura
          Credit & Capital, Inc.,
          as
          modified by the Assignment, Assumption and Recognition Agreement, dated
          as of
          August 30, 2006, among Nomura Credit & Capital, Inc., Nomura Asset
          Acceptance Corporation and Wells Fargo Bank, N.A. (together, the “Servicing
          Agreement”).

         

        


        


        
          	
                  Date:

                	 	 
	 	 
	 	 
	
                  [Signature]

                	 
	 	 
	
                  [Title]

                	 


        

        


         

        


        


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        P

       

      Cap
        Contract

       

      
         

         

        
          
            	
                    Nomura
                      Global Financial Products Inc.

                    2
                      World Financial Center

                    Building
                      B, 22nd
                      Floor

                    New
                      York, New York 10281-1198

                  	
                    

                  


          

           

          
            	
                    Telephone:

                  	 	 	 	 
	
                    Confirmations

                  	
                    (212)
                      667-9522

                  	
                    Direct
                      Fax

                  	
                    (212)
                      667-1047

                  	 


          

           

            
              

            

          

        

         

        
          	
                  Date:

                	
                  Wednesday,
                    The 30th of August 2006

                
	 	 
	
                  To:

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

                
	 	 
	
                  From:

                	
                  Nomura
                    Global Financial Products Inc.

                
	 	 
	
                  Attention:

                	
                  Cap
                    Documentation

                


        

        


         

        


        Re
          : Cap Transaction (Class A-1 Certificates)

        Execution
          Copy

        


        


         

        Dear
          Sir
          or Madam:

        


        The
          purpose of this facsimile message/letter agreement is to confirm the terms
          and
          conditions of the Transaction entered into between Nomura Global Financial
          Products Inc. (“NGFP”) and HSBC Bank USA, National Association, not in its
          individual capacity, but solely as Trustee (the “Trustee”) on
          behalf
          of the Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series
          2006-WF1, Mortgage Pass-Through Certificates, Series 2006-WF1 (the “Counterparty”)
          on the Trade Date specified below (the “Cap Transaction”). 

        


        The
          definitions and provisions contained in the 2000 ISDA Definitions, as published
          by the International Swaps and Derivatives Association, Inc., are incorporated
          into this Confirmation. In the event of any inconsistency between those
          definitions and provisions and this Confirmation, this Confirmation will
          govern.
          This Cap Transaction relates to the Class A-1 Certificates issued pursuant
          to
          the Pooling and Servicing Agreement dated as of August 1, 2006, among Nomura
          Asset Acceptance Corporation, as Depositor, Nomura Credit & Capital, Inc.,
          as Sponsor, GMAC Mortgage Corporation, as Servicer, Wells Fargo Bank, National
          Association, as Master Servicer and Securities Administrator, and HSBC
          Bank USA,
          National Association, as Trustee (the “Pooling and Servicing Agreement”). Terms
          capitalized but not defined herein shall have the respective meanings set
          forth
          in the Pooling and Servicing Agreement.

        


        This
          Confirmation constitutes a “Confirmation” as referred to in, and supplements,
          forms part of and is subject to, the ISDA Master Agreement dated as of
          the
          30th
          of August 2006 as
          amended and supplemented from time to time (the “Agreement”), between NGFP and
          Counterparty. All provisions contained in the Agreement govern this Confirmation
          except as expressly modified below.

        


        1.
          The
          terms of the particular Cap Transaction to which this Confirmation relates
          are
          as follows:

        


        
          	
                  Notional
                    Amount:

                	
                  With
                    respect to any Calculation Period, the Calculation Amount set
                    forth in the
                    Schedule I (Amortization Schedule) below

                
	 	 
	
                  Trade
                    Date:

                	
                  The
                    30th of August 2006

                
	 	 
	
                  Effective
                    Date:

                	
                  The
                    30th of August 2006

                
	 	 
	
                  Termination
                    Date:

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

                
	 	 
	
                  Business
                    Days:

                	
                  New
                    York, unless indicated otherwise

                
	 	 
	
                  FIXED
                    AMOUNTS:

                	 
	 	 
	
                  Fixed
                    Rate Payer:

                	
                  Counterparty

                
	 	 
	
                  Fixed
                    Rate Payer Payment Date:

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

                
	 	 
	
                  Fixed
                    Amount:

                	
                  USD
                    9,000.00

                


        

        


        
          	
                  FLOATING
                    AMOUNTS:

                	 
	 	 
	
                  Floating
                    Rate Payer:

                	
                  NGFP

                
	 	 
	
                  Cap
                    Rate:

                	
                  With
                    respect to each Calculation Period, the Cap Rate set forth for
                    such period
                    on Schedule I (Amortization Schedule) below

                
	 	 
	
                  Floating
                    Rate Payer Payment Dates:

                	
                  The
                    25th of each month, commencing on the 25th of September 2006
                    to and
                    including the 25th of August 2008, all subject to adjustment
                    in accordance
                    with the Modified Following Business Day Convention and the Termination
                    Date (provided that for the avoidance of doubt each of the dates
                    referred
                    to in this clause shall be subject to the defined term “Early
                    Payment”).

                
	 	 
	
                  Floating
                    Rate Payer Period End Dates:

                	
                  The
                    25th of each month, commencing on the 25th of September 2006
                    to and
                    including the 25th of August 2008, all subject to adjustment
                    in accordance
                    with the Modified Following Business Day Convention and the Termination
                    Date

                
	 	 
	
                  Early
                    Payment:

                	
                  Two
                    Business Days

                
	 	 
	
                  Floating
                    Rate for initial Calculation Period:

                	
                  5.33
                    per cent per annum, exclusive of Spread

                
	 	 
	
                  Floating
                    Rate Option:

                	
                  USD-LIBOR-BBA;
                    provided, however, that if the Floating Rate Option on the Reset
                    Date of
                    any Calculation Period is greater than 11.40 per cent per annum,
                    then the
                    Floating Rate Option for such Calculation Period shall be deemed
                    to be
                    11.40 percent per annum

                
	 	 
	
                  Floating
                    Amount:

                	
                  To
                    be determined in accordance with the following formula:

                   

                  The
                    greater of (i) (Floating Rate Option - Cap Rate) x Notional Amount
                    x
                    Floating Rate Payer Day Count Fraction, and (ii) zero

                
	 	 
	
                  Designated
                    Maturity:

                	
                  1
                    month, except for the initial Calculation Period, which shall
                    be the
                    Linear Interpolation of 2 weeks and 1 month 

                
	 	 
	
                  Floating
                    Rate Payer Day Count Fraction:

                	
                  Actual/360

                
	 	 
	Reset
                  Dates:	
                  The
                    first day of each Calculation Period

                
	 	 
	Compounding:	
                  Not
                    Applicable

                
	 	 
	
                  Calculation
                    Agent:

                	
                  NGFP
                    

                
	 	 
	
                  2.
                    Additional Provisions:

                	 
	 	 
	
                  Monthly
                    Information:

                	
                  No
                    later than each Reset Date, NGFP shall deliver to Counterparty,
                    a written
                    confirmation containing the results of the calculations performed
                    on each
                    Reset Date and the amount which is to be paid to Counterparty
                    on the next
                    Floating Rate Payer Payment Date at the following address: 

                   

                  HSBC
                    Bank USA, National Association

                  452
                    Fifth Avenue

                  New
                    York, NY 10018

                  Attention:
                    Corporate Trust - Elena Zheng

                  Fax:
                    (212) 525-1300

                   

                  With
                    a copy to:

                  Wells
                    Fargo Bank, National Association

                  9062
                    Old Annapolis Road

                  Columbia,
                    MD 21045

                  Attention:
                    Client Manager, NAAC 2006-WF1

                  Fax:
                    (410) 715-2380

                


        

         

        3.
          Account Details

        


        Payments
          to NGFP (USD): 

         

        Our
          Account Details:

        Agent
          Bank:     Bank
          of
          America, New York

        Swift
          Code:        
BOFAUS3N

        Account
          No:      6550-3-61610

        Beneficiary:            Nomura
          Global Financial Products Inc. (NGFPUS33)

         

        Payments
          to Counterparty (USD): 

        


        Your
          Account Details: 

        Agent
          Bank:          Wells
          Fargo Bank, National Association

        ABA
          #:          
          [TBA]

        For
          Credit To:            SAS
          Clearing

        Account
          No:         
[TBA]

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

        Beneficiary:           
          HSBC
          Bank
          USA, National Association

         

        4.
          Offices:

        


        
          	(a)
                    	
                  The
                    Office of Counterparty for the Cap Transaction is New York, New
                    York.

                


        

        
          	(b)
                    	
                  The
                    Office of NGFP for the Cap Transaction is New York, New
                    York.

                


        

        


        5.
          Credit
          Support Documents:            As
          set
          out in the applicable ISDA Master Agreement

        


        6.
          Each
          party hereto represents that entering into this Transaction is authorised
          and
          does not violate any laws of its jurisdiction or organisation or residence
          or
          the terms of any agreement to which it is a party. Each party hereto represents
          that (i) it is not relying on the other party in connection with its decision
          to
          enter into this Transaction, and neither party is acting as an advisor
          to or
          fiduciary of the other party in connection with this Transaction regardless
          of
          whether the other party has provided or provides it with market information
          or
          its views, (ii) it understands the risks of this Transaction and any; legal,
          regulatory, tax accounting and economic consequences resulting therefrom;
          and
          (iii) it has determined based upon its own judgement and upon any advice
          received from its own professional advisors as it has deemed necessary
          to
          consult that entering into this Transaction is appropriate for such party
          in
          light of its financial capabilities and objectives. NGFP represents that
          upon
          due execution and delivery of this Confirmation, it will constitute a legally
          valid and binding obligation, enforceable against it in accordance with
          its
          terms, subject to applicable principles of bankruptcy and creditors’ rights
          generally and to equitable principles of general application.

