Unassociated Document


     

     

     

    AMENDED
      AND RESTATED MORTGAGE
      LOAN PURCHASE AGREEMENT

    


    This
      is
      an Amended and Restated Mortgage Loan Purchase Agreement (this “Agreement”),
      dated August 31, 2006, as amended and restated to and including November 9,
      2006, between Nomura Credit & Capital, Inc., a Delaware corporation (the
“Seller”) and Nomura Home Equity Loan, Inc., a Delaware corporation (the
“Purchaser”).

    


    Preliminary
      Statement

    


    The
      Seller intends to sell the Mortgage Loans (as hereinafter identified) and the
      Swap Agreement to the Purchaser on the terms and subject to the conditions
      set
      forth in this Agreement. The Purchaser intends to deposit the Mortgage Loans
      into a mortgage pool comprising the Trust Fund. The Trust Fund will be evidenced
      by a single series of asset-backed certificates designated as Nomura Home Equity
      Loan, Inc., Home Equity Loan Trust, Series 2006-HE3, Asset-Backed Certificates
      (the “Certificates”). The Certificates will consist of nineteen (19) classes of
      certificates. The Certificates will be issued pursuant to a Pooling and
      Servicing Agreement for Series 2006-HE3, dated as of August 1, 2006 (the
“Pooling and Servicing Agreement”), among the Purchaser, as depositor, Wells
      Fargo Bank, N.A. as master servicer and securities administrator (“Wells
      Fargo”),
      Ocwen
      Loan Servicing, LLC as a servicer (“Ocwen”), the Seller as sponsor, and HSBC
      Bank USA, National Association as trustee (the “Trustee”). The Purchaser will
      sell the Class I-A-1, Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4,
      Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
      Class M-8, Class M-9, Class B-1 and Class B-2 Certificates to Nomura Securities
      International, Inc. (“NSII”) and Greenwich Capital Markets, Inc. (“Greenwich”,
      together with NSII, the “Underwriters”), pursuant to the Amended and Restated
      Underwriting Agreement, dated June 1, 2006, between the Purchaser and NSII,
      and
      the Terms Agreement, dated August 29, 2006 (collectively, the “Underwriting
      Agreement”), among the Purchaser and the Underwriters. 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, Ocwen, Wells Fargo as a
      servicer (together with Ocwen, each individually a “Servicer” and together, the
“Servicers”) 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 31, 2006
      (the
“Closing Date”), (a) certain conventional, one-to four family, fixed-rate and
      adjustable-rate mortgage loans secured by first and second liens on residential
      real properties (the “Mortgage Loans”), having an aggregate principal balance as
      of the close of business on August 1, 2006 (the “Cut-off Date”) of approximately
      $1,074,928,098 (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 and (b)
      the
      swap agreement, dated as of August 31, 2006, between Swiss Re Financial Products
      Corporation, as the swap provider and HSBC Bank USA, National Association,
      as
      trustee for the Supplemental Interest Trust (the “Swap Agreement”).

    


    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
      sets 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 and the Swap Agreement to be purchased
      hereunder, the Purchaser shall, as described in Section 10, (i) pay to or upon
      the order of the Seller in immediately available funds an amount (the “Purchase
      Price”) equal to (i) $____________*
      and (ii)
      a 100% interest in the Class B-1, Class B-2, Class X, Class P and Class R
      certificates (collectively the “Private Certificates”) of which the Class B-1
      and Class B-2 Certificates shall be registered in the name of the Underwriters
      and the Class X, Class P and Class R certificates shall be registered solely
      in
      the name of NSII.

    


