NOMURA ASSET ACCEPTANCE CORPORATION, Depositor NOMURA CREDIT & CAPITAL, INC., Sponsor GMAC MORTGAGE CORPORATION Servicer WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer and Securities Administrator and HSBC BANK USA, NATIONAL ASSOCIATION...

NOMURA ASSET ACCEPTANCE CORPORATION,

Depositor

NOMURA CREDIT & CAPITAL, INC.,

Sponsor

GMAC MORTGAGE CORPORATION

Servicer

XXXXX FARGO BANK, NATIONAL ASSOCIATION,

Master Servicer and Securities Administrator

and

HSBC BANK USA, NATIONAL ASSOCIATION

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of May 1, 2006

NOMURA ASSET ACCEPTANCE CORPORATION

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-AF1

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

Section 1.01

Defined Terms.

Section 1.02

Allocation of Certain Interest Shortfalls.

ARTICLE II

CONVEYANCE OF TRUST FUND REPRESENTATIONS AND WARRANTIES

Section 2.01

Conveyance of Trust Fund.

Section 2.02

Acceptance of the Mortgage Loans.

Section 2.03

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

Section 2.04

Representations and Warranties of the Depositor.

Section 2.05

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

Section 2.06

Issuance of the REMIC IA Regular Interests and REMIC IIA Regular Interests.

Section 2.07

Conveyance of the REMIC IA Regular Interests, REMIC IB Regular Interests and the REMIC IIA Regular Interests.

Section 2.08

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

Section 2.09

Establishment of Trust.

Section 2.10

Purpose and Powers of the Trust.

ARTICLE III

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS; ACCOUNTS

Section 3.01

The Servicer to act as Servicer of the Mortgage Loans.

Section 3.02

Due-on-Sale Clauses; Assumption Agreements.

Section 3.03

Subservicers.

Section 3.04

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

Section 3.05

Maintenance of Hazard Insurance.

Section 3.06

Presentment of Claims and Collection of Proceeds.

Section 3.07

Maintenance of Insurance Policies.

Section 3.08

Reserved.

Section 3.09

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

Section 3.10

Servicing Compensation.

Section 3.11

REO Property.

Section 3.12

Liquidation Reports.

Section 3.13

Annual Statement as to Compliance.

Section 3.14

Assessments of Compliance and Attestation Reports.

Section 3.15

Books and Records.

Section 3.16

The Trustee.

Section 3.17

REMIC-Related Covenants.

Section 3.18

Annual Xxxxxxxx-Xxxxx Certification; Additional Information.

Section 3.19

Release of Mortgage Files.

Section 3.20

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

Section 3.21

Possession of Certain Insurance Policies and Documents.

Section 3.22

[Reserved].

Section 3.23

UCC.

Section 3.24

Optional Purchase of Defaulted Mortgage Loans.

Section 3.25

Obligations of the Servicer Under Credit Risk Management Agreement.

Section 3.26

Collection of Mortgage Loan Payments; Custodial Accounts.

Section 3.27

Permitted Withdrawals From the Custodial Accounts.

Section 3.28

Reports to Master Servicer.

Section 3.29

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

Section 3.30

Adjustments to Mortgage Rate and Scheduled Payment.

Section 3.31

Distribution Accounts.

Section 3.32

Permitted Withdrawals and Transfers from the Distribution Accounts.

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; Advance Facility.

Section 5.02

Compensating Interest Payments.

Section 5.03

REMIC Distributions.

Section 5.04

Distributions.

Section 5.05

Allocation of Group I Realized Losses.

Section 5.06

Allocation of Group II-V Realized Losses.

Section 5.07

Monthly Statements to Certificateholders.

Section 5.08

REMIC Designations and REMIC Allocations.

Section 5.09

Prepayment Charges.

Section 5.10

Class I-P Certificate Account and the 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, THE SERVICER AND THE MASTER SERVICER

Section 7.01

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

Section 7.02

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

Section 7.03

Indemnification of 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

The Servicer Not to Resign.

Section 7.06

Termination of the Servicer Without Cause; 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 Servicer and the Master Servicer.

ARTICLE VIII

DEFAULT; TERMINATION OF SERVICER AND MASTER SERVICER

Section 8.01

Events of Default.

Section 8.02

Master Servicer to Act; Appointment of Successor.

Section 8.03

Notification to Certificateholders.

Section 8.04

Waiver of Servicer Defaults and Master Servicer Defaults.

ARTICLE IX

CONCERNING THE TRUSTEE AND SECURITIES ADMINISTRATOR

Section 9.01

Duties of Trustee and Securities Administrator.

Section 9.02

Certain Matters Affecting the Trustee and Securities Administrator.

Section 9.03

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

Section 9.04

Trustee and Securities Administrator May Own Certificates.

Section 9.05

Fees and Expenses of Trustee and Securities Administrator.

Section 9.06

Eligibility Requirements for Trustee and Securities Administrator.

Section 9.07

Resignation and Removal of Trustee and Securities Administrator.

Section 9.08

Successor Trustee or Securities Administrator.

Section 9.09

Merger or Consolidation of Trustee or Securities Administrator.

Section 9.10

Appointment of Co-Trustee or Separate Trustee.

Section 9.11

Appointment of Office or Agency.

Section 9.12

Representations and Warranties.

Section 9.13

Tax Matters.

ARTICLE X

TERMINATION

Section 10.01

Termination upon Liquidation or Repurchase of all Mortgage Loans.

Section 10.02

Final Distribution on the Certificates.

Section 10.03

Additional Termination Requirements.

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01

Amendment.

Section 11.02

Recordation of Agreement; Counterparts.

Section 11.03

Governing Law.

Section 11.04

Intention of Parties.

Section 11.05

Notices.

Section 11.06

Severability of Provisions.

Section 11.07

Assignment.

Section 11.08

Limitation on Rights of Certificateholders.

Section 11.09

Certificates Nonassessable and Fully Paid.

Section 11.10

Intention of the Parties and Interpretation.

Section 11.11

Early Termination of the Cap Contract.

EXHIBITS

Exhibit A-1	Form of Class [I]-A-[1][2][3][4][5] Certificates
Exhibit A-2	Form of Class I-A-IO Certificates
Exhibit A-3	Form of Class [II][III][IV][V]-A-[1][2] Certificates
Exhibit A-4	Form of Class I-M-[1][2][3] Certificates
Exhibit A-5	Form of Class C-B-[1][2][3][4][5][6] Certificates
Exhibit A-6	Form of Class I-P Certificates
Exhibit A-7	Form of Class P Certificates
Exhibit A-8	Form of Class [III]-R Certificates
Exhibit A-9	Form of Class I-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 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

POOLING AND SERVICING AGREEMENT, dated as of May 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”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as master servicer (the “Master Servicer”) and securities administrator (the “Securities Administrator”), GMAC MORTGAGE CORPORATION, a Pennsylvania corporation, as servicer (the “Servicer”) and HSBC BANK, USA, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, but solely as trustee (the “Trustee”).

PRELIMINARY STATEMENT

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

REMIC IA

As provided herein, the Securities Administrator will make an election to treat the segregated pool of assets consisting of the Group I Mortgage Loans and certain other related assets as set forth in the definition of REMIC IA (and exclusive of the Cap Contract 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 IA”. The Class R-1A Interest will represent the sole class of “residual interests” in REMIC IA 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 IA 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 IA Regular Interests will be certificated.

Designation	Initial Uncertificated Principal Balance		Uncertificated REMIC IA Pass-Through Rate		Assumed Final Maturity Date⁽¹⁾
LTI-1	$	371,767,320.39		Variable⁽²⁾		May 25, 2036
LTI-IO-A	$	10,601,000.00		Variable⁽²⁾		May 25, 2036
LTI-IO-B	$	4,240,000.00		Variable⁽²⁾		May 25, 2036
LTI-IO-C	$	6,360,000.00		Variable⁽²⁾		May 25, 2036
LTI-IO-D	$	6,359,000.00		Variable⁽²⁾		May 25, 2036
LTI-IO-E	$	4,241,000.00		Variable⁽²⁾		May 25, 2036
LTI-IO-F	$	4,241,000.00		Variable⁽²⁾		May 25, 2036
LTI-IO-G	$	5,935,000.00		Xxxxxxxx⁽⁰⁾		Xxx 00, 0000
XXX-XX-X	$	11,024,000.00		Xxxxxxxx⁽⁰⁾		Xxx 00, 0000
XXX-X	$	100.00		N/A		May 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 that represents one or more of the “regular interests” in REMIC IA.
(2)	Calculated in accordance with the definition of “Uncertificated REMIC IA Pass-Through Rate” herein.

REMIC IB

As provided herein, the Securities Administrator will make an election to treat the segregated pool of assets consisting of the REMIC IA Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC IB”. The Class R-1B Interest will represent the sole class of “residual interests” in REMIC IB 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 IB 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 IB Regular Interests. None of the REMIC IB Regular Interests will be certificated.