        


        7.
          Limitation
          of Liability.
          It is
          expressly understood and agreed by the parties hereto that (a) this Agreement
          is
          executed and delivered by HSBC Bank USA, National Association (“HSBC”), not in
          its individual capacity or personally, but solely as the Trustee, in the
          exercise of the powers and authority conferred and vested in it under the
          Pooling and Servicing Agreement (b) the representations, undertakings and
          agreements herein made on the part of the Counterparty are made and intended
          not
          as personal representations, undertakings and agreements by HSBC but are
          made
          and intended for the purpose of binding only the Counterparty, (c) nothing
          herein contained shall be construed as creating any liability on HSBC,
          in its
          individual capacity or personally, to perform any covenant either expressed
          or
          implied contained herein, all such liability, if any, being expressly waived
          by
          the parties who are signatories to this Agreement and by any person claiming
          by,
          through or under such parties and (d) under no circumstances shall HSBC
          be
          personally liable for the payment of any indebtedness or expenses of the
          Counterparty (including, but not limited to the Fixed Rate Payment) or
          be liable
          for the breach or failure of any obligation, representation, warranty or
          covenant made or undertaken by the Counterparty under this
          Agreement.

        


        The
          obligations of NGFP under this Agreement are subject to the Guarantee of
          NSC as
          set forth in Exhibits to the Agreement.

        


        
          
            

          

        

        Please
          confirm that the foregoing correctly sets forth the terms of our agreement
          by
          signing a copy of this Confirmation and returning it to us by email or
          facsimile
          transmission on NDPIConfirmations@us.nomura.com or (212) 667-1047, respectively
          to Nomura Global Financial Products Inc., Attention: Documentation, together
          with your account details.

        


        


        Yours
          faithfully,

        


        Nomura
          Global Financial Products Inc.


        


        By:_______________________  

        


        Name:
          

        Title:
          


        


        


        Confirmed
          and accepted as of the date first written:

        


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

         

                     
          ____________________

        By:
                

        Name:      

        Title:


         

        Schedule
          I (Amortization Schedule)

        


        Between
          Nomura Global Financial Products Inc. (“NGFP”) and HSBC Bank USA, National
          Association, not in its individual capacity, but solely as Trustee on behalf
          of
          the Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series
          2006-WF1, Mortgage Pass-Through Certificates, Series 2006-WF1 (“Counterparty”),
          pursuant to the Pooling and Servicing Agreement, dated as of August 1,
          2006,
          among the Trustee, GMAC Mortgage Corporation, Wells Fargo Bank, National
          Association, Nomura Credit & Capital, Inc., and Nomura Asset Acceptance
          Corporation.

        


        
          	
                  Calculation
                    Period

                	
                  Cap
                    Rate %

                	
                  USD Calculation
                    Amount

                
	
                  Commencing
                    on the Effective Date

                	
                  8.092

                	
                  133,955,000.00

                
	
                  Commencing
                    on the 25th of September 2006

                	
                  7.000

                	
                  129,998,000.00

                
	
                  Commencing
                    on the 25th of October 2006

                	
                  6.771

                	
                  125,794,000.00

                
	
                  Commencing
                    on the 25th of November 2006

                	
                  7.000

                	
                  121,086,000.00

                
	
                  Commencing
                    on the 25th of December 2006

                	
                  6.771

                	
                  115,886,000.00

                
	
                  Commencing
                    on the 25th of January 2007

                	
                  6.771

                	
                  110,207,000.00

                
	
                  Commencing
                    on the 25th of February 2007

                	
                  7.507

                	
                  104,064,000.00

                
	
                  Commencing
                    on the 25th of March 2007

                	
                  6.771

                	
                  97,474,000.00

                
	
                  Commencing
                    on the 25th of April 2007

                	
                  7.000

                	
                  90,460,000.00

                
	
                  Commencing
                    on the 25th of May 2007

                	
                  6.771

                	
                  83,594,000.00

                
	
                  Commencing
                    on the 25th of June 2007

                	
                  7.000

                	
                  76,874,000.00

                
	
                  Commencing
                    on the 25th of July 2007

                	
                  6.771

                	
                  70,295,000.00

                
	
                  Commencing
                    on the 25th of August 2007

                	
                  6.771

                	
                  63,856,000.00

                
	
                  Commencing
                    on the 25th of September 2007

                	
                  7.000

                	
                  57,552,000.00

                
	
                  Commencing
                    on the 25th of October 2007

                	
                  6.771

                	
                  51,381,000.00

                
	
                  Commencing
                    on the 25th of November 2007

                	
                  7.001

                	
                  45,340,000.00

                
	
                  Commencing
                    on the 25th of December 2007

                	
                  6.772

                	
                  39,426,000.00

                
	
                  Commencing
                    on the 25th of January 2008

                	
                  6.772

                	
                  33,636,000.00

                
	
                  Commencing
                    on the 25th of February 2008

                	
                  7.246

                	
                  28,111,000.00

                
	
                  Commencing
                    on the 25th of March 2008

                	
                  6.772

                	
                  22,785,000.00

                
	
                  Commencing
                    on the 25th of April 2008

                	
                  7.001

                	
                  17,576,000.00

                
	
                  Commencing
                    on the 25th of May 2008

                	
                  6.772

                	
                  12,481,000.00

                
	
                  Commencing
                    on the 25th of June 2008

                	
                  7.001

                	
                  7,500,000.00

                
	
                  Commencing
                    on the 25th of July 2008

                	
                  6.772

                	
                  2,628,000.00

                


        

        


        For
          the
          avoidance of doubt, the dates in the above Amortization Schedule are subject
          to
          adjustment in accordance with the Modified Following Business Day
          Convention.

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        

           

          ISDAâ

          International
            Swaps and Derivatives Association, Inc.

          


          


          


          SCHEDULE

          to
            the

          Master
            Agreement

          


          dated
            as
            of August 30, 2006, 

          


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

          


          Part
            1. Termination Provisions

          


          (a) "Specified
            Entity"
            means in
            relation to NGFP for the purpose of:

          


          Section
            5(a)(v),     None,

          Section
            5(a)(vi),    None,

          Section
            5(a)(vii),   None,

          Section
            5(b)(iv),    None,

          


          and
            in
            relation to Counterparty for the purpose of:

          


          Section
            5(a)(v),    None,

          Section
            5(a)(vi),   None,

          Section
            5(a)(vii),          None,

          Section
            5(b)(iv),          
None.

          


          (b)  "Specified
            Transaction"
            with
            respect to NGFP and Counterparty, “Specified Transaction” will not be
            applicable.

           

          (c)  The
            “Breach
            of Agreement”
            provisions of Section 5(a)(ii) of the Agreement will be inapplicable
            to NGFP and
            Counterparty.

          


          (d)  
            The
“Credit
            Support Default”
            provisions of Section 5(a)(iii) of the Agreement will be inapplicable
            to NGFP
            and Counterparty.

          


          (e)  
            The
“Misrepresentation”
            provisions
            of Section 5(a)(iv) of the Agreement will be inapplicable to NGFP and
            Counterparty.

          


          (f)  
            The
“Default
            Under Specified Transaction”
            provisions of Section 5(a)(v) of the Agreement will be inapplicable to
            NGFP and
            Counterparty.

          


          (g)  
            The
“Bankruptcy”
            provision of Section 5(a)(vii)(2) of the Agreement will be inapplicable
            to
            Counterparty.

          


          (h) The
            "Cross
            Default"
            provisions of Section 5(a)(vi) of this Agreement will not apply to NGFP
            and will
            not apply to Counterparty.

          


          (i) The
            "Credit
            Event Upon Merger"
            provisions of Section 5(b)(iv) of this Agreement will not apply to NGFP
            and will
            not apply to Counterparty.

          


          (j)
            The
"Automatic
            Early Termination"
            provisions of Section 6(a) of this Agreement will not apply to NGFP and
            will not
            apply to Counterparty.

          


          (k)
            Payments
            on Early Termination.
            For the
            purpose of Section 6(e) of this Agreement:

          


          (i)  Market
            Quotation will apply.

          (ii)  The
            Second Method will apply.

          


          (l) "Termination
            Currency"
            means
            U.S. Dollars.

          


          (m) Additional
            Termination Event will
            not
            apply, except as provided herein. 

          


          


          Part
            2. Tax Representations

          


          (a) Payer
            Tax Representation.
            For the
            purpose of Section 3(e) of this Agreement, NGFP and Counterparty will
            make the
            following representation:

          


          It
            is not
            required by any applicable law, as modified by the practice of any relevant
            governmental revenue authority, of any Relevant Jurisdiction to make
            any
            deduction or withholding for or on account of any Tax from any payment
            (other
            than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement)
            to be made
            by the other party under this Agreement. In making this representation,
            the
            party may rely on (i) the accuracy of any representation made by the
            other party
            pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of
            the
            agreement of the other party contained in Section 4(a)(i) or 4(a)(iii)
            of this
            Agreement, and the accuracy and effectiveness of any document provided
            by the
            other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement
            and (iii)
            the satisfaction of the agreement of the other party contained in Section
            4(d)
            of this Agreement; provided
            that it
            shall not be a breach of this representation where reliance is placed
            on clause
            (ii) and the other party does not deliver a form or document under Section
            4(a)(iii) by reason of material prejudice to its legal or commercial
            position.