    (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 and the Swap Agreement,
      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, and the Swap
      Agreement. 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
      documents set forth on Exhibit 1 hereto, provided,
      however,
      that in
      lieu of the foregoing, the Seller may deliver the following documents, under
      the
      circumstances set forth below: (x) in lieu of the original Mortgage, assignments
      to the Trustee or intervening assignments thereof which have been delivered,
      are
      being delivered or will upon receipt of recording information relating to the
      Mortgage required to be included thereon, be delivered to recording offices
      for
      recording and have not been returned in time to permit their delivery as
      specified above, the Seller may deliver a true copy thereof with a certification
      by the Seller on the face of such copy, substantially as follows: “Certified to
      be a true and correct copy of the original, which has been transmitted for
      recording;” (y) in lieu of the Mortgage, assignments to the Trustee or
      intervening assignments thereof, if the applicable jurisdiction retains the
      originals of such documents or if the originals are lost (in each case, as
      evidenced by a certification from the Seller to such effect), the Seller may
      deliver photocopies of such documents containing an original certification
      by
      the judicial or other governmental authority of the jurisdiction where such
      documents were recorded; and (z) in lieu of the Mortgage Notes relating to
      the
      Mortgage Loans, each identified in the list delivered by the Purchaser to the
      Trustee on the Closing Date and attached hereto as Exhibit
      2
      the
      Seller may deliver lost note affidavits and indemnities of the Seller; and
      provided further, however, that in the case of Mortgage Loans which have been
      prepaid in full after the Cut-off Date and prior to the Closing Date, the
      Seller, in lieu of delivering the above documents, may deliver to the Trustee
      a
      certification by the Seller to such effect. The Seller shall deliver such
      original documents (including any original documents as to which certified
      copies had previously been delivered) or such certified copies to the Trustee
      promptly after they are received. The Seller shall cause the Mortgage and
      intervening assignments, if any, and the assignment of the Mortgage to be
      recorded not later than 180 days after the Closing Date, or, in lieu of such
      assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof
      to
      the effect that the recordation of such assignment is not necessary to protect
      the Trustee’s interest in the related Mortgage Loan. Upon the request of the
      Purchaser, the Seller will assist the Purchaser in effecting the assignment
      referred to above.

     

    (c)  In
      connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Seller further agrees that it will cause, at the Seller’s own
      expense, within thirty (30) days after the Closing Date, the MERS® System to
      indicate that such Mortgage Loans have been assigned by the Seller to the
      Purchaser and by the Purchaser to the Trustee in accordance with this Agreement
      for the benefit of the Certificateholders by including (or deleting, in the
      case
      of Mortgage Loans which are repurchased in accordance with this Agreement)
      in
      such computer files (a) the code in the field which identifies the specific
      Trustee and (b) the code in the field “Pool Field” which identifies the series
      of the Certificates issued in connection with such Mortgage Loans. The Seller
      further agrees that it will not, and will not permit the Servicers 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 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 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 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)  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, fair
      lending or disclosure laws applicable to the origination and servicing of the
      Mortgage Loans have been complied with in all material respects, and the
      consummation of the transactions contemplated hereby will not involve the
      violation of any such laws;

     

    (ix)  The
      Mortgage has not been satisfied, cancelled, subordinated (other than with
      respect to second lien Mortgage Loans, the subordination to the first lien)
      or
      rescinded, in whole or in part, and the Mortgaged Property has not been released
      from the lien of the Mortgage, in whole or in part, nor has any instrument
      been
      executed that would effect any such satisfaction, cancellation, subordination,
      rescission or release;

     

    (x)  The
      Mortgage was recorded or was submitted for recording in accordance with all
      applicable laws and is a valid, existing and enforceable perfected first or
      second lien on the Mortgaged Property including all improvements on the
      Mortgaged Property, subject only to (a) the lien of the current real property
      taxes and (b) covenants, conditions and restrictions, rights of way and
      easements;

     

    (xi)  The
      Mortgage Note and the related Mortgage are genuine and each is the legal, valid
      and binding obligation of the maker thereof, insured under the related title
      policy, and enforceable in accordance with its terms, except to the extent
      that
      the enforceability thereof may be limited by a bankruptcy, insolvency or
      reorganization;

     

    (xii)  The
      Seller is the sole legal, beneficial and equitable owner of the Mortgage Note
      and the Mortgage and has the full right to convey, transfer and sell the
      Mortgage Loan to the Purchaser free and clear of any encumbrance, equity, lien
      (other than with respect to second lien Mortgage Loans, the subordination to
      the
      first lien), pledge, charge, claim or security interest and immediately upon
      the
      sale, assignment and endorsement of the Mortgage Loans from the Seller to the
      Purchaser, the Purchaser shall have good and indefeasible title to and be the
      sole legal owner of the Mortgage Loans subject only to any encumbrance, equity,
      lien, pledge, charge, claim or security interest arising out of the Purchaser’s
      actions;

     

    (xiii)  Each
      Mortgage Loan is covered by a valid and binding American Land Title Association
      lender’s title insurance policy issued by a title insurer qualified to do
      business in the jurisdiction where the Mortgaged Property is located, which
      title insurance policy is generally acceptable to Fannie Mae and Freddie Mac.
      No
      claims have been filed under such lender’s title insurance policy, and the
      Seller has not done, by act or omission, anything that would impair the coverage
      of the lender’s title insurance policy;