Designation	Initial Uncertificated Principal Balance		Uncertificated REMIC IB Pass-Through Rate		Assumed Final Maturity Date⁽¹⁾
LTI-AA	$	416,272,953.98		Xxxxxxxx⁽⁰⁾		Xxx 00, 0000
XXX-XX0X	$	1,554,420.00		Xxxxxxxx⁽⁰⁾		Xxx 00, 0000
XXX-XX0X	$	300,000.00		Xxxxxxxx⁽⁰⁾		Xxx 00, 0000
XXX-XX0	$	958,090.00		Xxxxxxxx⁽⁰⁾		Xxx 00, 0000
XXX-XX0	$	257,560.00		Xxxxxxxx⁽⁰⁾		Xxx 00, 0000
XXX-XX0	$	409,530.00		Xxxxxxxx⁽⁰⁾		Xxx 00, 0000
XXX-XX0	$	417,640.00		Xxxxxxxx⁽⁰⁾		Xxx 00, 0000
XXX-XX0	$	112,560.00		Xxxxxxxx⁽⁰⁾		Xxx 00, 0000
XXX-XX0	$	93,440.00		Xxxxxxxx⁽⁰⁾		Xxx 00, 0000
XXX-XX0	$	80,700.00		Variable⁽²⁾		May 25, 2036
LTI-IZZ	$	4,311,426.41		Variable⁽²⁾		May 25, 2036
LTI-IIO		N/A⁽³⁾		4.50%⁽⁴⁾		May 25, 2036
LTI-IP	$	100.00		N/A		May 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 IB Regular Interest.
(2)	Calculated in accordance with the definition of “Uncertificated REMIC IB Pass-Through Rate” herein.
(3)	REMIC IB Regular Interest LTI-IIO will not have an Uncertificated Principal Balance, but will accrue interest on its Uncertificated Notional Amount, as defined herein.
(4)	REMIC IB Regular Interest LTI-IIO will accrue interest at a rate of 4.50%, subject to a cap as described herein.

REMIC IC

As provided herein, the Securities Administrator will make an election to treat the segregated pool of assets consisting of the REMIC IB Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC IC”. The Class R-1C Interest will represent the sole class of “residual interests” in REMIC IC 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 IC created hereunder:

Class Designation	Initial Certificate Principal Balance		Pass-Through Rate		Assumed Final Maturity Date⁽¹⁾
Class I-A-1A	$	155,442,000.00		Class I-A-1A Pass-Through Rate		May 25, 2036
Class I-A-1B	$	30,000,000.00		Class I-A-1B Pass-Through Rate		May 25, 2036
Class I-A-2	$	95,809,000.00		Class I-A-2 Pass-Through Rate		May 25, 2036
Class I-A-3	$	25,756,000.00		Class I-A-3 Pass-Through Rate		May 25, 2036
Class I-A-4	$	40,953,000.00		Class I-A-4 Pass-Through Rate		May 25, 2036
Class I-A-5	$	41,764,000.00		Class I-A-5 Pass-Through Rate		May 25, 2036
Class I-A-IO		⁽²⁾		Class I-A-IO Pass-Through Rate⁽²⁾		May 25, 2036
Class I-M-1	$	11,256,000.00		Class I-M-1 Pass-Through Rate		May 25, 2036
Class I-M-2	$	9,344,000.00		Class I-M-2 Pass-Through Rate		May 25, 2036
Class I-M-3	$	8,070,000.00		Class I-M-3 Pass-Through Rate		May 25, 2036
Class I-X	$	6,374,320.39⁽³⁾		Class I-X Pass-Through Rate		May 25, 2036
Class I-P	$	100.00		N/A⁽⁴⁾		May 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 I-A-IO Certificates will accrue interest at the Class I-A-IO Pass-Through Rate on the Certificate Notional Balance of the Class I-A-IO Certificates calculated in accordance with the definition of “Certificate Notional Balance” herein. The Class I-A-IO Certificates will not be entitled to distributions in respect of principal. For federal income tax purposes, the Class I-A-IO Certificates will not have a Notional Amount, but will be entitled to 100% of amounts distributed on REMIC II Regular Interest LTI-IIO.
(3)	The Class I-X Certificates will not accrue interest on their Certificate Principal Balance, but will accrue interest at the Class I-X Pass-Through Rate on the Certificate Notional Balance of the Class I-X Certificates outstanding from time to time which shall equal the aggregate of the Uncertificated Principal Balances of the REMIC IB Regular Interests (other than REMIC IB Regular Interest LTI-IIO and REMIC IB Regular Interest LTI-IP).
(4)	The Class I-P Certificates will not be entitled to distributions in respect of interest.

REMIC IIA

As provided herein, the Securities Administrator will make an election to treat the segregated pool of assets consisting of the Group II-V Mortgage Loans and certain other related assets 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 IIA.” The R-2A Interest will represent the sole class of “residual interests” in REMIC IIA 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 IIA 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 IIA Regular Interests. None of the REMIC IIA Regular Interests will be certificated.

Designation	Initial Uncertificated Principal Balance		Uncertificated REMIC IIA Pass-Through Rate		Assumed Final Distribution Date⁽¹⁾
LTII-1SUB	$	194,673.56		⁽²⁾		June 25, 2036
LTII-1GRP	$	2,432,973.56		⁽²⁾		June 25, 2036
LTII-2SUB	$	1,343,539.07		⁽²⁾		June 25, 2036
LTII-2GRP	$	16,793,839.07		⁽²⁾		June 25, 2036
LTII-3SUB	$	392,317.45		⁽²⁾		June 25, 2036
LTII-3GRP	$	4,904,317.45		⁽²⁾		June 25, 2036
LTII-4SUB	$	235,970.14		⁽²⁾		June 25, 2036
LTII-4GRP	$	2,949,270.14		⁽²⁾		June 25, 2036
LTII-P		100.00		0.00%		June 25, 2036
LTII-XX	$	241,557,101.70		⁽²⁾		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 Group II-V Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC IIA Regular Interest.
(2)	Calculated in accordance with the definition of “Uncertificated REMIC IIA Pass-Through Rate” herein.

REMIC IIB

As provided herein, the Securities Administrator will make an election to treat the segregated pool of assets consisting of the REMIC IIA Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC IIB”. The R-2B Interest will represent the sole class of “residual interests” in REMIC IIB 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 IIB created hereunder:

Class Designation	Initial Certificate Principal Balance		Pass-Through Rate		Assumed Final Maturity Date⁽¹⁾
Class II-A	$	22,383,000.00		Class II-A Pass-Through Rate		June 25, 2036
Class III-A-1	$	139,053,000.00		Class III-A-1 Pass-Through Rate		June 25, 2036
Class III-A-2	$	15,450,000.00		Class III-A-2 Pass-Through Rate		June 25, 2036
Class IV-A-1	$	40,608,000.00		Class IV-A-1 Pass-Through Rate		June 25, 2036
Class IV-A-2	$	4,512,000.00		Class IV-A-2 Pass-Through Rate		June 25, 2036
Class V-A	$	27,133,000.00		Class V-A Pass-Through Rate		June 25, 2036
Class C-B-1	$	8,259,000.00		Subordinate Pass-Through Rate		June 25, 2036
Class C-B-2	$	4,874,000.00		Subordinate Pass-Through Rate		June 25, 2036
Class C-B-3	$	3,114,000.00		Subordinate Pass-Through Rate		June 25, 2036
Class C-B-4	$	2,031,000.00		Subordinate Pass-Through Rate		June 25, 2036
Class C-B-5	$	541,000.00		Subordinate Pass-Through Rate		June 25, 2036
Class C-B-6	$	2,846,002.12		Subordinate Pass-Through Rate		June 25, 2036
Class 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 Group II-V Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each Class of Certificates.

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

ARTICLE I

DEFINITIONS

Section 1.01 Defined Terms.

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

Accepted Master Servicing Practices: With respect to any Mortgage Loan, as applicable, either (x) those customary mortgage master servicing practices of prudent mortgage servicing institutions that master service mortgage loans of the same type and quality as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, to the extent applicable to the Master Servicer (except in its capacity as successor to the Servicer), or (y) as provided in Section 3.01 hereof, but in no event below the standard set forth in clause (x).

Accepted Servicing Practices: As defined in Section 3.01.

Account: Either the Distribution Account or the Custodial Accounts.

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

Accrued Certificate Interest: With respect to any Distribution Date and the any Group II-V Senior Certificates and Subordinate Certificates, means an amount equal to the interest accrued during the related Accrual Period at the applicable Pass-Through Rate on the Certificate Principal Balance of such Certificate immediately prior to such Distribution Date less (i) in the case of a Group II-V Senior Certificate, such Certificate’s share of any Net Interest Shortfall from Group II-V Mortgage Loans in the related Loan Group and, after the Credit Support Depletion Date, the interest portion of any Realized Losses on the Group II-V Mortgage Loans in the related Loan Group and (ii) in the case of a Subordinate Certificate, such Certificate’s share of any Net Interest Shortfall and the interest portion of any Realized Losses on the Group II-V Mortgage Loans. Accrued Certificate Interest is calculated on the basis of a 360-day year consisting of twelve 30-day months. No Accrued Certificate Interest will be payable with respect to any Class of Group II-V Senior Certificates or Subordinate Certificates after the Distribution Date on which the outstanding Certificate Principal Balance of such Certificate has been reduced to zero.