          


          (b) Payee
            Tax Representations.
            For the
            purpose of Section 3(f) of this Agreement, NGFP and Counterparty make
            the
            representations specified below, if any: 

          


          (i)
            NGFP
            represents that it is a corporation organized under the laws of the state
            of
            Delaware, and  

          (ii)
            Counterparty represents that the
            beneficial owner of the payments made to it under this Agreement is either
            (i) a
            "U.S. person" (as that term is used in section 1.1441-4(a)(3)(ii) of
            United
            States Treasury Regulations) for United States federal income tax purposes
            and
            an "Exempt recipient" within the meaning of section 1.6049-4(c)(1)(ii)
            of United
            States Treasury Regulations, or (ii) a "non-U.S. branch of a foreign
            person" as
            that term is used in section 1.1441-4(a)(3)(ii) of the United States
            Treasury
            Regulations (the "Regulations") for United States federal income tax
            purposes,
            and it is a "foreign person" as that term is used in section 1.6041-4(a)(4)
            of
            the Regulations for United States federal income tax purposes.

          .

          


          Part
            3. Agreement to Deliver Documents

          


          For
            the
            purpose of Section 4(a)(i) and (ii) of this Agreement, each party agrees
            to
            deliver the following documents, as applicable:

          


          
            	
                     

                    Party
                      required

                    to
                      deliver

                    document

                  	
                     

                     

                     

                    Form/Document/Certificate

                  	
                     

                     

                    Date
                      by which

                    to
                      be delivered

                  	
                     

                    Covered
                      by Section 3(d) Representation

                  


          

          


          (a)
            Tax
            forms

          


          
            	
                     

                    Counterparty

                  	
                     

                    IRS
                      Form W-9 (or any successors thereto); each completed in a manner
                      reasonably satisfactory to NGFP.

                  	
                     

                    (i)
                      Before the first scheduled payment; (ii) promptly upon reasonable
                      demand
                      by NGFP; and (iii) promptly upon learning that any Form W-9
                      (or any
                      successor thereto) previously provided by Counterparty has
                      become obsolete
                      or incorrect.

                  	
                     

                    N/A

                  
	
                     

                    NGFP

                  	
                     

                    IRS
                      Form W-9 (or any successors thereto); each completed in a manner
                      reasonably satisfactory to Counterparty.

                  	
                     

                    (i)
                      Before the first scheduled payment; (ii) promptly upon reasonable
                      demand
                      by Counterparty; and (iii) promptly upon learning that any
                      Form previously
                      provided by NGFP has become obsolete or incorrect.

                  	
                     

                    N/A

                  


          

          


          (b) Other
            documents

          


          
            	
                     

                    NGFP

                  	
                     

                    A
                      copy of the financial statements of NSC containing the consolidated
                      financial statements certified by independent certified public
                      accountants
                      and prepared in accordance with accounting principles that
                      are generally
                      accepted in Japan.

                  	
                     

                    As
                      soon as practicable after execution of this Agreement and thereafter
                      on
                      request.

                  	
                     

                    No

                  
	
                     

                    NGFP

                  	
                     

                    Evidence
                      of (i) the authority of NGFP and its Credit Support Provider,
                      as
                      applicable, to enter into this Agreement and supplemental Confirmations
                      and the Credit Support Document specified in Part 4, Section
                      (f) of this
                      Schedule, as the case may be, and
                      (ii) the authority and signature specimens of persons authorised
                      to sign
                      on behalf of NGFP and its Credit Support Provider, as applicable,
                      reasonably satisfactory to the other party.

                  	
                     

                    As
                      soon as practicable after execution of this Agreement

                    or
                      execution of a Confirmation of a Transaction, as applicable
                      

                  	
                     

                    Yes
                      

                  
	
                     

                    Counterparty
                      

                  	
                     

                    Evidence
                      of (i) the authority of Counterparty to enter into this Agreement
                      and
                      supplemental Confirmations and (ii) the authority and signature
                      specimens
                      of persons authorised to sign on behalf of Counterparty reasonably
                      satisfactory to the other party.

                  	
                     

                    Upon
                      execution of this Agreement. 

                  	
                     

                    Yes

                  
	
                     

                    NGFP
                      

                  	
                     

                    A
                      duly executed copy of the Credit Support Document specified
                      in Part 4,
                      Section (f) of this Schedule to be delivered by NGFP.

                  	
                     

                    As
                      soon as practicable after execution of this Agreement.

                  	
                     

                    No

                  


          

          


          Part
            4. Miscellaneous

          


          (a)
            Addresses
            for Notices.
            For the
            purpose of Section 12(a) of this Agreement:

          


          Address
            for notices or communications to NGFP:

          


          Address:
             2
            World
            Financial Center, Bldg B, 21st Floor

          New
            York,
            New York 10281-1198

          Attention:
             General
            Counsel

          Telex
            No:
            222371      Answerback:  
            NOMRA
            UR

          Phone
            No:
            (212) 667-2357 Facsimile
            No:   (212)
            667-1047

          


          Address
            for notices or communications to Counterparty: 

          


          Address:
            HSBC Bank USA, National Association

           452
            Fifth Avenue

           New
            York, NY 10018

          Attention:
            NAAC 2006 WF1, Corporate Trust - Elena Zheng  

          Phone
            No:
            (212) 525-1501

          Facsimile
            No: (212) 525-1300

          


          With
            a
            copy to:

          


          Wells
            Fargo Bank, N.A.

          9062
            Old
            Annapolis Road

          Columbia,
            MD 21045

          Attention:
            Client Manager, NAAC 2006-WF1

          Fax:
            (410) 715-2380

          Phone
            No:
            (410) 884-2000

          


          


          (b) Process
            Agent.
            For the
            purpose of Section 13(c) of this Agreement,

          


          NGFP
            appoints as its Process Agent: None. 

          


          Counterparty
            appoints as its Process Agent: None.

          


          (c) Offices.
            The
            provisions of Section 10(a) will not apply to this Agreement.

          


          (d) Multibranch
            Party.
            For the
            purpose of Section 10(c) of this Agreement:

          


          NGFP
            is
            not a Multibranch Party; and

          


          Counterparty
            is not a Multibranch Party. 

          


          (e) Calculation
            Agent.
            The
            Calculation Agent shall be NGFP.

          


          (f)
              
            Credit Support Document.
            Details
            of any Credit Support Document:

          


          (i)
            in
            the case of NGFP, a Guarantee executed by Nomura Securities Co., Ltd.
            (“NSC”)
            substantially in the form attached hereto as Exhibit A (the “Guarantee”),
            and,

          


          (ii)
            in
            the case of Counterparty, None.

          


          (g) Credit
            Support Provider.
            "Credit
            Support Provider"
            shall
            mean, in respect of NGFP, NSC and, in respect of Counterparty,
            None.

          


          (h) Governing
            Law.
            This
            Agreement will be governed by and construed in accordance with the laws
            of the
            State of New York without reference to choice of law doctrine, other
            than New
            York General Obligations Law Sections 5-1401 and 5-1402. 

          


          (i) Netting
            of Payments.
            Subparagraph (ii) of Section 2(c) of this Agreement will apply, unless
            otherwise
            stated in any Confirmation for a Transaction.

          


          (j) "Affiliate",
            with
            respect to NGFP, shall have the meaning specified in Section 14 of this
            Agreement, and with respect to Counterparty shall mean: None.

          


          Part
            5. Other Provisions

          


          1. Set-Off

          


          Notwithstanding
            any provision of this Agreement or any other existing or future agreement,
            each
            party irrevocably waives any and all rights it may have to set off, net,
            recoup
            or otherwise withhold or suspend or condition payment or performance
            of any
            obligation between it and the other party hereunder against any obligation
            between it and the other party under any other agreements. The provisions
            for
            Set-off set forth in Section 6(e) of the Agreement shall not apply for
            purposes
            of this Transaction.

          


          2. Consent
            to Recording

          


          Each
            party (a) consents to the recording of the telephone conversations of
            trading
            and marketing personnel of the parties in connection with this Agreement
            or any
            potential Transaction between the parties and (b) agrees to obtain any
            necessary
            consent of, and give notice of such recording to, its personnel.

          


          3. Additional
            Representations and Agreements 

          


          Each
            party represents to the other party (which representations shall be deemed
            repeated by each party on each date on which a Transaction is entered
            into and
            shall be representations for all purposes of this Agreement including,
            without
            limitation, Sections 3, 4, and 5(a)(iv) hereof):

          


          (i)
             No
            Agency.
            It is
            entering into this Agreement and each Transaction as principal and not
            as agent
            of any person nor in any other capacity, fiduciary or otherwise;

          


          (ii) (a) Non-Reliance.
            In
            the
            case of NGFP, it is acting for its own account and in the case of the
            Counterparty, it is acting as Trustee on behalf of the Trust. In the
            case of
            NGFP, it has made its own independent decisions to enter into that Transaction
            and as to whether that Transaction is appropriate or proper for it based
            upon
            its own judgment and upon advice from such advisers as it has deemed
            necessary
            and in the case of the Counterparty, it has entered into this Transaction
            pursuant to the terms of the Pooling and Servicing Agreement and
            at
            the direction of the Issuer. Its not relying on any communication (written
            or
            oral) of the other party as investment advice or as a recommendation
            to enter
            into that Transaction; it being understood that information and explanations
            related to the terms and conditions of a Transaction shall not be considered
            investment advice or a recommendation to enter into that Transaction.
            No
            communication (written or oral) received from the other party shall be
            deemed to
            be an assurance or guarantee as to the expected results of that
            Transaction,

          


          (b)  Assessment
            and Understanding. It
            is
            capable of assessing the merits of and understanding (on its own behalf
            or
            through independent professional advice), and understands and accepts,
            the
            terms, conditions and risks of that Transaction. It is also capable of
            assuming,
            and assumes, the risks of that Transaction, and

          


          (c) Status
            of Parties. The
            other
            party is not acting as a fiduciary for or an adviser to it in respect
            of that
            Transaction;

          


          (iii) Eligible
            Contract Participant.
            It is an
            "eligible contract participant" as defined in Section 1a(12) of the Commodity
            Exchange Act, as amended;

          


          (iv)
            FDICIA.
            In the
            case of NGFP, it intends that this Agreement be treated as, and warrants
            that
            the Agreement is, a "netting contract" for purposes of the Federal Deposit
            Insurance Corporation Improvement Act of 1991, as amended (the
            "Act").