     

    (xiv)  There
      is
      no material default, breach, violation event or event of acceleration existing
      under the Mortgage or the Mortgage Note and no event which, with the passage
      of
      time or with notice and the expiration of any grace or cure period, would
      constitute a material default, breach, violation or event of acceleration,
      and
      the Seller has not, nor has its predecessors, waived any material default,
      breach, violation or event of acceleration;

     

    (xv)  There
      are
      no mechanics’ or similar liens or claims which have been filed for work, labor
      or material provided to the related Mortgaged Property prior to the origination
      of the Mortgage Loan which are or may be liens prior to, or equal or coordinate
      with, the lien of the related Mortgage, except as may be disclosed in the
      related title policy;

     

    (xvi)  Except
      with respect to approximately 15.94% of the Mortgage Loans by aggregate
      principal balance as of the Cut-off Date, which are balloon loans and
      approximately 19.54% of the Mortgage Loans by aggregate principal balance as
      of
      the Cut-off Date, which are interest only loans, 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 and 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
      Servicemembers Civil Relief Act;

     

    (xxviii)  All
      parties which have held an interest in the Mortgage Loan are (or during the
      period in which they held and disposed of such interest, were) (1) in compliance
      with any and all applicable licensing requirements of the state wherein the
      Mortgaged Property is located, (2) organized under the laws of such state,
      (3)
      qualified to do business in such state, (4) a federal savings and loan
      association or national bank, (5) not doing business in such state, or (6)
      exempt from the applicable licensing requirements of such state;

     

    (xxix)  The
      Mortgage File contains an appraisal of the related Mortgaged Property which
      was
      made prior to the approval of the Mortgage Loan by a qualified appraiser, duly
      appointed by the related originator and was made in accordance with the
      Financial Institutions Reform, Recovery, and Enforcement Act of 1989 and the
      Uniform Standards of Professional Appraisal Practice;

     

    (xxx)  Except
      as
      may otherwise be limited by applicable law, the Mortgage contains an enforceable
      provision for the acceleration of the payment of the unpaid principal balance
      of
      the Mortgage Loan in the event that the Mortgaged Property is sold or
      transferred without the prior written consent of the Mortgagee
      thereunder;

     

    (xxxi)  The
      Mortgage Loan does not contain any provision which would constitute a “buydown”
provision and pursuant to which Monthly Payments are paid or partially paid
      with
      funds deposited in a separate account established by the related originator,
      the
      Mortgagor or anyone on behalf of the Mortgagor, or paid by any source other
      than
      the Mortgagor. The Mortgage Loan is not a “graduated payment mortgage loan” and
      the Mortgage loan does not have a shared appreciation or other contingent
      interest feature;

     

    (xxxii)  To
      the
      best of the Seller’s knowledge there is no action or proceeding directly
      involving the Mortgaged Property presently pending in which compliance with
      any
      environmental law, rule or regulation is at issue and the Seller has received
      no
      notice of any condition at the Mortgaged Property which is reasonably likely
      to
      give rise to an action or proceeding in which compliance with any environmental
      law, rule or regulation is at issue;

     

    (xxxiii)  Each
      Mortgage Loan is an obligation which is principally secured by an interest
      in
      real property within the meaning of Treasury Regulation section
      1.860G-2(a);

     

    (xxxiv)  Each
      Mortgage Loan is directly secured by a first or second lien on, and consists
      of
      a single parcel of, real property with a detached one-to-four family residence
      erected thereon, a townhouse or an individual condominium unit in a condominium
      project, or an individual unit in a planned unit development (“PUD”). No
      residence or dwelling is a leasehold, mobile home or a manufactured dwelling
      unless it is an Acceptable Manufactured Dwelling. An “Acceptable Manufactured
      Dwelling” is a manufactured dwelling, which is permanently affixed to a
      foundation and treated as “real estate” under applicable law. No Mortgaged
      Property is used for commercial purposes. Mortgaged Properties which contain
      a
      home office shall not be considered as being used for commercial purposes as
      long as the Mortgaged Property has not been altered for commercial purposes
      and
      is not storing any chemicals or raw materials other than those commonly used
      for
      homeowner repair, maintenance and/or household purposes;