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.

Adjustment Amount: With respect to each anniversary of the Cut-off Date, the amount, if any, by which the Special Hazard Loss Coverage Amount (without giving effect to the deduction of the Adjustment Amount for such anniversary) exceeds the greatest of (x) the product of 1% and the Stated Principal Balance of all the Group II-V Mortgage Loans on the Distribution Date immediately preceding such anniversary, (y) the aggregate Stated Principal Balance of the Group II-V Mortgage Loans located in the zip code containing the largest aggregate Stated Principal Balance of the Group II-V Mortgage Loans, and (z) twice the Stated Principal Balance of the Group II-V Mortgage Loan which has the largest Stated Principal Balance on the Distribution Date immediately preceding such anniversary.

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

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

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

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

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

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

Aggregate Collateral Balance: With respect to the Group II-V Mortgage Loans and any Distribution Date, the aggregate of the Stated Principal Balances of the Group II-V Mortgage Loans as of the last day of the related Due Period.

Aggregate Loan Group Balance: With respect to a Loan Group and any Distribution Date, the aggregate of the Stated Principal Balances of the Group II-V Mortgage Loans in such Loan Group 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.

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

Annual Statement of Compliance: As defined in Section 3.13.

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

Assumed Final Distribution Date: With respect to the Group I Certificates (other than the Class I-A-IO Certificates), the distribution date in May 2036. With respect to the Class I-A-IO Certificates, the distribution date in May 2008. With respect to the Group II-V Certificates, the Distribution Date in June 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 Funds: With respect to any Distribution Date and each of Loan Group II, Loan Group III, Loan Group IV and Loan Group V, the sum of:

(a) all scheduled installments of interest and principal due on the related due date and received prior to the related determination date on the Mortgage Loans in the related Loan Group, together with any advances for the Mortgage Loans in the related Loan Group;

(b) (i) all Insurance Proceeds (to the extent not applied to restoration of the mortgaged property or released to the mortgagor in accordance with the servicer’s standard servicing procedures) and Liquidation Proceeds received during the calendar month preceding the month of that Distribution Date on the Mortgage Loans in the related Loan Group, in each case net of unreimbursed expenses incurred in connection with a liquidation or foreclosure and unreimbursed advances, if any, and (ii) all Recoveries, if any, for such Distribution Date;

(c) all partial and full principal prepayments received during the applicable Prepayment Period on the Mortgage Loans in the related Loan Group, exclusive of prepayment premiums and interest accruals received with any prepayments in full if such prepayment in full is received in the month that such prepayment is to be distributed to certificateholders and such interest represents interest accruals for that month;

(d) amounts received for that Distribution Date in respect of the substitution of a Mortgage Loan in the related Loan Group, the purchase of a deleted Mortgage Loan in the related Loan Group, or a repurchase of a Mortgage Loan in the related Loan Group by the Sponsor as of that Distribution Date;

(e) any amounts payable as Compensating Interest by the Servicer or the Master Servicer on that Distribution Date on the Mortgage Loans in the related Loan Group; and

(f) minus, in the case of clauses (a) through (e) above, (i) the amounts to which the Trustee, Securities Administrator, Master Servicer or the Servicer is entitled under this Agreement, including accrued and unpaid Servicing Fees, unreimbursed advances and certain expenses, in each case allocable to such Loan Group and (ii) any lender paid mortgage guaranty insurance premiums, if applicable, in the related Loan Group.

Available Distribution Amount: The sum of the Interest Remittance Amount with respect to Loan Group I and Principal Funds with respect to Loan Group I, exclusive of amounts pursuant to Section 5.09(b).

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

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

Bankruptcy Code: Title 11 of the United States Code.

Bankruptcy Losses: means any Debt Service Reduction or Deficient Valuation.

Bankruptcy Loss Coverage Amount: means the aggregate amount of Bankruptcy Losses that are allocated to the Subordinate Certificates, which will be, with respect to any Distribution Date, an amount equal to approximately $150,000 (0.06% of the aggregate principal balance of the Group II-V Mortgage Loans as of the Cut-off Date), minus the aggregate amount of previous Deficient Valuations and Debt Service Reductions. As of any Distribution Date on or after the Credit Support Depletion Date, the related Bankruptcy Loss Coverage Amount will be zero. The Bankruptcy Loss Coverage Amount may be reduced or modified upon written confirmation from the Rating Agencies that the reduction or modification will not adversely affect the then current ratings of the Group II-V Senior Certificates by the Rating Agencies. Such reduction may adversely affect the coverage provided by subordination with respect to Deficient Valuations and Debt Service Reductions.

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 City of New York, New York, the Commonwealth of Pennsylvania, 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 I-A-1A Certificates.

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-8.

Certificate Notional Balance: With respect to the Class A-IO Certificates and any Distribution Date, the lesser of (a) (i) $53,001,000 for each Distribution Date from and including the Distribution Date in June 2006 to and including the Distribution Date in November 2006, (ii) $42,400,000 for each Distribution Date from and including the Distribution Date in December 2006 to and including the Distribution Date in March 2007, (iii) $38,160,000 for each Distribution Date from and including the Distribution Date in April 2007 to and including the Distribution Date in June 2007, (iv) $31,800,000 for the Distribution Date in July 2007 and the Distribution Date in August 2007, (v) $25,441,000 for each Distribution Date from and including the Distribution Date in September 2007 to and including the Distribution Date in December 2007, (vi) $21,200,000 for the Distribution Date in January 2008 and the Distribution Date in February 2008, (vii) $16,959,000 for the Distribution Date in March 2008 and the Distribution Date in April 2008, (viii) $11,024,000 for the Distribution Date in May 2008 and (ix) for each Distribution Date thereafter, $0 and (b) the aggregate scheduled principal balance of the Group I Mortgage Loans. For United States federal income tax purposes, the Class I-A-IO Certificates will not have a Certificate Notional Balance, but will be entitled to 100% of amounts distributed on REMIC IB Regular Interest LTI-IIO. With respect to the Class I-X Certificates and any Distribution Date, the Uncertificated Principal Balance of the REMIC IB Regular Interests (other than REMIC I Regular Interest II-LTP) for such Distribution Date. As of the Closing Date, the Certificate Notional Balance of the Class I-X Certificates is equal to $424,768,420.39.

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 Group I Publicly Offered Certificate (other than any Class I-A-IO Certificates) 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 each of the Class I-P Certificates and the Class P Certificates is equal to $100.

With respect to any class of Group II-V Publicly Offered Certificates and any Distribution Date, is the Initial Certificate Principal Balance less the sum of: (i) all amounts previously distributed to holders of Certificates of that Class as payments of principal; (ii) the amount of Realized Losses, including Excess Losses, allocated to that Class; and (iii) in the case of the Subordinate Certificates, any amount allocated to a Class of Subordinate Certificates in reduction of its Certificate Principal Balance if the aggregate Certificate Principal Balance of the Group II-V Senior Certificates and the Subordinate Certificates exceeds the Aggregate Collateral Balance on such date; provided, however, that the Certificate Principal Balance of each Class of Group II-V Senior Certificates and Subordinate Certificates to which Realized Losses have been allocated (including any such Class of Certificates for which the Certificate Principal Balance has been reduced to zero) will be increased, up to the amount of related Recoveries for such Distribution Date, as follows: (a) first, the Certificate Principal Balance of each Class of Group II-V Senior Certificates related to the Loan Group from which each Recovery was collected will be increased, pro rata, up to the amount of Realized Losses previously allocated to reduce the Certificate Principal Balance of each such Class of Certificates, and (b) second, the Certificate Principal Balance of each class of Subordinate Certificates will be increased, in order of seniority, up to the amount of Realized Losses previously allocated to reduce the Certificate Principal Balance of each such Class of Certificates. 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 B Component Balance: With respect to any date of determination and Loan Group II, Loan Group III, Loan Group IV or Loan Group V, the excess, if any, of (i) the Aggregate Loan Group Balance of such Loan Group as of such date, over (ii) the then-outstanding aggregate Certificate Principal Balance of the related Group II-V Senior Certificates as of such date.

Class B Percentage: With respect to any Distribution Date, the aggregate Certificate Principal Balance of the Subordinate Certificates immediately prior to that Distribution Date divided by the Aggregate Collateral Balance for that Distribution Date.

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

Class C-B-1 Pass-Through Rate: With respect to each Distribution Date, a per annum rate equal to the weighted average Net Mortgage Rate of the Group II Mortgage Loans, Group III Mortgage Loans, Group IV Mortgage Loans and Group V Mortgage Loans (weighted on the basis of the results of subtracting from the aggregate Stated Principal Balance of each loan group the current aggregate Certificate Principal Balance of the related Group II-V Senior Certificates). For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the Uncertificated REMIC IIA Pass-Through Rates on REMIC IIA Regular Interest LTII-1SUB, REMIC IIA Regular Interest LTII-2SUB, REMIC IIA Regular Interest LTII-3SUB and REMIC IIA Regular Interest LTII-4SUB (subject, in each case, to a cap and a floor equal to the Uncertificated REMIC IIA Pass-Through Rate on REMIC IIA Regular Interest LTII-1GRP, REMIC IA Regular Interest LTII-2GRP, REMIC IIA Regular Interest LTII-3GRP and REMIC IIA Regular Interest LTII-4GRP, respectively) weighted on the basis of the Uncertificated Principal Balance of each such REMIC IIA Regular Interest.