          


          4. Waiver
            of Jury Trial 

          


          Each
            party hereby irrevocably waives its right to jury trial with respect
            to any
            obligation arising under, or in connection with, this Agreement.

          


          5.
            Severability

           

          Any
            provision of this Agreement which is prohibited or unenforceable in any
            jurisdiction in respect of any Transaction shall, as to such Transaction,
            be
            ineffective to the extent of such prohibition or unenforceability but
            without
            invalidating the remaining provisions of this Agreement or affecting
            the
            validity or enforceability of such provision in any other jurisdiction
            or in
            respect of any other Transaction, unless such severance shall substantially
            impair the benefits of the remaining portions of this Agreement to, or
            changes
            the reciprocal obligations of, either of the parties. The parties hereto
            shall
            endeavor in good faith negotiations to replace the prohibited or unenforceable
            provision with a valid provision the economic effect of which comes as
            close as
            possible to that of the prohibited or unenforceable provision.

          


          6.
            Fully-paid
            Party Protected 

          


          Notwithstanding
            the terms of Sections 5 and 6 of the Agreement, if Counterparty has satisfied
            its payment obligations under Section 2(a)(i) of the Agreement, then
            unless NGFP
            is required pursuant to appropriate proceedings to return to Counterparty
            or
            otherwise returns to Counterparty upon demand of Counterparty any portion
            of
            such payment, (a) the occurrence of an event described in Section 5(a)
            of the
            Agreement with respect to Counterparty shall not constitute an Event
            of Default
            or Potential Event of Default with respect to Counterparty as the Defaulting
            Party and (b) NGFP shall be entitled to designate an Early Termination
            Event
            pursuant to Section 6 of the Agreement only as a result of a Termination
            Event
            set forth in either Section 5(b)(i) or Section 5(b)(ii) of the Agreement
            with
            respect to NGFP as the Affected Party or Section 5(b)(iii) of the Agreement
            with
            respect to NGFP as the Burdened Party. For purposes of each Transaction
            to which
            this Agreement relates, Counterparty’s only obligation under Section 2(a)(i) of
            the Agreement is to pay the Fixed Amount on the Fixed Rate Payer Payment
            Date.

          


          7. Proceedings

          


          NGFP
            shall not institute against or cause any other person to institute against,
            or
            join any other person in instituting against, the Counterparty, any bankruptcy,
            reorganization, arrangement, insolvency or liquidation proceedings, or
            other
            proceedings under any federal or state bankruptcy, dissolution or similar
            law,
            for a period of one year and one day (or, if longer, any applicable preference
            period) following indefeasible payment in full of the Certificates (as
            defined
            in that Pooling and Servicing Agreement, dated as of August 1, 2006,
            among
            Nomura Asset Acceptance Corporation, a Delaware corporation, as depositor,
            Nomura Credit & Capital, Inc., a Delaware corporation, as Sponsor, Wells
            Fargo Bank, National Association, a national banking association, as
            Master
            Servicer and Securities Administrator, and HSBC Bank USA, National Association,
            a national banking association, not in its individual capacity, but solely
            as
            trustee (the “Trustee”) (the “Pooling and Servicing Agreement”)).

          


           

          9.  Limitation
            of Liability 

           

          It
            is
            expressly understood and agreed by the parties hereto that (a) this Agreement
            is
            executed and delivered by HSBC Bank USA, National Association (“HSBC”), not
            individually or personally but solely as the Trustee, in the exercise
            of the
            powers and authority conferred and vested in it under the Pooling and
            Servicing
            Agreement (b) the representations, undertakings and agreements herein
            made on
            the part of the Trust created pursuant to the Pooling and Servicing Agreement
            are made and intended not as personal representations, undertakings and
            agreements by HSBC but are made and intended for the purpose of binding
            only the
            Trust, (c) nothing herein contained shall be construed as creating any
            liability
            on HSBC, individually or personally, to perform any covenant either expressed
            or
            implied contained herein, all such liability, if any, being expressly
            waived by
            the parties who are signatories to this Agreement and by any person claiming
            by,
            through or under such parties and (d) under no circumstances shall HSBC
            be
            personally liable for the payment of any indebtedness or expenses of
            the Trust
            (including, but not limited to the Fixed Rate Payment) or be liable for
            the
            breach or failure of any obligation, representation, warranty or covenant
            made
            or undertaken by the Trust under this Agreement.

          


          10. Additional
            Termination Events

          


          (i)
            If,
            upon the occurrence of a Swap Disclosure Event (as defined in Part 11 below)
            NGFP has not, within 10 days after such Swap Disclosure Event complied
            with any
            of the provisions set forth in Part 11(iii) below, then an Additional
            Termination Event shall have occurred with respect to NGFP and NGFP shall
            be the
            sole Affected Party with respect to such Additional Termination
            Event.

          


          (ii)
            An
            Additional Termination Event shall occur upon unrescindable notice by
            the Master
            Servicer that it will purchase all Mortgage Loans in accordance with
            Section
            10.01 of the Pooling and Servicing Agreement. With respect to such Additional
            Termination Event, Counterparty shall be the sole Affected Party and
            this
            Transaction shall be the sole Affected Transaction; provided, however,
            that
            notwithstanding Section 6(b)(iv) of the ISDA Form Master Agreement, only
            Counterparty may designate an Early Termination Date in respect of this
            Additional Termination Event.

          


          11. Compliance
            with Regulation AB

          


          (i) NGFP
            agrees and acknowledges that Nomura Asset Acceptance Corporation (“NAAC”) is
            required under Regulation AB under the Securities Act of 1933, as amended,
            and
            the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
            (“Regulation AB”), to disclose certain financial information regarding NGFP or
            its group of affiliated entities, if applicable, depending on the aggregate
            “significance percentage” of this Agreement and any other derivative contracts
            between NGFP or its group of affiliated entities, if applicable, and
            Counterparty, as calculated from time to time in accordance with Item
            1115 of
            Regulation AB. 

          


          (ii) It
            shall
            be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day
            after the date hereof, NAAC requests from NGFP the applicable financial
            information described in Item 1115 of Regulation AB (such request to
            be based on
            a reasonable determination by NAAC, in good faith, that such information
            is
            required under Regulation AB) (the “Swap Financial Disclosure”).

          


          (iii)
            Upon the occurrence of a Swap Disclosure Event, NGFP, at its own expense,
            shall
            (a) (1)(a) either (i) provide to the Depositor the current Swap Financial
            Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written
            consent to the Depositor to incorporation by reference of such current
            Swap
            Financial Disclosure that are filed with the Securities and Exchange
            Commission
            in the reports of the Trust filed pursuant to the Exchange Act, (b) if
            applicable, cause its outside accounting firm to provide its consent
            to filing
            or incorporation by reference of such accounting firm’s report relating to their
            audits of such current Swap Financial Disclosure in the Exchange Act
            Reports of
            the Depositor, and (c) provide to the Depositor any updated Swap Financial
            Disclosure with respect to NGFP or any entity that consolidates NGFP
            within five
            days of the release of any such updated Swap Financial Disclosure;, (b)
            secure
            another entity to replace NGFP as party to this Agreement on terms substantially
            similar to this Agreement and subject to prior notification to the Swap
            Rating
            Agencies, which entity (or a guarantor therefor) meets or exceeds the
            Approved
            Rating Thresholds (and which satisfies the [Rating Agency Condition])
            and which
            entity is able to comply with the requirements of Item 1115 of Regulation
            AB, or
            (c) obtain a guaranty of NGFP’s obligations under this Agreement from an
            affiliate of NGFP that is able to comply with the financial information
            disclosure requirements of Item 1115 of Regulation AB, such that disclosure
            provided in respect of the affiliate will satisfy any disclosure requirements
            applicable to the Swap Provider, and cause such affiliate to provide
            Swap
            Financial Disclosure. If permitted by Regulation AB, any required Swap
            Financial
            Disclosure may be provided by incorporation by reference from reports
            filed
            pursuant to the Exchange Act. For purposes of this provision, “Rating Agency
            Condition” means, with respect to any particular proposed act or omission to act
            hereunder that the party acting or failing to act must consult with each
            of the
            rating agencies then providing a rating of the Certificates and receive
            from
            each such rating agency a prior written confirmation that the proposed
            action or
            inaction would not cause a downgrade or withdrawal of the then-current
            rating of
            any Certificates. 