     

    (xxxv)  The
      Mortgage Interest Rate payable by the Mortgagor with respect to the Adjustable
      Rate Mortgage Loans is subject to adjustment at the time and in the amounts
      as
      are set forth in the related Mortgage Note; 

     

    (xxxvi)  The
      first
      scheduled Monthly Payment under the terms of each Mortgage Note was received
      by
      the servicer servicing such Mortgage Loan by the 30th day following the related
      due date;

     

    (xxxvii)  With
      respect to each Group I Mortgage Loan, no Mortgagor obtained a prepaid
      single-premium credit-life, credit-disability, credit unemployment or credit
      property insurance policy in connection with the origination of such Group
      I
      Mortgage Loan;

     

    (xxxviii)  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;

     

    (xxxix)  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);

     

    (xl)  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;

     

    (xli)  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;

     

    (xlii)  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;


     

    (xliii)  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;

     

    (xliv)  No
      Mortgage 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;

     

    (xlv)  With
      respect to any Group I Mortgage Loan originated on or after August 1, 2004,
      neither the related Mortgage nor the related Mortgage Note requires the
      Mortgagor to submit to arbitration to resolve any dispute arising out of or
      relating in any way to the Mortgage Loan transaction;

     

    (xlvi)  With
      respect to the Group I Mortgage Loans, the related Mortgage Loan’s Mortgagor was
      not encouraged or required to select a mortgage loan product offered by such
      Mortgage Loan’s originator which is a higher cost product designed for less
      creditworthy borrowers, taking into account such facts as, without limitation,
      the Mortgage Loan’s requirements and the Mortgagor’s credit history, income,
      assets and liabilities and any such Mortgagor
      who
      sought financing through such originator’s higher-priced lending channel, the
      Mortgagor was directed towards or offered the such originator’s standard
      mortgage line if such Mortgagor qualified for one of the standard
      products;

     

    (xlvii)  With
      respect to the Group I Mortgage Loans, the methodology used in underwriting
      the
      extension of credit for each Mortgage Loan did not rely solely on the extent
      of
      the Mortgagor’s equity in the collateral as the principal determining factor in
      approving such extension of credit. The methodology employed objective criteria
      such as the Mortgagor’s income, assets or liabilities, to the proposed mortgage
      payment and, based on such methodology, the Group I Mortgage Loan’s originator
      made a reasonable determination that at the time of origination the Mortgagor
      had the ability to make timely payments on the Mortgage Loan;;

     

    (xlviii)  With
      respect to Group I Mortgage Loans, no Mortgagor was charged “points and fees” in
      an amount greater than (a) $1,000 or (b) 5% of the principal amount of such
      Group I Mortgage Loan, whichever is greater. For purposes of this
      representation, “points and fees” (x) include origination, underwriting, broker
      and finder’s fees and charges that the lender imposed as a condition of making
      the Mortgage Loan, whether they are paid to the lender or a third party; and
      (y)
      exclude bona fide discount points, fees paid for actual services rendered in
      connection with the origination of the mortgage (such as attorneys’ fees,
      notaries fees and fees paid for property appraisals, credit reports, surveys,
      title examinations and extracts, flood and tax certifications, and home
      inspections); the cost of mortgage insurance or credit-risk price adjustments;
      the costs of title, hazard, and flood insurance policies; state and local
      transfer taxes or fees; escrow deposits for the future payment of taxes and
      insurance premiums; and other miscellaneous fees and charges, which
      miscellaneous fees and charges, in total, do not exceed 0.25 percent of the
      loan
      amount;

     

    (xlix)  All
      fees
      and charges (including finance charges) and whether or not financed, assessed,
      collected or to be collected in connection with the origination and servicing
      of
      each Mortgage Loan has been disclosed in writing to the Mortgagor in accordance
      with applicable state and federal law and regulation; 

     

    (l)  No
      Mortgage Loan originated on or after October 1, 2002 through March 6, 2003
      is
      governed by the Georgia Fair Lending Act;

     

    (li)  The
      information set forth in the applicable part of the Prepayment Penalty Schedule
      relating to the existence of a Prepayment Loan Charge 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;

     

    (lii)  No
      Mortgage Loan contains a provision whereby the Mortgagor can convert an
      Adjustable Rate Mortgage Loan into a Fixed Rate Mortgage Loan;

     