Class C-B-2 Certificate: Any Certificate designated as a “Class C-B-2 Certificate” on the face thereof, in the form of Exhibit A-5 hereto, representing the right to the Percentage Interest of distributions provided for the Class C-B-2 Certificates as set forth herein and evidencing a Regular Interest in REMIC IIB.

Class C-B-2 Pass-Through Rate: With respect to each Distribution Date, a per annum rate equal to the weighted average Net Mortgage Rate of the Group II Mortgage Loans, Group III Mortgage Loans, Group IV Mortgage Loans and Group V Mortgage Loans (weighted on the basis of the results of subtracting from the aggregate Stated Principal Balance of each loan group the current aggregate Certificate Principal Balance of the related Group II-V Senior Certificates). For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the Uncertificated REMIC IIA Pass-Through Rates on REMIC IIA Regular Interest LTII-1SUB, REMIC IIA Regular Interest LTII-2SUB, REMIC IIA Regular Interest LTII-3SUB and REMIC IIA Regular Interest LTII-4SUB (subject, in each case, to a cap and a floor equal to the Uncertificated REMIC IIA Pass-Through Rate on REMIC IIA Regular Interest LTII-1GRP, REMIC IA Regular Interest LTII-2GRP, REMIC IIA Regular Interest LTII-3GRP and REMIC IIA Regular Interest LTII-4GRP, respectively) weighted on the basis of the Uncertificated Principal Balance of each such REMIC IIA Regular Interest.

Class C-B-3 Certificate: Any Certificate designated as a “Class C-B-3 Certificate” on the face thereof, in the form of Exhibit A-5 hereto, representing the right to the Percentage Interest of distributions provided for the Class C-B-3 Certificates as set forth herein and evidencing a Regular Interest in REMIC IIB.

Class C-B-3 Pass-Through Rate: With respect to each Distribution Date, a per annum rate equal to the weighted average Net Mortgage Rate of the Group II Mortgage Loans, Group III Mortgage Loans, Group IV Mortgage Loans and Group V Mortgage Loans (weighted on the basis of the results of subtracting from the aggregate Stated Principal Balance of each loan group the current aggregate Certificate Principal Balance of the related Group II-V Senior Certificates). For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the Uncertificated REMIC IIA Pass-Through Rates on REMIC IIA Regular Interest LTII-1SUB, REMIC IIA Regular Interest LTII-2SUB, REMIC IIA Regular Interest LTII-3SUB and REMIC IIA Regular Interest LTII-4SUB (subject, in each case, to a cap and a floor equal to the Uncertificated REMIC IIA Pass-Through Rate on REMIC IIA Regular Interest LTII-1GRP, REMIC IA Regular Interest LTII-2GRP, REMIC IIA Regular Interest LTII-3GRP and REMIC IIA Regular Interest LTII-4GRP, respectively) weighted on the basis of the Uncertificated Principal Balance of each such REMIC IIA Regular Interest.

Class C-B-4 Certificate: Any Certificate designated as a “Class C-B-4 Certificate” on the face thereof, in the form of Exhibit A-5 hereto, representing the right to the Percentage Interest of distributions provided for the Class C-B-4 Certificates as set forth herein and evidencing a Regular Interest in REMIC IIB.

Class C-B-4 Pass-Through Rate: With respect to each Distribution Date, a per annum rate equal to the weighted average Net Mortgage Rate of the Group II Mortgage Loans, Group III Mortgage Loans, Group IV Mortgage Loans and Group V Mortgage Loans (weighted on the basis of the results of subtracting from the aggregate Stated Principal Balance of each loan group the current aggregate Certificate Principal Balance of the related Group II-V Senior Certificates). For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the Uncertificated REMIC IIA Pass-Through Rates on REMIC IIA Regular Interest LTII-1SUB, REMIC IIA Regular Interest LTII-2SUB, REMIC IIA Regular Interest LTII-3SUB and REMIC IIA Regular Interest LTII-4SUB (subject, in each case, to a cap and a floor equal to the Uncertificated REMIC IIA Pass-Through Rate on REMIC IIA Regular Interest LTII-1GRP, REMIC IA Regular Interest LTII-2GRP, REMIC IIA Regular Interest LTII-3GRP and REMIC IIA Regular Interest LTII-4GRP, respectively) weighted on the basis of the Uncertificated Principal Balance of each such REMIC IIA Regular Interest.

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

Class C-B-5 Pass-Through Rate: With respect to each Distribution Date, a per annum rate equal to the weighted average Net Mortgage Rate of the Group II Mortgage Loans, Group III Mortgage Loans, Group IV Mortgage Loans and Group V Mortgage Loans (weighted on the basis of the results of subtracting from the aggregate Stated Principal Balance of each loan group the current aggregate Certificate Principal Balance of the related Group II-V Senior Certificates). For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the Uncertificated REMIC IIA Pass-Through Rates on REMIC IIA Regular Interest LTII-1SUB, REMIC IIA Regular Interest LTII-2SUB, REMIC IIA Regular Interest LTII-3SUB and REMIC IIA Regular Interest LTII-4SUB (subject, in each case, to a cap and a floor equal to the Uncertificated REMIC IIA Pass-Through Rate on REMIC IIA Regular Interest LTII-1GRP, REMIC IA Regular Interest LTII-2GRP, REMIC IIA Regular Interest LTII-3GRP and REMIC IIA Regular Interest LTII-4GRP, respectively) weighted on the basis of the Uncertificated Principal Balance of each such REMIC IIA Regular Interest.

Class C-B-6 Certificate: Any Certificate designated as a “Class C-B-6 Certificate” on the face thereof, in the form of Exhibit A-5 hereto, representing the right to the Percentage Interest of distributions provided for the Class C-B-6 Certificates as set forth herein and evidencing a Regular Interest in REMIC IIB.

Class C-B-6 Pass-Through Rate: With respect to each Distribution Date, a per annum rate equal to the weighted average Net Mortgage Rate of the Group II Mortgage Loans, Group III Mortgage Loans, Group IV Mortgage Loans and Group V Mortgage Loans (weighted on the basis of the results of subtracting from the aggregate Stated Principal Balance of each loan group the current aggregate Certificate Principal Balance of the related Group II-V Senior Certificates). For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the Uncertificated REMIC IIA Pass-Through Rates on REMIC IIA Regular Interest LTII-1SUB, REMIC IIA Regular Interest LTII-2SUB, REMIC IIA Regular Interest LTII-3SUB and REMIC IIA Regular Interest LTII-4SUB (subject, in each case, to a cap and a floor equal to the Uncertificated REMIC IIA Pass-Through Rate on REMIC IIA Regular Interest LTII-1GRP, REMIC IA Regular Interest LTII-2GRP, REMIC IIA Regular Interest LTII-3GRP and REMIC IIA Regular Interest LTII-4GRP, respectively) weighted on the basis of the Uncertificated Principal Balance of each such REMIC IIA Regular Interest.

Class I-A-1A Certificate: Any Certificate designated as a “Class I-A-1A 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 I-A-1A Certificates as set forth herein and evidencing a Regular Interest in REMIC IC.

Class I-A-1A 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 I-A-1B Certificate: Any Certificate designated as a “Class I-A-1B 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 I-A-1B Certificates as set forth herein and evidencing a Regular Interest in REMIC IC.

Class I-A-1B Pass-Through Rate: With respect to any Distribution Date, 5.894% per annum, subject to a cap equal to the Net WAC Rate Cap for such Distribution Date.

Class I-A-2 Certificate: Any Certificate designated as a “Class I-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 I-A-2 Certificates as set forth herein and evidencing a Regular Interest in REMIC IC.

Class I-A-2 Pass-Through Rate: With respect to any Distribution Date, 6.159% per annum, subject to a cap equal to the Net WAC Rate Cap for such Distribution Date.

Class I-A-3 Certificate: Any Certificate designated as a “Class I-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 I-A-3 Certificates as set forth herein and evidencing a Regular Interest in REMIC IC.

Class I-A-3 Pass-Through Rate: With respect to any Distribution Date, 6.408% per annum, subject to a cap equal to the Net WAC Rate Cap for such Distribution Date.

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

Class I-A-4 Pass-Through Rate: Shall mean (i) with respect to any Distribution Date which occurs on or prior to the Optional Termination Date, 6.634% per annum and (ii) with respect to each Distribution Date which occurs thereafter, 7.134% per annum, in each case, subject to a cap equal to the Net WAC Rate Cap for such Distribution Date.