          


          (iv) NGFP
            agrees that, in the event that NGFP provides Swap Financial Disclosure
            to NAAC
            in accordance with Part 11(iii)(a) or causes its affiliate to provide
            Swap
            Financial Disclosure to NAAC in accordance with Part 11(iii)(c), it will
            indemnify and hold harmless NAAC, its respective directors or officers
            and any
            person controlling NAAC, from and against any and all losses, claims,
            damages
            and liabilities caused by any untrue statement or alleged untrue statement
            of a
            material fact contained in such Swap Financial Disclosure or caused by
            any
            omission or alleged omission to state in such Swap Financial Disclosure
            a
            material fact required to be stated therein or necessary to make the
            statements
            therein, in light of the circumstances under which they were made, not
            misleading.

          


          (v) NAAC
            shall be an express third party beneficiary of this Agreement as if a
            party
            hereto to the extent of NAAC’s rights explicitly specified herein.

          
 

          
            	
                    IN
                      WITNESS WHEREOF the parties have executed this document on
                      the
                      respective dates specified below with effect from
                      the date specified on the first page of this
                      document.

                  


          

          


          
            	
                    NOMURA
                      GLOBAL FINANCIAL PRODUCTS INC.

                     

                     

                     

                     

                     

                     

                     

                     

                    By:___________________________________

                    Name:

                    Title:

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

                     

                     

                     

                     

                     

                     

                    By:
                      _________________________________

                    Name:

                    Title:

                  
	
                     

                     

                     

                    By:
                      _____________________________________

                    Name:

                    Title:

                  	 


          


          


          
            	
                    NON-NEGOTIABLE

                  


          

          [Letterhead
            of]

          NOMURA
            SECURITIES CO., LTD.

          GUARANTEE

          


          WHEREAS
            Nomura Global Financial Products Inc. (“NGFP) a Delaware corporation is a party
            to an ISDA Master Agreement dated as of [_______________________], as
            modified,
            supplemented and amended in writing from time to time, including by all
            Confirmations evidencing Transactions entered into thereunder (collectively,
            the
            "Agreement"), with [__________________________] (the "Counterparty");
            and

          


          WHEREAS,
            Nomura Securities Co., Ltd. (“Nomura”) guarantees NGFP in the terms set out in
            this document,

          


          WHEREAS,
            NGFP and the Counterparty have entered or plan to enter into one or more
            Transactions under the Agreement, each evidenced by a Confirmation;
            and

          


          WHEREAS,
            NGFP may incur monetary, delivery and other obligations to the Counterparty
            under the Agreement;

          


          NOW,
            THEREFORE, in order to induce the Counterparty to enter into, and in
            consideration of the Counterparty having entered into, the
            Agreement, Nomura
            undertakes as follows:

          


          1. GUARANTEE

          


          (A) Guarantee:
            Nomura
            hereby unconditionally and irrevocably guarantees
            the due and punctual payment or delivery of all monetary and delivery
            obligations of NGFP owing to the Counterparty under the Agreement (collectively,
            the "Obligations") promptly upon written demand made by the Counterparty
            to
            Nomura. 

          


          (B) Indemnity:
            Nomura
            agrees as a primary obligation to indemnify the Counterparty from time
            to time
            on demand from and against any loss incurred by the Counterparty as a
            result of
            the Obligations being or becoming void, voidable or unenforceable for
            any reason
            whatsoever, whether or not known to the Counterparty, and the amount
            of such
            loss shall be the amount which the Counterparty would have otherwise
            been
            entitled to recover from NGFP. Nomura further agrees that any sums of
            money that
            are due under this Guarantee and which may not be recoverable from Nomura
            as a
            result of legal limitation on or disability or incapacity of Nomura or
            any other
            fact or circumstance, whether or not known to Nomura, shall be recoverable
            from
            Nomura on an indemnity basis, and Nomura shall for purposes of this Guarantee
            be
            deemed to be a principal debtor.

          


          (C) Guarantor's
            Obligations:
            Nomura
            waives diligence, presentment, demand of payment from and protest to
            NGFP with
            respect to the Obligations and also waives notice of dishonor. The obligations
            of Nomura under this Guarantee shall not be discharged or impaired or
            otherwise
            affected by (i) the failure or delay of the Counterparty to assert any
            claim or
            demand or to enforce any right or remedy against NGFP, or any other indulgence
            or concession granted by the Counterparty to NGFP or (ii) any other act,
            event
            or omission that, but for this provision, would or might operate to discharge,
            impair or otherwise affect any of the obligations of Nomura herein contained
            or
            any of the rights, powers or remedies conferred upon the Counterparty
            by
            law.

          


          (D) Guarantor
            as Principal Debtor:
            Nomura
            further agrees that this Guarantee constitutes a guarantee of payment
            when due
            and not of collection. Nomura waives any right to require that any resort
            be had
            by the Counterparty to any security held by or on behalf of the Counterparty
            for
            payment of the Obligations, or the Counterparty make demand, proceed
            or take any
            other steps against NGFP or any other person before claiming under the
            Guarantee, or, in the event that NGFP becomes subject to any bankruptcy,
            winding-up, administration, reorganization or similar proceeding, that
            the
            Counterparty file any claim relating to the Obligations.

          


          (E) Waiver
            of Defenses:
            The
            obligations of Nomura under this Guarantee shall not be subject to any
            defense
            of set-off, counterclaim, recoupment or termination whatsoever by reason
            of the
            invalidity, illegality or unenforceability of any Obligations, or any
            other
            defense that constitutes a legal or equitable discharge or defense of
            a
            guarantor or surety in its capacity as such; provided
            that
            nothing herein shall limit the ability of Nomura to assert any right
            of set-off,
            deduction or counterclaim that NGFP or any Affiliate of NGFP is expressly
            entitled to assert under the Agreement.

          


          (F) Guarantor's
            Obligations Continuing:
            The
            Guarantee is to be a continuing guarantee and accordingly shall remain
            in
            operation until such time as Counterparty receives from Nomura written
            notice of
            termination of this Guarantee and until all Obligations owing in respect
            of all
            Transactions entered into prior to such termination have been paid or
            satisfied.
            Nomura further agrees that this Guarantee shall continue to be effective
            or be
            reinstated, as the case may be, if at any time payment, or any part thereof,
            of
            any Obligations or interest thereon is avoided, reduced, rescinded or
            must
            otherwise be restored or returned by the Counterparty upon the bankruptcy,
            insolvency, dissolution or reorganization of NGFP, and the Counterparty
            shall be
            entitled to recover the amount of any such payment from Nomura subsequently
            as
            if such settlement or discharge had not occurred.

          


          (G) Guarantor's
            Right of Subrogation:
            Nomura
            shall be subrogated to all rights of the Counterparty against NGFP in
            respect of
            any amounts paid by or deliveries made by Nomura under this Guarantee;
            provided
            that Nomura shall not be entitled to receive any payments or deliveries
            arising
            out of, or based upon, such right of subrogation or any right of indemnity
            or
            other right until the payment of all moneys payable or delivery of all
            deliverables under this Guarantee have been made. If upon the bankruptcy,
            winding-up, administration, reorganization or similar proceeding of NGFP,
            any
            payment or distribution of assets of NGFP of any kind or character, whether
            in
            cash, property or securities, shall be received by Nomura before payment
            in full
            of all moneys payable or delivery of all deliverables under this Guarantee
            shall
            have been made to the Counterparty, Nomura will promptly following receipt
            thereof pay or deliver such payment or distribution to the Counterparty
            for
            application to any Obligations owing to the Counterparty, whether matured
            or
            un-matured.

          


          2. NOTICES
            AND COMMUNICATION

          


          Each
            notice or communication under this Guarantee shall be made and be effective
            as
            provided in Section 12 of the Agreement as though references in that
            Section to
            the Agreement were to this Guarantee and references to the Counterparty
            or NGFP
            were to the Counterparty or Nomura, respectively, provided that the address
            and
            telex number for Nomura shall be:

          


          General
            Manager

          Controller’s
            Department,

          Nomura
            Securities Co., Ltd. 

          9-1,
            Nihonbashi 1-chome, Chuo-ku, Tokyo, 103-8011 Japan

          


          Telex:
            J22392   Answerback:
            NOMURASH

          


          3. SUCCESSORS
            AND ASSIGNS

          


          (A)
            This
            Guarantee shall be binding on Nomura and its successors and permitted
            assigns
            and shall benefit the Counterparty and the Counterparty’s successors and
            permitted assigns. Any reference to Nomura and Counterparty shall be
            construed
            accordingly.

          


          (B)
            Nomura may not transfer all or part of its obligations under this Guarantee
            without the prior written consent of the Counterparty.

          


          4. GROSS
            UP

          


          All
            sums
            payable by Nomura hereunder shall be made in freely transferable, cleared
            and
            immediately available funds without any set-off, deduction or withholding
            unless
            such set-off, deduction or withholding is required by an applicable law,
            judicial or administrative decision, or practice of any relevant governmental
            authority, or by any combination thereof. If Nomura is so required to
            set-off,
            deduct or withhold then Nomura shall pay to the Counterparty, in addition
            to the
            payment to which the Counterparty is otherwise entitled hereunder, such
            additional amount as is necessary to ensure that the net amount actually
            received by the Counterparty (free and clear of any such set-off, deduction
            or
            withholding) will equal the full amount which the Counterparty would
            have
            received had no such set-off, deduction or withholding been required;
            provided,
            however, that Nomura will not be required to pay any additional amounts
            (i) in
            connection with any deduction or withholding in respect of which had
            NGFP made
            the payment in respect of which such deduction or withholding is or would
            have
            been required to have been made, NGFP would not have been required pursuant
            to
            Section 2(d)(i)(4) of the Agreement to pay additional amounts to the
            Counterparty, or (ii) to the extent that such additional amount would
            not be
            required to be paid but for the failure by the Counterparty to furnish
            any form,
            document or certificate that may be required or reasonably requested
            by Nomura
            in order to allow Nomura to make a payment under this Guarantee, or to
            allow
            Nomura to make a payment under or in respect of the Agreement or any
            Transaction
            on behalf of NGFP, without any deduction or withholding for or on account
            of any
            Tax or with such deduction or withholding at a reduced rate (so long
            as the
            completion, execution or submission of such form, document or certificate
            would
            not materially prejudice the legal or commercial position of the
            Counterparty).