    (liii)  With
      respect to any Mortgage Loan that is secured by a second lien on the related
      Mortgaged Property, either (i) no consent for the Mortgage Loan is required
      by
      the holder of any related senior lien or (ii) such consent has been obtained
      and
      is contained in the Mortgage File; 

     

    (liv)  With
      respect to a Mortgage Loan which is a second lien, as of the date hereof, the
      Seller has not received a notice of default of a senior lien on the related
      Mortgaged Property which has not been cured;

     

    (lv)  With
      respect to any Group I Mortgage Loan that contains a provision permitting
      imposition of a penalty upon a prepayment prior to maturity: (i) the Mortgage
      Loan provides some benefit to the Mortgagor (e.g. a rate or fee reduction)
      in
      exchange for accepting such prepayment penalty, (ii) such Mortgage Loan’s
      originator had a written policy of offering the Mortgagor, or requiring
      third-party brokers to offer the Mortgagor the option of obtaining a mortgage
      loan that did not require payment of such a prepayment penalty, (iii) the
prepayment
      penalty
      was adequately disclosed to the Mortgagor pursuant to applicable state and
      federal law, (iv) no Group I Mortgage Loan originated on or after October 1,
      2002 will provide for a prepayment penalty for a term in excess of three years
      and any Group I Mortgage Loan originated prior to such date will not provide
      for
      prepayment penalties for a term in excess of five years; in each case unless
      such Mortgage Loan was modified to reduce the prepayment period to no more
      than
      three years from the date of the Mortgage Note and the Mortgagor was notified
      in
      writing of such reduction in prepayment period, and (v) such prepayment penalty
      shall not be imposed in any instance where the mortgage debt is accelerated
      or
      paid off in connection with the workout of a delinquent Group I Mortgage Loan
      due to the Mortgagor’s default notwithstanding that the terms of the Group I
      Mortgage Loan or state or federal law might permit the imposition of such
      penalty;

     

    (lvi)  The
      Servicer for each Group I Mortgage Loan has fully furnished, in accordance
      with
      the Fair Credit Reporting Act and its implementing regulations, accurate and
      complete information (i.e., favorable and unfavorable) on its borrower credit
      files to Equifax, Experian, and Trans Union Credit Information Company (three
      of
      the credit repositories), on a monthly basis;

     

    (lvii)  With
      respect to any Group I Mortgage Loan, the related residential dwelling is not
      a
      manufactured housing unit;

     

    (lviii)  The
      original principal balance of each Group I Mortgage Loan which is secured by
      a
      first lien on the related Mortgaged Property is within Freddie Mac’s dollar
      amount limits for conforming one-to-four family mortgage loans;

     

    (lix)  With
      respect to Group I Mortgage Loans, no Mortgage Loan originated on or after
      January 1, 2005, which is a “high cost home loan” as defined under the Indiana
      Home Loan Practices Act (I.C. 24-9);

     

    (lx)  With
      respect to a Group I Mortgage Loan which is secured by a second lien, (a) such
      Mortgage Loan is secured by a one- to four-family residence that is the
      principal residence of the Mortgagor, (b) the origination amount Mortgage Loan
      did not exceed one-half of the one-unit limitation set forth by Freddie Mac
      for
      first lien mortgage loans, and (c) the original principal balance for the first
      lien plus the original principal balance of the second lien Mortgage Loan do
      not
      exceed Freddie Mac’s applicable loan limits for first lien mortgage loans for
      properties of the same type as the related Mortgaged Property; No Group I
      Mortgage Loan was originated more than one year prior to the Closing Date;
      

     

    (lxi)  No
      Group
      I Mortgage Loan was originated more than one year prior to the Closing Date;
      and

     

    (lxii)  No
      Group
      I Mortgage Loan has an “annual percentage rate” or “total points and fees”
payable by the borrower (as each such term is defined under HOEPA) that equal
      or
      exceed the applicable thresholds defined under HOEPA (Section 32 of Regulation
      Z, 12 C.F.R. Section 226.32(a)(1)(i) and (ii)).

     

    SECTION
      9.  Repurchase
      Obligation for Defective Documentation and for Breach of Representation and
      Warranty.