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

Class I-A-5 Pass-Through Rate: Shall mean (i) with respect to any Distribution Date which occurs on or prior to the Optional Termination Date, 6.268% per annum and (ii) with respect to each Distribution Date which occurs thereafter, 6.768% per annum, in each case, subject to a cap equal to the Net WAC Rate Cap for such Distribution Date.

Class I-A-5 Lockout Principal Distribution Amount: With respect to any Distribution Date will be an amount equal to the lesser of (i) the Group I Senior Principal Distribution Amount for such Distribution Date and (ii) the Class I-A-5 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 I-A-5 Certificates and the denominator of which is the aggregate Certificate Principal Balance of all of the Group I Senior Certificates (other than the Class I-A-IO Certificates), in each case immediately prior to such Distribution Date and (y) the Group I Senior Principal Distribution Amount for such Distribution Date.

Class I-A-5 Lockout Distribution Percentage: With respect to each Distribution Date, the applicable percentage set forth below:

Distribution Dates		Class I-A-5 Lockout Distribution Percentage
June 2006 through and including May 2009		0%
June 2009 through and including May 2011		45%
June 2011 through and including May 2012		80%
June 2012 through and including May 2013		100%
June 2013 and thereafter		300%

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

Class I-A-IO Pass-Through Rate: Shall mean (i) for the first twenty four Distribution Dates, 4.50% per annum, subject to a cap equal to the weighted average of the Net Mortgage Rates on the Group I Mortgage Loans and (ii) for any Distribution Date thereafter, 0.00% per annum. For federal income tax purposes, however, the Class I-A-IO Certificates will not have a Class I-A-IO Pass-Through Rate, and the Interest Distribution Amount for the Class I-A-IO Certificates and any Distribution Date will be deemed to be 100% of the amount distributed on REMIC IB Regular Interest LTI-IO for such Distribution Date.

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

Class I-M-1 Pass-Through Rate: Shall mean (i) with respect to each Distribution Date which occurs on or prior to the Optional Termination Date, 6.466% per annum and (ii) with respect to each Distribution Date which occurs thereafter, 6.966% per annum, in each case subject to a cap equal to the Net WAC Rate Cap for such Distribution Date.

Class I-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 Group I 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 Group I Senior Principal Distribution Amount; and

the excess, if any, of (A) the aggregate Certificate Principal Balance of the Class I-M-1 Certificates immediately prior to that Distribution Date over (B) the positive difference between (i) the aggregate Stated Principal Balance of the Group I 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 Group I Senior Certificates (other than the Class I-A-IO Certificates) after taking into account the payment of the Group I Senior Principal Distribution Amount for such Distribution Date and (y) the product of (a) the aggregate Stated Principal Balance of the Group I 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 8.20% and the Required Overcollateralization Percentage.

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

Class I-M-2 Pass-Through Rate: Shall mean (i) with respect to each Distribution Date which occurs on or prior to the Optional Termination Date, 6.664% per annum and (ii) with respect to each Distribution Date which occurs thereafter, 7.164% per annum, in each case subject to a cap equal to the Net WAC Rate Cap for such Distribution Date.

Class I-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 Group I Senior Principal Distribution Amount and the Class I-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 Group I Senior Principal Distribution Amount and the Class I-M-1 Principal Distribution Amount; and

the excess, if any, of (A) the aggregate Certificate Principal Balance of the Class I-M-2 Certificates immediately prior to that Distribution Date over (B) the positive difference between (i) the aggregate Stated Principal Balance of the Group I 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 Group I Senior Certificates (other than the Class I-A-IO Certificates) and the Class I-M-1 Certificates after taking into account the payment of the Group I Senior Principal Distribution Amount and the Class I-M-1 Principal Distribution Amount for such Distribution Date and (y) the product of (a) the aggregate Stated Principal Balance of the Group I 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 3.80% and the Required Overcollateralization Percentage.

Class I-M-3 Certificate: Any Certificate designated as a “Class I-M-3 Certificate” on the face thereof, in the form of Exhibit A-4 hereto, representing the right to its Percentage Interest of distributions provided for the Class I-M-3 Certificates as set forth herein and evidencing a Regular Interest in REMIC IC.

Class I-M-3 Pass-Through Rate: Shall mean (i) with respect to each Distribution Date which occurs on or prior to the Optional Termination Date, 6.950% per annum and (ii) with respect to each Distribution Date which occurs thereafter, 7.450% per annum, in each case subject to a cap equal to the Net WAC Rate Cap for such Distribution Date.

Class I-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 Group I Senior Principal Distribution Amount, the Class I-M-1 Principal Distribution Amount and the Class I-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 Group I Senior Principal Distribution Amount, the Class I-M-1 Principal Distribution Amount and the Class I-M-2 Principal Distribution Amount; and

the excess, if any, of (A) the aggregate Certificate Principal Balance of the Class I-M-3 Certificates immediately prior to that Distribution Date over (B) the positive difference between (i) the aggregate Stated Principal Balance of the Group I 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 Group I Senior Certificates (other than the Class I-A-IO Certificates), the Class I-M-1 Certificates and the Class I-M-2 Certificates (after taking into account the payment of the Group I Senior Principal Distribution Amount, the Class I-M-1 Principal Distribution Amount and the Class I-M-2 Principal Distribution Amount for such Distribution Date) and (y) the product of (a) the aggregate Stated Principal Balance of the Group I 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 I-P Certificate: Any Certificate designated as a “Class I-P Certificate” on the face thereof, in the form of Exhibit A-6 hereto, representing the right to its Percentage Interest of distributions provided for the Class I-P Certificates as set forth herein and evidencing a Regular Interest in REMIC IC.

Class I-P Certificate Account: The Eligible Account established and maintained by the Securities Administrator pursuant to Section 5.09(a).

Class I-R Certificate: Any Certificate designated a “Class I-R Certificate” on the face thereof, in substantially the form set forth in Exhibit A-8 hereto, evidencing the Class R-1A Interest, Class R-1B Interest and Class R-1C Interest.

Class I-X Certificate: Any Certificate designated as a “Class I-X Certificate” on the face thereof, in the form of Exhibit A-9 hereto, representing the right to its Percentage Interest of distributions provided for the Class I-X Certificates herein and evidencing a Regular Interest in REMIC IC.

Class I-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 I-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 Group I Certificates has been reduced to zero, the Class I-X Distribution Amount shall include the Overcollateralization Amount.

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

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

(B) the Uncertificated REMIC IB Pass-Through Rate for REMIC IB Regular Interest LTI-IA1A minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC IB Regular Interest LTI-IA1A;

(C) the Uncertificated REMIC IB Pass-Through Rate for REMIC IB Regular Interest LTI-IA1B minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC IB Regular Interest LTI-IA1B;

(D) the Uncertificated REMIC IB Pass-Through Rate for REMIC IB Regular Interest LTI-IA2 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC IB Regular Interest LTI-IA2;

(E) the Uncertificated REMIC IB Pass-Through Rate for REMIC IB Regular Interest LTI-IA3 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC IB Regular Interest LTI-IA3;

(F) the Uncertificated REMIC IB Pass-Through Rate for REMIC IB Regular Interest LTI-IA4 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC IB Regular Interest LTI-IA4;

(G) the Uncertificated REMIC IB Pass-Through Rate for REMIC IB Regular Interest LTI-IA5 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC IB Regular Interest LTI-IA5;

(H) the Uncertificated REMIC IB Pass-Through Rate for REMIC IB Regular Interest LTI-IM1 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC IB Regular Interest LTI-IM1;

(I) the Uncertificated REMIC IB Pass-Through Rate for REMIC IB Regular Interest LTI-IM2 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC IB Regular Interest LTI-IM2;

(J) the Uncertificated REMIC IB Pass-Through Rate for REMIC IB Regular Interest LTI-IM3 minus the Marker Rate, applied to an amount equal to the Uncertificated Principal Balance of REMIC IB Regular Interest LTI-IM3; and

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

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

Class II-A Pass-Through Rate: With respect to each Distribution Date, a per annum rate equal to the weighted average Net Mortgage Rate of the Group II Mortgage Loans. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the Uncertificated REMIC IIA Pass-Through Rate on REMIC IIA Regular Interest LTII-1GRP, weighted on the basis of the Uncertificated Principal Balance of such REMIC IIA Regular Interest.

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

Class III-A-1 Pass-Through Rate: With respect to each Distribution Date, a per annum rate equal to the weighted average of the Net Mortgage Rates of the Group III Mortgage Loans. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the Uncertificated REMIC IIA Pass-Through Rate on REMIC IIA Regular Interest LTII-2GRP, weighted on the basis of the Uncertificated Principal Balance of such REMIC IIA Regular Interest.

Class III-A-2 Certificate: Any Certificate designated as a “Class III-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 III-A-2 Certificates as set forth herein and evidencing a Regular Interest in REMIC IIB.

Class III-A-2 Pass-Through Rate: With respect to each Distribution Date, a per annum rate equal to the weighted average of the Net Mortgage Rates of the Group III Mortgage Loans. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the Uncertificated REMIC IIA Pass-Through Rate on REMIC IIA Regular Interest LTII-2GRP, weighted on the basis of the Uncertificated Principal Balance of such REMIC IIA Regular Interest.