          


          5. REPRESENTATIONS

          


          Nomura
            represents to the Counterparty that (i) Nomura has the corporate power
            to
            execute, deliver and perform this Guarantee, (ii) Nomura has taken all
            necessary
            action to authorize the execution, delivery and performance of this Guarantee,
            (iii) the execution, delivery and performance of this Guarantee by Nomura
            will
            not violate any provision of law applicable to Nomura, its articles of
            incorporation or any agreement to which Nomura is a party, (iv) no
            authorizations of, exemptions by and filings with any governmental or
            other
            authority are required to be obtained or made by Nomura with respect
            to this
            Guarantee and Nomura will use all reasonable efforts to obtain or make
            (and to
            maintain in full force and effect) any that may become necessary after
            the date
            of this Guarantee,
            and (v) this Guarantee constitutes the legal, valid and binding obligation
            of
            Nomura, enforceable against Nomura in accordance with its terms.

          


          6. EXPENSES

          


          Nomura
            will, on five business days’ notice in writing from the Counterparty, indemnify
            and hold harmless the Counterparty for and against all reasonable out-of-pocket
            expenses, including legal fees and Stamp Tax, incurred by the Counterparty
            by
            reason of the enforcement and protection of its rights under this Guarantee,
            including, but not limited to, cost of collection, provided, however,
            that
            Nomura shall not be liable for any expenses of the Counterparty if no
            payment is
            due under this Guarantee. 

          


          7. GOVERNING
            LAW

          


          This
            Guarantee shall be governed by and construed in accordance with the laws
            of the
            State of New York, without giving effect to choice of law doctrine.

          


          8. JURISDICTION

          


          With
            respect to any suit, action or proceedings relating to this Guarantee
            ("Proceedings"), each of Nomura and the Counterparty, by its acceptance
            hereof,
            irrevocably:

          


          (i)
             submits
            to the jurisdiction of the courts of the State of New York and the United
            States
            District Court located in the Borough of Manhattan in New York City.
            

          


          (ii)
              waives
            any objection which it may have at any time to the laying of venue of
            any
            Proceedings brought in any such court, waives any claim that such Proceedings
            have been brought in an inconvenient forum and further waives the right
            to
            object, with respect to such Proceedings, that such court does not have
            jurisdiction over such party; and

          


          (iii)
              waives
            its right to jury trial with respect to any obligation arising under,
            or in
            connection with, this Guarantee.

          


          Nothing
            in this Guarantee precludes either party from bringing Proceedings in
            any other
            jurisdiction nor will the bringing of Proceedings in any one or more
            jurisdictions preclude the bringing of Proceedings in any other
            jurisdiction.

          


          9. AGENT
            FOR SERVICE OF PROCESS

          


          Nomura
            irrevocably appoints Nomura Securities International, Inc., Attention:
            General
            Counsel, 2 World Financial Center, Building B, 18th Floor, New York,
            New York
            10281-1198, to receive, for it and on its behalf, service of process
            in any
            Proceedings. If for any reason Nomura Securities International Inc.,
            is unable
            to act as such, Nomura will promptly notify the Counterparty and within
            30 days
            appoint a substitute process agent acceptable to the Counterparty. Nomura
            irrevocably consents to service of process given in the manner provided
            for
            notices in Section 2 hereof. Nothing in this Guarantee will affect the
            right of
            the Counterparty to serve process in any other manner permitted by
            law.

          


          10. GENERAL

          


          (A) Section
            8
            (Contractual Currency) and Sections 9(a)-(d) and (f)-(g) (Miscellaneous)
            of the
            Agreement shall apply to this Guarantee and Nomura as though references
            in those
            Sections of the Agreement to the “Agreement” were to this Guarantee.


          


          (B)
             Italicized
            terms used but not defined herein have the respective meanings given
            to such
            terms in the Agreement. As used in this Guarantee, the term “business day” means
            a day on which commercial banks and foreign exchange markets settle payments
            both in Tokyo and in the financial center for the settlement
            currency.

          


          IN
            WITNESS WHEREOF, Nomura has executed this Guarantee as of
            [____________________________].

          


          NOMURA
            SECURITIES CO., LTD. 

          
            	 	 	 	 
	
                    By: 

                  	 	 	 
	
                    
                      

                    

                  	 	 	
                  
	
                    Name:

                    Title:

                  	 	 	 


          

           

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        X-1

       

      FORM
        OF SERVICING CRITERIA

      


      
        	
                Standard
                  File Layout - Master Servicing 

              
	
                Column
                  Name

              	
                Description

              	
                Decimal

              	
                Format
                  Comment

              	
                Max
                  Size

              
	
                SER_INVESTOR_NBR

              	
                A
                  value assigned by the Servicer to define a group of loans.

              	
                 

              	
                Text
                  up to 10 digits

              	
                20

              
	
                LOAN_NBR

              	
                A
                  unique identifier assigned to each loan by the investor.

              	
                 

              	
                Text
                  up to 10 digits

              	
                10

              
	
                SERVICER_LOAN_NBR

              	
                A
                  unique number assigned to a loan by the Servicer. This may be different
                  than the LOAN_NBR.

              	
                 

              	
                Text
                  up to 10 digits

              	
                10

              
	
                BORROWER_NAME

              	
                The
                  borrower name as received in the file. It is not separated by first
                  and
                  last name.

              	
                 

              	
                Maximum
                  length of 30 (Last, First)

              	
                30

              
	
                SCHED_PAY_AMT

              	
                Scheduled
                  monthly principal and scheduled interest payment that a borrower
                  is
                  expected to pay, P&I constant.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NOTE_INT_RATE

              	
                The
                  loan interest rate as reported by the Servicer.

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                NET_INT_RATE

              	
                The
                  loan gross interest rate less the service fee rate as reported
                  by the
                  Servicer.

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                SERV_FEE_RATE

              	
                The
                  servicer's fee rate for a loan as reported by the Servicer.
                  

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                SERV_FEE_AMT

              	
                The
                  servicer's fee amount for a loan as reported by the Servicer.
                  

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NEW_PAY_AMT

              	
                The
                  new loan payment amount as reported by the Servicer. 

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NEW_LOAN_RATE

              	
                The
                  new loan rate as reported by the Servicer. 

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                ARM_INDEX_RATE

              	
                The
                  index the Servicer is using to calculate a forecasted
                  rate.

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                ACTL_BEG_PRIN_BAL

              	
                The
                  borrower's actual principal balance at the beginning of the processing
                  cycle.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                ACTL_END_PRIN_BAL

              	
                The
                  borrower's actual principal balance at the end of the processing
                  cycle.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                BORR_NEXT_PAY_DUE_DATE

              	
                The
                  date at the end of processing cycle that the borrower's next payment
                  is
                  due to the Servicer, as reported by Servicer.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                SERV_CURT_AMT_1

              	
                The
                  first curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_1

              	
                The
                  curtailment date associated with the first curtailment amount.
                  

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_
                  AMT_1

              	
                The
                  curtailment interest on the first curtailment amount, if
                  applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_AMT_2

              	
                The
                  second curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_2

              	
                The
                  curtailment date associated with the second curtailment
                  amount.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_
                  AMT_2

              	
                The
                  curtailment interest on the second curtailment amount, if
                  applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_AMT_3

              	
                The
                  third curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_3

              	
                The
                  curtailment date associated with the third curtailment
                  amount.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_AMT_3

              	
                The
                  curtailment interest on the third curtailment amount, if
                  applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PIF_AMT

              	
                The
                  loan "paid in full" amount as reported by the Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PIF_DATE

              	
                The
                  paid in full date as reported by the Servicer.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                 

              	
                 

              	
                 

              	
                Action
                  Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
                  65=Repurchase,70=REO 

              	
                2

              
	
                ACTION_CODE

              	
                The
                  standard FNMA numeric code used to indicate the default/delinquent
                  status
                  of a particular loan.

              
	
                INT_ADJ_AMT

              	
                The
                  amount of the interest adjustment as reported by the
                  Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SOLDIER_SAILOR_ADJ_AMT

              	
                The
                  Soldier and Sailor Adjustment amount, if applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NON_ADV_LOAN_AMT

              	
                The
                  Non Recoverable Loan Amount, if applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                LOAN_LOSS_AMT

              	
                The
                  amount the Servicer is passing as a loss, if applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_BEG_PRIN_BAL

              	
                The
                  scheduled outstanding principal amount due at the beginning of
                  the cycle
                  date to be passed through to investors.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_END_PRIN_BAL

              	
                The
                  scheduled principal balance due to investors at the end of a processing
                  cycle.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_PRIN_AMT

              	
                The
                  scheduled principal amount as reported by the Servicer for the
                  current
                  cycle -- only applicable for Scheduled/Scheduled Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_NET_INT

              	
                The
                  scheduled gross interest amount less the service fee amount for
                  the
                  current cycle as reported by the Servicer -- only applicable for
                  Scheduled/Scheduled Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                ACTL_PRIN_AMT

              	
                The
                  actual principal amount collected by the Servicer for the current
                  reporting cycle -- only applicable for Actual/Actual
                  Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                ACTL_NET_INT

              	
                The
                  actual gross interest amount less the service fee amount for the
                  current
                  reporting cycle as reported by the Servicer -- only applicable
                  for
                  Actual/Actual Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PREPAY_PENALTY_
                  AMT

              	
                The
                  penalty amount received when a borrower prepays on his loan as
                  reported by
                  the Servicer. 