    


    (a)  The
      representations and warranties contained in Section 8 shall not be impaired
      by
      any review and examination of loan files or other documents evidencing or
      relating to the Mortgage Loans or any failure on the part of the Seller or
      the
      Purchaser to review or examine such documents and shall inure to the benefit
      of
      any assignee, transferee or designee of the Purchaser, including the Trustee
      for
      the benefit of the Certificateholders. With respect to the representations
      and
      warranties contained herein as to which the Seller has no knowledge, if it
      is
      discovered that the substance of any such representation and warranty was
      inaccurate as of the date such representation and warranty was made or deemed
      to
      be made, and such inaccuracy materially and adversely affects the value of
      the
      related Mortgage Loan or the interest therein of the Purchaser or the
      Purchaser’s assignee, transferee or designee, then notwithstanding the lack of
      knowledge by the Seller with respect to the substance of such representation
      and
      warranty being inaccurate at the time the representation and warranty was made,
      the Seller shall take such action described in the following paragraph in
      respect of such Mortgage Loan. Notwithstanding anything to the contrary
      contained herein, any breach of a representation or warranty contained in
      clauses (viii), (xxxvii), (xxxix), (xliv), (xlv), (xlvi), (xlvii), (xlviii),
      (l), (lv), (lvi), (lvii), (lviii), (lix), (lx), (lxi) and/or (lxii) of Section
      8
      above, shall be automatically deemed to affect materially and adversely the
      interests of the Purchaser or the Purchaser’s assignee, transferee or designee.


    


    Upon
      discovery by the Seller, the Purchaser or any assignee, transferee or designee
      of the Purchaser of any materially defective document in, or that any material
      document was not transferred by the Seller (as listed on an exception report
      attached to the initial certification prepared by the Custodian, on behalf
      of
      the Trustee), or of a breach of any of the representations and warranties
      contained in Section 8 that materially and adversely affects the value of any
      Mortgage Loan or the interest therein of the Purchaser or the Purchaser’s
      assignee, transferee or designee, the party discovering such breach shall give
      prompt written notice to the Seller. Within 365 days of its discovery or its
      receipt of notice of any such missing documentation that was not transferred
      by
      the Seller as described above, or of materially defective documentation, or
      within 120 days of any such breach of a representation and warranty, the Seller
      promptly shall deliver such missing document or cure such defect or breach
      in
      all material respects or, in the event the Seller cannot deliver such missing
      document or cannot cure such defect or breach, the Seller shall, within 365
      days
      of its discovery or receipt of notice of any such missing or materially
      defective documentation or within 120 days of any such breach of a
      representation and warranty, either (i) repurchase the affected Mortgage Loan
      at
      the Purchase Price (as such term is defined in the Pooling and Servicing
      Agreement) or (ii) pursuant to the provisions of the Pooling and Servicing
      Agreement, cause the removal of such Mortgage Loan from the Trust Fund and
      substitute one or more Replacement Mortgage Loans. The Seller shall amend the
      Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms
      of this Agreement and the Pooling and Servicing Agreement. The Seller shall
      deliver to the Purchaser such amended Closing Schedule and shall deliver such
      other documents as are required by this Agreement or the Pooling and Servicing
      Agreement within five (5) days of any such amendment. Any repurchase pursuant
      to
      this Section 9(a) shall be accomplished by transfer to an account designated
      by
      the Purchaser of the amount of the Purchase Price in accordance with Section
      2.03 of the Pooling and Servicing Agreement. Any repurchase required by this
      Section shall be made in a manner consistent with Section 2.03 of the Pooling
      and Servicing Agreement. 

    


    (b)  If
      the
      representation made by the Seller in Section 8(lii) 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 servicing such Mortgage
      Loan 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 such 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 and the Swap Agreement
      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 a 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 and the Swap Agreement in accordance with the terms
      and
      conditions of this Agreement is mandatory. It is specifically understood and
      agreed that each Mortgage Loan is unique and identifiable on the date hereof and
      that an award of money damages would be insufficient to compensate the Purchaser
      for the losses and damages incurred by the Purchaser in the event of the
      Seller’s failure to deliver the Mortgage Loans on or before the Closing Date.
      The Seller hereby grants to the Purchaser a lien on and a continuing security
      interest in the Seller’s interest in each Mortgage Loan and each document and
      instrument evidencing each such Mortgage Loan to secure the performance by
      the
      Seller of its obligation hereunder, and the Seller agrees that it holds such
      Mortgage Loans in custody for the Purchaser, subject to the Purchaser’s (i)
      right, prior to the Closing Date, to reject any Mortgage Loan to the extent
      permitted by this Agreement and (ii) obligation to deliver or cause to be
      delivered the consideration for the Mortgage Loans pursuant to Section 3 hereof.
      Any Mortgage Loans rejected by the Purchaser shall concurrently therewith be
      released from the security interest created hereby. All rights and remedies
      of
      the Purchaser under this Agreement are distinct from, and cumulative with,
      any
      other rights or remedies under this Agreement or afforded by law or equity
      and
      all such rights and remedies may be exercised concurrently, independently or
      successively.