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

Class IV-A-1 Pass-Through Rate: With respect to each Distribution Date, a per annum rate equal to the weighted average of the Net Mortgage Rates of the Group IV Mortgage Loans. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the Uncertificated REMIC IIA Pass-Through Rate on REMIC IIA Regular Interest LTII-3GRP, weighted on the basis of the Uncertificated Principal Balance of such REMIC IIA Regular Interest.

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

Class IV-A-2 Pass-Through Rate: With respect to each Distribution Date, a per annum rate equal to the weighted average of the Net Mortgage Rates of the Group IV Mortgage Loans. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the Uncertificated REMIC IIA Pass-Through Rate on REMIC IIA Regular Interest LTII-3GRP, weighted on the basis of the Uncertificated Principal Balance of such REMIC IIA Regular Interest.

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

Class V-A Pass-Through Rate: With respect to each Distribution Date, a per annum rate equal to the weighted average of the Net Mortgage Rates of the Group V Mortgage Loans. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the Uncertificated REMIC IIA Pass-Through Rate on REMIC IIA Regular Interest LTII-4GRP, weighted on the basis of the Uncertificated Principal Balance of such REMIC IIA Regular Interest.

Class P Certificate: Any Certificate designated as a “Class P Certificate” on the face thereof, in the form of Exhibit A-7 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 IIB.

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

Class R Certificate: Any Certificate designated as a “Class R” Certificate on the face thereof in the form of Exhibit A-8 hereto, representing the right to its Percentage Interest of distributions provided for the Class R Certificates as set forth herein and evidencing the Class R-IIA Interest and Class R-IIB Interest.

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

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

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

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

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

Cleanup Call: As defined in Section 10.01.

Closing Date: May 25, 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 or the Master Servicer to offset a Prepayment Interest Shortfall on a Mortgage Loan in accordance with this Agreement; provided, however that the amount of Compensating Interest required to be paid in respect of the Mortgage Loans shall not exceed the Servicing Fee payable to the Servicer 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, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Nomura Asset Acceptance Corp., 2006-AF1 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 Xxxxx Fargo Bank, N.A., Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Corporate Trust Services-Client Manager (NAAC 2006-AF1), and for all other purposes is located at Xxxxx Xxxxx Xxxx, X.X., X.X. Xxx 00, Xxxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Services-Client Manager (NAAC 2006-AF1) (or for overnight deliveries, at 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Services-Client Manager (NAAC 2006-AF1)), 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 IB Regular Interest LTI-IA1, the Class I-A-1 Certificates,
	(ii)	REMIC IB Regular Interest LTI-IA2, the Class I-A-2 Certificates;
	(iii)	REMIC IB Regular Interest LTI-IA3, the Class I-A-3 Certificates;
	(iv)	REMIC IB Regular Interest LTI-IA4, the Class I-A-4 Certificates;
	(v)	REMIC IB Regular Interest LTI-IA5, the Class I-A-5 Certificates;
	(vi)	REMIC IB Regular Interest LTI-IM1, the Class I-M-1 Certificates;
	(vii)	REMIC IB Regular Interest LTI-IM2, the Class I-M-2 Certificates;
	(viii)	REMIC IB Regular Interest LTI-IM3, the Class I-M-3 Certificates; and
	(ix)	REMIC IB Regular Interest LTI-IP, the Class I-P Certificates.

Credit Enhancement Percentage: With respect to any Distribution Date and any Class of Group I Publicly Offered Certificates, the percentage obtained by dividing (x) the sum of (i) the aggregate Certificate Principal Balance of the Class or Classes of Group I Publicly Offered Certificates subordinate thereto and (ii) the Overcollateralization Amount by (y) the aggregate Stated Principal Balance of the Group I Mortgage Loans, calculated after taking into account distributions of principal on the Group I Mortgage Loans and distribution of the Principal Distribution Amount to the holders of the Group I 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 May 25, 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.

Credit Support Depletion Date: means the Distribution Date on which the aggregate Certificate Principal Balance of the Subordinate Certificates has been reduced to zero.

Custodial Accounts: The accounts established and maintained by the Servicer with respect to receipts on the Group I Mortgage Loans and related REO Properties and the Group II-V Mortgage Loans and related REO Properties in accordance with Section 3.26(b).

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

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

Cut-off Date: May 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 (15^th) day of the month of such Distribution Date or, if such day is not a Business Day, the immediately preceding Business Day.

Distribution Accounts: The separate Eligible Account created and maintained by the Securities Administrator pursuant to Section 3.31 in the name of the Trustee for the benefit of the Certificateholders, which shall be divided into two sub-accounts designated “Xxxxx Fargo Bank, N.A., in trust for registered holders of Nomura Asset Acceptance Corp., Mortgage Pass-Through Certificates, Series 2006-AF1, Group I Certificates” and “Xxxxx Fargo Bank, N.A., in trust for registered holders of Nomura Asset Acceptance Corp., Mortgage Pass-Through Certificates, Series 2006-AF1, Group II-V Certificates”. Funds in the Distribution Accounts shall be held in trust for the related Certificateholders for the uses and purposes set forth in this Agreement.

Distribution Date: The twenty-fifth (25^th) 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 June 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 I-X, Class I-P, Class P and Residual Certificates.

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

Excess Cap Payment: With respect to any Distribution Date, the excess, if any, of (1) the cap payments made by the Cap Provider under the Cap Contract with respect to the Class I-A-1A Certificates over (2) the amount of the unpaid Net WAC Rate Carryover Amounts attributable to the Class I-A-1A Certificates for such Distribution Date.

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.

Excess Losses: Special Hazard Losses in excess of the Special Hazard Loss Coverage Amount, Bankruptcy Losses in excess of the Bankruptcy Loss Coverage Amount and Fraud Losses in excess of the Fraud Loss Coverage Amount.

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 and Servicing Fee Rate 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.

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

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

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

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

Fitch: Fitch Ratings.

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

Fraud Loss Coverage Amount: The approximate amount set forth in the following table for the indicated period:

Period	Fraud Loss Coverage Amount
May 31, 2006 through April 30, 2007	$8,124,120⁽¹⁾
May 1, 2007 through April 30, 2008	$5,416,080⁽²⁾minus the aggregate amount of Fraud Losses that would have been allocated to the subordinated certificates in the absence of the Loss Allocation Limitation since the Cut-off Date
May 1, 2008 through April 30, 2011	$2,708,040⁽³⁾minus the aggregate amount of Fraud Losses that would have been allocated to the subordinated certificates in the absence of the Loss Allocation Limitation since the Cut-off Date
After the earlier to occur of May 1, 2011 and the Credit Support Depletion Date	$0
(1) Represents approximately 3% of the Group II-V Mortgage Loans by aggregate principal balance as of the Cut-off Date. (2) Represents approximately 2% of the Group II-V Mortgage Loans by aggregate principal balance as of the Cut-off Date. (3) Represents approximately 1% of the Group II-V Mortgage Loans by aggregate principal balance as of the Cut-off Date.

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

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

Group I Certificates: The Class I-A-1A, Class I-A-1B, Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class I-M-1, Class I-M-2, Class I-M-3, Class I-P, Class I-X and Class I-R Certificates.

Group I Mortgage Loans: Those Mortgage Loans identified on the Mortgage Loan Schedule as Group I Mortgage Loans.

Group I Publicly Offered Certificates: The Class I-A-1A, Class I-A-1B, Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-IO, Class I-M-1, Class I-M-2 and Class I-M-3 Certificates.

Group I Regular Certificate: Any Group I Certificate other than a Residual Certificate.

Group I Senior Certificates: The Class I-A-1A, Class I-A-1B, Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5 and Class I-A-IO Certificates.

Group I Senior Interest Distribution Amount: With respect to any Distribution Date and any Class of Group I 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.

Group I 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 Group I Senior Certificates (other than the Class I-A-IO Certificates) immediately prior to that Distribution Date over (B) the positive difference between (i) the aggregate Stated Principal Balance of the Group I 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 Group I 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 13.50% and the Required Overcollateralization Percentage.

Group II Certificates: The Class II-A Certificates.

Group II Mortgage Loans: Those Mortgage Loans identified on the Mortgage Loan Schedule as Group II Mortgage Loans.

Group II Senior Principal Distribution Amount: With respect to any Distribution Date the sum of: (i) the related Senior Percentage of the Principal Payment Amount for the Group II Mortgage Loans; (ii) the related Senior Prepayment Percentage of the Principal Prepayment Amount for the Group II Mortgage Loans; and (iii) the Senior Liquidation Amount for the Group II Mortgage Loans.

Group II-V Certificates: The Class II-A, Class III-A-1, Class III-A-2, Class IV-A-1, Class IV-A-2, Class V-A, Class C-B-1, Class C-B-2, Class C-B-3, Class C-B-4, Class C-B-5, Class C-B-6, Class P and Class R Certificates.

Group II-V Publicly Offered Certificates: The Class II-A, Class III-A-1, Class III-A-2, Class IV-A-1, Class IV-A-2, Class V-A, Class C-B-1, Class C-B-2 and Class C-B-3 Certificates.