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PREPAY_PENALTY_
                  WAIVED

              	
                The
                  prepayment penalty amount for the loan waived by the
                  servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                MOD_DATE

              	
                The
                  Effective Payment Date of the Modification for the loan.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                MOD_TYPE

              	
                The
                  Modification Type.

              	
                 

              	
                Varchar
                  - value can be alpha or numeric

              	
                30

              
	
                DELINQ_P&I_ADVANCE_AMT

              	
                The
                  current outstanding principal and interest advances made by
                  Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit: Standard
        File Layout - Delinquency Reporting

      


      
        	
                Tab
                  1

              	 	
                Fields
                  for Tab 1

              	 	
                Fields
                  for Tab 2 thru Tab 7

              
	
                Summary

              	 	
                Investor
                  Number

              	 	
                CHL
                  Loan No

              
	 	 	
                Portfolio
                  Balance

              	 	
                Investor
                  No

              
	
                Tab
                  2

              	 	
                Loan
                  Count

              	 	
                Investor
                  Block No

              
	
                Normal
                  Servicing

              	 	
                Delinquencies

              	 	
                Investor
                  Loan No

              
	 	 	
                30

              	 	
                Borrower
                  Name

              
	
                Tab
                  3

              	 	
                60

              	 	
                CoBorrower
                  Name

              
	
                DEL

              	 	
                90

              	 	
                State

              
	 	 	
                120

              	 	
                Original
                  Balance

              
	
                Tab
                  4

              	 	
                120+

              	 	
                Current
                  Balance

              
	
                BK

              	 	
                FC

              	 	
                Escrow
                  Balance

              
	 	 	
                BK

              	 	
                Paid
                  To Date

              
	
                Tab
                  5

              	 	
                WO

              	 	
                No
                  Days Delinquent

              
	
                FC

              	 	
                REO

              	 	
                Next
                  Due Date

              
	 	 	
                Totals

              	 	
                Status

              
	
                Tab
                  6

              	 	 	 	
                Monthly
                  Payment

              
	
                WO

              	 	 	 	
                Delinquent
                  Payment Balance

              
	 	 	 	 	
                First
                  Due Date

              
	
                Tab
                  7

              	 	 	 	
                Date
                  Mortgage Recorded

              
	
                REO

              	 	 	 	
                Lien
                  Position

              
	 	 	 	 	
                Reason
                  for Default

              
	 	 	 	 	
                Property
                  Condition

              
	 	 	 	 	
                Occupancy
                  Status

              
	 	 	 	 	
                Refered
                  to Attorney

              
	 	 	 	 	
                FC
                  Sale Date

              
	 	 	 	 	
                Notice
                  of Default

              
	 	 	 	 	
                1st
                  Legal Action

              
	 	 	 	 	
                BPO
                  Amount

              
	 	 	 	 	
                BPO
                  Dt

              
	 	 	 	 	
                Bankruptcy
                  Case No

              
	 	 	 	 	
                Chapter
                  No

              
	 	 	 	 	
                Discharge
                  Dt

              
	 	 	 	 	
                Proof
                  of Claim Filed

              
	 	 	 	 	
                Motion
                  Filed Dt

              
	 	 	 	 	
                BK
                  Filing Dt

              
	 	 	 	 	
                BK
                  Setup Dt

              
	 	 	 	 	
                Hearing
                  Dt

              
	 	 	 	 	
                Confirmation
                  Dt

              
	 	 	 	 	
                Post
                  Petition Payed to Dt

              
	 	 	 	 	
                Investor
                  Name

              
	 	 	 	 	
                Warning
                  Code

              
	 	 	 	 	
                Lockout
                  Code

              
	 	 	 	 	
                Address

              
	 	 	 	 	
                CityState

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	 	 	 	 	
                ZipCode

              
	 	 	 	 	
                Appraisal
                  Amount

              
	 	 	 	 	
                Appraisal
                  Date

              
	 	 	 	 	
                MI
                  Company

              
	 	 	 	 	
                MI
                  Covereage %

              
	 	 	 	 	
                Original
                  Loan Amount

              
	 	 	 	 	
                Interest
                  Rate

              
	 	 	 	 	
                Servicing
                  Fee

              
	 	 	 	 	
                PI

              
	 	 	 	 	
                Maturity_Date

              
	 	 	 	 	
                Loan
                  Term

              
	 	 	 	 	
                Property
                  Type

              
	 	 	 	 	
                Original
                  Purchase Price

              
	 	 	 	 	
                Purpose
                  of Loan

              
	 	 	 	 	
                Borrower
                  Social Security

              
	 	 	 	 	
                Original
                  FICO

              
	 	 	 	 	
                ARM

              
	 	 	 	 	
                MARGIN

              
	 	 	 	 	
                Arm
                  Index

              
	 	 	 	 	
                ARM
                  Rounding Feature

              
	 	 	 	 	
                Next
                  Interest Rate_Change

              
	 	 	 	 	
                Rate
                  Adjustment Cap

              
	 	 	 	 	
                Lifetime
                  Caps

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        X-2

       

      Exhibit
        2: Standard
        File Codes - Delinquency Reporting


       

      The
        Loss
        Mit Type
        field
        should show the approved Loss Mitigation Code as follows: 

       

      
        	·  	
                ASUM-Approved
                  Assumption

              


      

       

      
        	·  	
                BAP-Borrower
                  Assistance Program

              


      

       

      
        	·  	
                CO-
                  Charge Off

              


      

       

      
        	·  	
                DIL-
                  Deed-in-Lieu

              


      

       

      
        	·  	
                FFA-
                  Formal Forbearance Agreement

              


      

       

      
        	·  	
                MOD-
                  Loan Modification

              


      

       

      
        	·  	
                PRE-
                  Pre-Sale

              


      

       

      
        	·  	
                SS-
                  Short Sale

              


      

       

      
        	·  	
                MISC-Anything
                  else approved by the PMI or Pool
                  Insurer

              


      

       

      NOTE:
        Wells
        Fargo Bank will accept alternative Loss Mitigation Types to those above,
        provided that they are consistent with industry standards. If Loss Mitigation
        Types other than those above are used, the Servicer must supply Wells Fargo
        Bank
        with a description of each of the Loss Mitigation Types prior to sending
        the
        file.

       

      The
        Occupant
        Code
        field
        should show the current status of the property code as follows:

       

      
        	·  	
                Mortgagor

              


      

       

      
        	·  	
                Tenant

              


      

       

      
        	·  	
                Unknown
                  

              


      

       

      
        	·  	
                Vacant

              


      

       

      The
        Property
        Condition
        field
        should show the last reported condition of the property as follows:


       

      
        	·  	
                Damaged

              


      

       

      
        	·  	
                Excellent

              


      

       

      
        	·  	
                Fair

              


      

       

      
        	·  	
                Gone

              


      

       

      
        	·  	
                Good

              


      

       

      
        	·  	
                Poor

              


      

       

      
        	·  	
                Special
                  Hazard

              


      

       

      
        	·  	
                Unknown

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      Exhibit
        2: Standard
        File Codes - Delinquency Reporting, Continued

       

      The
        FNMA
        Delinquent Reason Code
        field
        should show the Reason for Delinquency as follows: 

       

      
        	
                Delinquency
                  Code

              	
                Delinquency
                  Description

              
	
                001

              	
                FNMA-Death
                  of principal mortgagor

              
	
                002

              	
                FNMA-Illness
                  of principal mortgagor

              
	
                003

              	
                FNMA-Illness
                  of mortgagor’s family member

              
	
                004

              	
                FNMA-Death
                  of mortgagor’s family member

              
	
                005

              	
                FNMA-Marital
                  difficulties

              
	
                006

              	
                FNMA-Curtailment
                  of income

              
	
                007

              	
                FNMA-Excessive
                  Obligation

              
	
                008

              	
                FNMA-Abandonment
                  of property

              
	
                009

              	
                FNMA-Distant
                  employee transfer

              
	
                011

              	
                FNMA-Property
                  problem

              
	
                012

              	
                FNMA-Inability
                  to sell property

              
	
                013

              	
                FNMA-Inability
                  to rent property

              
	
                014

              	
                FNMA-Military
                  Service

              
	
                015

              	
                FNMA-Other

              
	
                016

              	
                FNMA-Unemployment

              
	
                017

              	
                FNMA-Business
                  failure

              
	
                019

              	
                FNMA-Casualty
                  loss

              
	
                022

              	
                FNMA-Energy
                  environment costs

              
	
                023

              	
                FNMA-Servicing
                  problems

              
	
                026

              	
                FNMA-Payment
                  adjustment

              
	
                027

              	
                FNMA-Payment
                  dispute

              
	
                029

              	
                FNMA-Transfer
                  of ownership pending

              
	
                030

              	
                FNMA-Fraud

              
	
                031

              	
                FNMA-Unable
                  to contact borrower

              
	
                INC

              	
                FNMA-Incarceration

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      Exhibit
        2: Standard
        File Codes - Delinquency Reporting, Continued


       

      The
        FNMA
        Delinquent Status Code
        field
        should show the Status of Default as follows: 

      


      
        	
                Status
                  Code

              	
                Status
                  Description

              
	
                09

              	
                Forbearance

              
	
                17

              	
                Pre-foreclosure
                  Sale Closing Plan Accepted

              
	
                24

              	
                Government
                  Seizure

              
	
                26

              	
                Refinance

              
	
                27

              	
                Assumption

              
	
                28

              	
                Modification

              
	
                29

              	
                Charge-Off

              
	
                30

              	
                Third
                  Party Sale

              
	
                31

              	
                Probate

              
	
                32

              	
                Military
                  Indulgence

              
	
                43

              	
                Foreclosure
                  Started

              
	
                44

              	
                Deed-in-Lieu
                  Started

              
	
                49

              	
                Assignment
                  Completed

              
	
                61

              	
                Second
                  Lien Considerations

              
	
                62

              	
                Veteran’s
                  Affairs-No Bid

              
	
                63

              	
                Veteran’s
                  Affairs-Refund

              
	
                64

              	
                Veteran’s
                  Affairs-Buydown

              
	
                65

              	
                Chapter
                  7 Bankruptcy

              
	
                66

              	
                Chapter
                  11 Bankruptcy

              
	
                67

              	
                Chapter
                  13 Bankruptcy

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      Exhibit
        : Calculation
        of Realized Loss/Gain Form 332- Instruction Sheet

      NOTE:
        Do not net or combine items. Show all expenses individually and all credits
        as
        separate line items. Claim packages are due on the remittance report date.
        Late
        submissions may result in claims not being passed until the following month.
        The
        Servicer is responsible to remit all funds pending loss approval and /or
        resolution of any disputed items. 