    


    Notwithstanding
      the foregoing, if on the Closing Date, each of the conditions set forth in
      Section 10 hereof shall have been satisfied and the Purchaser shall not have
      paid or caused to be paid the Purchase Price, or any such condition shall not
      have been waived or satisfied and the Purchaser determines not to pay or cause
      to be paid the Purchase Price, the Purchaser shall immediately effect the
      redelivery of the Mortgage Loans, if delivery to the Purchaser has occurred,
      and
      the security interest created by this Section 13 shall be deemed to have been
      released.

    


    SECTION
      14.  Notices.
      All
      demands, notices and communications hereunder shall be in writing and shall
      be
      deemed to have been duly given if personally delivered to or mailed by
      registered mail, postage prepaid, or transmitted by fax and, receipt of which
      is
      confirmed by telephone, if to the Purchaser, addressed to the Purchaser at
      Two
      World Financial Center, Building B, 21st
      Floor,
      New York, New York 10281, fax: (212) 667-1024, Attention: Legal Department
      (NHEL
      2006-HE3), 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 GOVERN.

    


    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]

    


    _____________________

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

      

    



    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:
              /s/ Timothy P.F. Crowley 
	 	Name: Timothy
              P.F. Crowley 
	 	
              Title: Vice
                President

            




    

      	 	 	 
	 	
              NOMURA
                HOME EQUITY
                LOAN, INC.

            
	 
 	 
 	 
 
	 	  	By:
              /s/ John P. Graham 
	 	Name: John
              P. Graham 
	 	
              Title: Managing
                Director

            


    

     


    EXHIBIT
      1

    


    CONTENTS
      OF MORTGAGE FILE

    


    With
      respect to each Mortgage Loan, the Mortgage File shall include each of the
      following items, which shall be available for inspection by the Purchaser or
      its
      designee, and which shall be delivered to the Purchaser or its designee pursuant
      to the terms of the Agreement.

     

    (a)  the
      original Mortgage Note (including all riders thereto) bearing all intervening
      endorsements necessary to show a complete chain of endorsements from the
      original payee, endorsed in blank, via
      original signature,
      and, if
      previously endorsed, signed in the name of the last endorsee by a duly qualified
      officer of the last endorsee. If
      the
      Mortgage Loan was acquired by the last endorsee in a merger, the endorsement
      must be by “[name of last endorsee], successor by merger to [name of
      predecessor]”. If the Mortgage Loan was acquired or originated by the last
      endorsee while doing business under another name, the endorsement must be by
      “[name of last endorsee], formerly known as [previous name]”;

     

    (b)  the
      original Assignment of Mortgage executed in blank;

     

    (c)  the
      original of any guarantee executed in connection with the Mortgage Note, if
      any;

     

    (d)  the
      original Mortgage (including all riders thereto) with evidence of recording
      thereon and the original recorded power of attorney, if the Mortgage was
      executed pursuant to a power of attorney, with evidence of recording thereon,
      and in the case of each MOM Loan, the original Mortgage, noting the presence
      of
      the MIN of the Mortgage Loan and either language indicating that the Mortgage
      Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination,
      the original Mortgage and the assignment thereof to MERS®, with evidence of
      recording indicated thereon; or, if the original Mortgage with evidence of
      recording thereon has not been returned by the public recording office where
      such Mortgage has been delivered for recordation or such Mortgage has been
      lost
      or such public recording office retains the original recorded Mortgage, a
      photocopy of such Mortgage, together with (i) in the case of a delay caused
      by
      the public recording office, an Officer’s Certificate of the title insurer
      insuring the Mortgage, the escrow agent, the seller or the Servicer servicing
      such Mortgage Loan 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 such 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 servicing such Mortgage
      Loan 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 such 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 an Amended and Restated Mortgage Loan Purchase Agreement dated
      as
      of August 31, 2006, as amended and restated to and including November 9,
      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]