Group II-V Regular Certificate: Any Group II-V Certificate other than a Residual Certificate.

Group II-V Senior Certificates: The Class II-A, Class III-A-1, Class III-A-2, Class IV-A-1, Class IV-A-2 and Class V-A Certificates.

Group III Certificates: The Class III-A-1 Certificates and Class III-A-2 Certificates.

Group III Mortgage Loans: Those Mortgage Loans identified on the Mortgage Loan Schedule as Group III Mortgage Loans.

Group III Senior Principal Distribution Amount: With respect to any Distribution Date the sum of: (i) the related Senior Percentage of the Principal Payment Amount for the Group III Mortgage Loans; (ii) the related Senior Prepayment Percentage of the Principal Prepayment Amount for the Group III Mortgage Loans; and (iii) the Senior Liquidation Amount for the Group III Mortgage Loans.

Group IV Certificates: The Class IV-A-1 Certificates and Class IV-A-2 Certificates.

Group IV Mortgage Loans: Those Mortgage Loans identified on the Mortgage Loan Schedule as Group IV Mortgage Loans.

Group IV Senior Principal Distribution Amount: With respect to any Distribution Date the sum of: (i) the related Senior Percentage of the Principal Payment Amount for the Group IV Mortgage Loans; (ii) the related Senior Prepayment Percentage of the Principal Prepayment Amount for the Group IV Mortgage Loans; and (iii) the Senior Liquidation Amount for the Group IV Mortgage Loans.

Group V Certificates: The Class V-A Certificates.

Group V Mortgage Loans: Those Mortgage Loans identified on the Mortgage Loan Schedule as Group V Mortgage Loans.

Group V Senior Principal Distribution Amount: With respect to any Distribution Date the sum of: (i) the related Senior Percentage of the Principal Payment Amount for the Group V Mortgage Loans; (ii) the related Senior Prepayment Percentage of the Principal Prepayment Amount for the Group V Mortgage Loans; and (iii) the Senior Liquidation Amount for the Group V Mortgage Loans.

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

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

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

Index: As of any Adjustment Date, the index applicable to the determination of the Mortgage Rate on each Group II-V Mortgage Loan which will generally be based on Six-Month LIBOR or One-Year LIBOR.

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

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

Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans pursuant to any Insurance Policy or any other insurance policy covering a Mortgage Loan, to the extent such proceeds are payable to the mortgagee under the Mortgage, the Servicer or the trustee under the deed of trust and are not applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the servicing standard set forth in Section 3.01 hereof, other than any amount included in such Insurance Proceeds in respect of Insured Expenses.

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

Interest Carry Forward Amount: With respect to any Class of Group I Certificates (other than the Class I-X, Class I-P and Class I-R Certificates) and any Distribution Date, the amount, if any, by which the Interest Distribution Amount for that Class of Group I 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 Group I Certificates (other than the Class I-P Certificates and Class I-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 Group I Certificate immediately prior to such Distribution Date less such Group I Certificate’s share of any Net Interest Shortfall and the interest portion of any Realized Losses on the Group I Mortgage Loans allocated to such Certificate pursuant to Section 1.02. The Interest Distribution Amount with respect to each Class of Group I Certificates (other than the Class I-A-1A 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 I-A-1A Certificates is calculated on the basis of a 360-day year and the actual number of days elapsed in the related Accrual Period. No Interest Distribution Amount will be payable with respect to any Class of Group I Certificates after the Distribution Date on which the outstanding Certificate Principal Balance (or Certificate Notional Balance) of such Group I 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 Group I Mortgage Loans less the Servicing Fee, the Credit Risk Management Fee and the fee payable to any provider of lender-paid mortgage insurance, if any, (b) all Advances relating to interest with respect to the Group I Mortgage Loans made on or prior to the related Remittance Date, (c) all Compensating Interest with respect to the Group I Mortgage Loans and required to be remitted by the Servicer or the Master Servicer pursuant to this Agreement with respect to such Distribution Date, (d) Liquidation Proceeds and Subsequent Recoveries with respect to the Group I 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 Group I 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 related 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 or any 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 Group I 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 Group I Mortgage Loans being limited pursuant to the provisions of the Relief Act.

Last Scheduled Distribution Date: With respect to the Group I Certificates (other than the Class I-A-IO Certificates), the Distribution Date in May 2036. With respect to the Class I-A-IO Certificates, the Distribution Date in May 2008. With respect to the Group II-V Certificates, 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 IA, REMIC IB, REMIC IC, REMIC IIA and REMIC IIB 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 Group: Any of Loan Group I, Loan Group II, Loan Group III, Loan Group IV or Loan Group V. “Loan Group I” refers to the Group I Mortgage Loans, “Loan Group II” refers to the Group II Mortgage Loans, “Loan Group III” refers to the Group III Mortgage Loans, “Loan Group IV” refers to the Group IV Mortgage Loans and “Loan Group V” refers to the Group V Mortgage Loans.

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.

Loss Allocation Limitation: The limitation on reduction of the Certificate Principal Balance of any Class of Group II-V Senior Certificates and Subordinate Certificates on any Distribution Date on account of any Realized Loss incurred on a Group II-V Mortgage Loan to the extent that the reduction would have the effect of reducing the aggregate Certificate Principal Balance of all of the Group II-V Senior Certificates and Subordinate Certificates as of that Distribution Date to an amount less than the aggregate principal balance of the Group II-V Mortgage Loans as of the following Distribution Date, less any Deficient Valuations occurring before the Bankruptcy Loss Coverage Amount has been reduced to zero.

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

Marker Rate: With respect to the Class I-X Certificates and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the Uncertificated REMIC IB Pass-Through Rates for REMIC IB Regular Interest LTI-IA1A, REMIC IB Regular Interest LTI-IA1B, REMIC IB Regular Interest LTI-IA2, REMIC IB Regular Interest LTI-IA3, REMIC IB Regular Interest LTI-IA4, REMIC IB Regular Interest LTI-IA5, REMIC IB Regular Interest LTI-IM1, REMIC IB Regular Interest LTI-IM2, REMIC IB Regular Interest LTI-IM3 and REMIC IB Regular Interest LTI-ZZ, with the rate on REMIC IB Regular Interest LTI-IA1A subject to a cap equal to the lesser of (x) One-Month LIBOR plus 0.10% per annum and (y) the Net WAC Rate Cap for the purpose of this calculation; with the rate on REMIC IB Regular Interest LTI-IA1B subject to a cap equal to the lesser of (x) 5.894% per annum and (y) the Net WAC Rate Cap for the purpose of this calculation; with the rate on REMIC IB Regular Interest LTI-IA2 subject to a cap equal to the lesser of (x) 6.159% per annum and (y) the Net WAC Rate Cap for the purpose of this calculation; with the rate on REMIC IB Regular Interest LTI-IA3 subject to a cap equal to the lesser of (x) 6.408% per annum and (y) the Net WAC Rate Cap for the purpose of this calculation; with the rate on REMIC IB Regular Interest LTI-IA4 subject to a cap equal to the lesser of (A) in the case of any Distribution Date up to and including the Optional Termination Date, the lesser of (x) 6.634% per annum and (y) the Net WAC Rate Cap and (B) in the case of any Distribution Date after the Optional Termination Date, the lesser of (x) 7.134% per annum and (y) the Net WAC Rate Cap for the purpose of this calculation; with the rate on REMIC IB Regular Interest LTI-IA5 subject to a cap equal to the lesser of (A) in the case of any Distribution Date up to and including the Optional Termination Date, the lesser of (x) 6.268% per annum and (y) the Net WAC Rate Cap and (B) in the case of any Distribution Date after the Optional Termination Date, the lesser of (x) 6.768% per annum and (y) the Net WAC Rate Cap for the purpose of this calculation; with the rate on REMIC IB Regular Interest LTI-IM1 subject to a cap equal to (A) in the case of any Distribution Date up to and including the Optional Termination Date, the lesser of (x) 6.466% per annum and (y) the Net WAC Rate Cap and (B) in the case of any Distribution Date after the Optional Termination Date, the lesser of (x) 6.966% per annum and (y) the Net WAC Rate Cap for the purpose of this calculation; with the rate on REMIC IB Regular Interest LTI-IM2 subject to a cap equal to (A) in the case of any Distribution Date up to and including the Optional Termination Date, the lesser of (x) 6.664% per annum and (y) the Net WAC Rate Cap and (B) in the case of any Distribution Date after the Optional Termination Date, the lesser of (x) 7.164% per annum and (y) the Net WAC Rate Cap for the purpose of this calculation; with the rate on REMIC IB Regular Interest LTI-IM3 subject to a cap equal to (A) in the case of any Distribution Date up to and including the Optional Termination Date, the lesser of (x) 6.950% per annum and (y) the Net WAC Rate Cap and (B) in the case of any Distribution Date after the Optional Termination Date, the lesser of (x) 7.450% per annum and (y) the Net WAC Rate Cap for the purpose of this calculation and with the rate on REMIC IB Regular Interest LTI-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 IB Pass-Through Rate and the related cap with respect to REMIC IB Regular Interest LTI-IA1A 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, Xxxxx 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 Compensation: As defined in Section 4.12.