      1.  

       

      2.  The
        numbers on the 332 form correspond with the numbers listed below.

       

      Liquidation
        and Acquisition Expenses:

      
         

        
          	 	
                  1.

                	
                  The
                    Actual Unpaid Principal Balance of the Mortgage Loan. For documentation,
                    an Amortization Schedule from date of default through liquidation
                    breaking
                    out the net interest and servicing fees advanced is
                    required.

                


        

         

        
          
            
              	 	
                      2.

                    	
                      The
                        Total Interest Due less the aggregate amount of servicing
                        fee that would
                        have been earned if all delinquent payments had been made
                        as agreed. For
                        documentation, an Amortization Schedule from date of default
                        through
                        liquidation breaking out the net interest and servicing fees
                        advanced is
                        required.

                    


            

             

          

          
            
              
                	 	
                        3.

                      	
                        Accrued
                          Servicing Fees based upon the Scheduled Principal Balance
                          of the Mortgage
                          Loan as calculated on a monthly basis. For documentation,
                          an Amortization
                          Schedule from date of default through liquidation breaking
                          out the net
                          interest and servicing fees advanced is
                          required.

                      


              

              
                 

                
                  
                    
                      	 	
                              4-12.

                            	
                              Complete
                                as applicable. Required
                                documentation:

                            


                    

                        

                  

                

              

            

          

        

      

      *
        For
        taxes and insurance advances - see page 2 of 332 form - breakdown required
        showing period

       

      of
        coverage, base tax, interest, penalty. Advances prior to default require
        evidence of servicer efforts to recover advances.

       

      *
        For
        escrow advances - complete payment history 

       

      (to
        calculate advances from last positive escrow balance forward)

       

      *
        Other
        expenses -  copies of corporate advance history showing all payments


       

      *
        REO
        repairs > $1500 require explanation

       

      *
        REO
        repairs >$3000 require evidence of at least 2 bids.

       

      *
        Short
        Sale or Charge Off require P&L supporting the decision and
        WFB’s approved Officer Certificate 

       

      *
        Unusual
        or extraordinary items may require further documentation. 

      
        
           

          
            
              
                	 	
                        13.

                      	
                        The
                          total of lines 1 through
                          12.

                      


              

                  

            

          

        

      

      3.     
          Credits:
        

      
        
           

          
            
              
                	 	
                        14-21.

                      	
                        Complete
                          as applicable. Required
                          documentation:

                      


              

                  

            

          

        

      

      *
        Copy of
        the HUD 1 from the REO sale. If a 3rd
        Party
        Sale, bid instructions and Escrow
        Agent / Attorney

       

      Letter
        of
        Proceeds
        Breakdown.

       

      *
        Copy of
        EOB for any MI or gov't guarantee 

       

      *
        All
        other credits need to be clearly defined on the 332
        form      
     

       

      
        	 	
                22.

              	
                The
                  total of lines 14 through 21.

              


      

       

      Please
        Note: For
        HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for
        Part
        B/Supplemental proceeds.

       

      Total
        Realized Loss (or Amount of Any Gain)

      
         

        
          	 	
                  23.

                	
                  The
                    total derived from subtracting line 22 from 13. If the amount
                    represents a
                    realized gain, show
                    the amount in parenthesis ( ).


                


        

         

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        3A: Calculation
        of Realized Loss/Gain Form 332


       

      Prepared
        by: __________________   Date:
        _______________

      Phone:
        ______________________ Email Address:_____________________


       

      
        	
                Servicer
                  Loan No.

              	
                 

              	
                Servicer
                  Name

              	
                 

              	
                Servicer
                  Address 

                 

              


      

       

       

      WELLS
        FARGO BANK, N.A. Loan No._____________________________

       

      Borrower's
        Name: _________________________________________________________

      Property
        Address: _________________________________________________________

       

      Liquidation
        Type: REO Sale  
        3rd
        Party Sale  Short
        Sale Charge
        Off 

       

      Was
        this loan granted a Bankruptcy deficiency or cramdown  Yes 
        No

      If
“Yes”,
        provide deficiency or cramdown amount
        _______________________________

       

      
        
          
            Liquidation
              and Acquisition Expenses:

          

          

            
              	
                      (1)

                    	
                      Actual
                        Unpaid Principal Balance of Mortgage Loan

                    	
                       

                    	$	 	
                      (1)

                    
	
                      (2)

                    	
                      Interest
                        accrued at Net Rate

                    	 	
                       

                    	 	
                      (2)

                    
	
                      (3)

                    	
                      Accrued
                        Servicing Fees

                    	 	
                       

                    	 	
                      (3)

                    
	
                      (4)

                    	
                      Attorney's
                        Fees

                    	 	
                       

                    	 	
                      (4)

                    
	
                      (5)

                    	
                      Taxes
                        (see page 2)

                    	 	
                       

                    	 	
                      (5)

                    
	
                      (6)

                    	
                      Property
                        Maintenance

                    	 	 	 	
                       

                    	 	
                      (6)

                    
	
                      (7)

                    	
                      MI/Hazard
                        Insurance Premiums (see page 2)

                    	
                       

                    	 	 	
                      (7)

                    
	
                      (8)

                    	
                      Utility
                        Expenses

                    	 	 	 	
                       

                    	 	
                      (8)

                    
	
                      (9)

                    	
                      Appraisal/BPO

                    	 	 	 	
                       

                    	 	
                      (9)

                    
	
                      (10)

                    	
                      Property
                        Inspections

                    	 	 	 	
                       

                    	 	
                      (10)

                    
	
                      (11)

                    	
                      FC
                        Costs/Other Legal Expenses

                    	 	 	 	
                      (11)

                    
	
                      (12)

                    	
                      Other
                        (itemize)

                    	 	 	 	
                       

                    	 	
                      (12)

                    
	 	 	
                      Cash
                        for Keys

                    	 	
                       

                    	 	 	
                      (12)

                    
	 	 	
                      HOA/Condo
                        Fees

                    	 	
                       

                    	 	 	
                      (12)

                    
	 	 	
                       

                    	 	
                       

                    	 	 	
                      (12)

                    
	 	 	 	 	 	 	 	 
	 	 	
                      Total
                        Expenses

                    	 	 	$	 	
                      
                        (13)

                      

                    
	
                      Credits:

                    	 	 	 	 	 	 	 
	
                      (14)

                    	
                      Escrow
                        Balance

                    	 	 	 	
                      $
                        

                    	 	
                      (14)

                    
	
                      (15)

                    	
                      HIP
                        Refund

                    	 	 	 	 	 	
                      
                        (15)

                      

                    
	
                      (16)

                    	
                      Rental
                        Receipts

                    	 	 	 	
                       

                    	 	
                      (16)

                    
	
                      (17)

                    	
                      Hazard
                        Loss Proceeds

                    	 	 	 	
                       

                    	 	
                      (17)

                    
	
                      (18)

                    	
                      Primary
                        Mortgage Insurance / Gov’t Insurance

                    	
                       

                    	 	 	(18a)

	
                      HUD
                        Part A

                    	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
                      HUD
                        Part B

                    	 	 	 	 	 	(18b)
	
                      (19)

                    	
                      Pool
                        Insurance Proceeds

                    	 	 	 	
                       

                    	 	
                      (19)

                    
	
                      (20)

                    	
                      Proceeds
                        from Sale of Acquired Property

                    	
                       

                    	 	 	
                      (20)

                    
	
                      (21)

                    	
                      Other
                        (itemize)

                    	 	 	 	
                       

                    	 	
                      (21)

                    
	 	
                       

                    	 	
                       

                    	
                       

                    	 	 	
                      (21)

                    
	 	 	 	 	 	 	 	 
	 	
                      Total
                        Credits

                    	 	 	 	
                      $

                    	 	
                      (22)

                    
	
                      Total
                        Realized Loss (or Amount of Gain)

                    	
                       

                    	
                       

                    	
                      $

                    	 	
                      (23)

                    


            

          

        

      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Escrow
        Disbursement Detail

      


      


      
        	
                Type

                (Tax
                  /Ins.)

              	
                Date
                  Paid

              	
                Period
                  of Coverage

              	
                Total
                  Paid

              	
                Base
                  Amount

              	
                Penalties

              	
                Interest