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

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

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

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

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

Minimum Mortgage Interest Rate: With respect to each Group II-V Mortgage Loan, the percentage set forth in the related Mortgage Note as the minimum Mortgage Rate thereunder.

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

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

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

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

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

Moody’s: Xxxxx’x 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 May 25, 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) with respect to each Group II-V Mortgage Loan, the first Adjustment Date;

(xvi) with respect to each Group II-V Mortgage Loan, the Gross Margin;

(xvii) with respect to each Group II-V Mortgage Loan, the Maximum Mortgage Interest Rate under the terms of the Mortgage Note;

(xviii) with respect to each Group II-V Mortgage Loan, the Minimum Mortgage Interest Rate under the terms of the Mortgage Note;

(xix) with respect to each Group II-V Mortgage Loan, the Periodic Rate Cap;

(xx) with respect to each Group II-V Mortgage Loan, the first Adjustment Date immediately following the Cut-off Date;

(xxi) with respect to each Group II-V Mortgage Loan, the Index;

(xxii) the related Loan Group; and

(xxiii) the Servicer.

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

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

Mortgage Rate: With respect to each Mortgage Loan, the annual rate at which interest accrues on such Mortgage Loan from time to time in accordance with the provisions of the related Mortgage Note, which rate with respect to each adjustable rate Mortgage Loan (A) as of any date of determination until the first Adjustment Date following the Cut-off Date shall be the rate set forth in the Mortgage Loan Schedule as the Mortgage Rate in effect immediately following the Cut-off Date and (B) as of any date of determination thereafter shall be the rate as adjusted on the most recent Adjustment Date equal to the sum, rounded to the nearest 0.125% as provided in the Mortgage Note, of the Index, as most recently available as of a date prior to the Adjustment Date as set forth in the related Mortgage Note, plus the related Gross Margin; provided that the Mortgage Rate on such adjustable rate Mortgage Loan on any Adjustment Date shall never be more than the lesser of (i) the sum of the Mortgage Rate in effect immediately prior to the Adjustment Date plus the related Periodic Rate Cap, if any, and (ii) the related Maximum Mortgage Rate, and shall never be less than the greater of (i) the Mortgage Rate in effect immediately prior to the Adjustment Date less the Periodic Rate Cap, if any, and (ii) the related Minimum Mortgage Rate. With respect to each Mortgage Loan that becomes an REO Property, as of any date of determination, the annual rate determined in accordance with the immediately preceding sentence as of the date such Mortgage Loan became an REO Property.

Mortgaged Property: The underlying property securing a Mortgage Loan.

Mortgagor: The obligor on a Mortgage Note.

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

With respect to any Distribution Date and Loan Group II, Loan Group III, Loan Group IV and Loan Group V, the sum of: (i) the amount of interest which would otherwise have been received for a Mortgage Loan in that Loan Group during the prior calendar month that was the subject of (x) a Relief Act Reduction or (y) a Special Hazard Loss, Fraud Loss or Bankruptcy Loss, after the exhaustion of the respective amounts of coverage provided by the Subordinate Certificates for those types of losses; and (ii) any related Net Prepayment Interest Shortfalls.

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 Group I 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 and (iii) the rate at which the fee payable to any provider of lender-paid mortgage insurance is calculated, if applicable.

Net Prepayment Interest Shortfall: With respect to any Distribution Date and Loan Group II, Loan Group III, Loan Group IV and Loan Group V, the amount by which the aggregate of Prepayment Interest Shortfalls for such Loan Group during the related Prepayment Period exceeds the available Compensating Interest for that period.

Net WAC Rate Cap: With respect to the Group I Senior Certificates (other than the Class I-A-IO Certificates) and the Mezzanine Certificates, (i) from and including the Distribution Date in June 2006 through and including the Distribution Date in May 2009, (a) the weighted average of the Net Mortgage Rates of the Group I 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 minus 4.50% per annum times (b) a fraction, the numerator of which is the Certificate Notional Balance of the Class I-A-IO Certificates and the denominator of which is the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the first day of the calendar month preceding the month in which the Distribution Date occurs, and (ii) thereafter, the weighted average of the Net Mortgage Rates of the Group I 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 I-A-1A 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 IB Pass-Through Rates on each REMIC IB Regular Interest (other than REMIC IB Regular Interest LTI-IO) weighted on the basis of the Uncertificated Principal Balance of the REMIC IB Regular Interests.

Net WAC Rate Carryover Amount: With respect to each class of Group I Senior Certificates (other than the Class I-A-IO 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 this Agreement or the Master Servicer as Successor Servicer, that, in the good faith judgment of the Servicer or the Master Servicer as Successor Servicer, will not or, in the case of a proposed Advance or Servicing Advance, would not, be ultimately recoverable by it from the related Mortgagor, related Liquidation Proceeds, Insurance Proceeds or otherwise.

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

One-Month LIBOR: With respect to any Accrual Period (other than the first Accrual Period), the rate determined by the Securities Administrator on the related Interest Determination Date on the basis of the rate for U.S. dollar deposits for one month that appears on Telerate Screen Page 3750 as of 11:00 a.m. (London time) on such Interest Determination Date. If such rate does not appear on such page (or such other page as may replace that page on that service, or if such service is no longer offered, such other service for displaying One-Month LIBOR or comparable rates as may be reasonably selected by the Securities Administrator), One-Month LIBOR for the applicable Accrual Period will be the Reference Bank Rate. If no such quotations can be obtained by the Securities Administrator and no Reference Bank Rate is available, One-Month LIBOR will be One-Month LIBOR applicable to the preceding Accrual Period. The establishment of One-Month LIBOR on each Interest Determination Date by the Securities Administrator and the Securities Administrator’s calculation of the rate of interest applicable to the Class I-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 5.08125% per annum.

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

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 (i) the Group I Mortgage Loans and any related REO Property or (ii) the Group II-V Mortgage Loans and any related 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, (i) the Group I Mortgage Loans and related REO Properties or (ii) the Group II-V Mortgage Loans and related 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 Group I Mortgage Loans as of the last day of the related Due Period over (b) the aggregate Certificate Principal Balance of the Group I Senior Certificates (other than the Class I-A-IO Certificates) and the Mezzanine Certificates on such Distribution Date (after taking into account the payment of 100% of the Principal Funds on such Distribution Date).

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

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

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

Pass-Through Rate: With respect to each Class of Certificates, the applicable Pass-Through Rate for each such Class as set forth in the Preliminary Statement.

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

PCAOB: Shall mean the Public Company Accounting Oversight Board.

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

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

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

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

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

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

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

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

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

(vii) repurchase obligations with respect to any security described in clauses (i) and (ii) above, in either case entered into with a depository institution or trust company (acting as principal) described in clause (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 Xxxxx’x, 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 Xxxxxxx Mac, a majority of its board of directors is not selected by such government unit.

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

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

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

Prepayment 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 related Servicing Fee, (b) the Credit Risk Management Fee and (c) the fee payable to any provider of lender-paid mortgage insurance, if any.

Prepayment Period: With respect to any Distribution Date, the 14^th day of the immediately preceding calendar month (or with respect to the first Prepayment Period, the Closing Date) through the 13^th day of the 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 Group I Publicly Offered Certificates (other than the Class I-A-IO Certificates).

Principal Funds: With respect to any Distribution Date and Loan Group I, (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 Master Servicer or the Trustee 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 Group I 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 Group I 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 this 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 Payment Amount: with respect to any Distribution Date and each of Loan Group II, Loan Group III, Loan Group IV and Loan Group V the sum of: (i) scheduled principal payments on the Mortgage Loans in that Loan Group due on the due date related to that Distribution Date; (ii) the principal portion of repurchase proceeds received with respect to any Mortgage Loan in that Loan Group that was repurchased as permitted or required by this Agreement during the applicable Prepayment Period preceding that Distribution Date; and (iii) any other unscheduled payments of principal that were received on the Mortgage Loans in that Loan Group during the preceding calendar month, other than Principal Prepayments or Liquidation Principal.

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

Principal Prepayment Amount: with respect to any Distribution Date and each of Loan Group II, Loan Group III, Loan Group IV and Loan Group V, the sum of (i) all Principal Prepayments in full and in part in that Loan Group which were received during the applicable Prepayment Period preceding that Distribution Date and (ii) all Recoveries related to that Loan Group received during the calendar month preceding the month of that Distribution Date.

Principal Transfer Amount: With respect to an Undercollateralized Group will equal the excess, if any, of the Certificate Principal Balance of the Group II-V Senior Certificates related to such Undercollateralized Group over the Aggregate Loan Group Balance of such Undercollateralized Group.

Private Certificate: Each of the Class C-B-4, Class C-B-5, Class C-B-6, Class I-X, Class I-P, Class P, Class I-R and Class R Certificates.

Prospectus Supplement: The Prospectus Supplement dated May 24, 2006 relating to the offering of the Publicly Offered Certificates.

Publicly Offered Certificates: Any Certificates other than the Private Certificates.

PUD: A planned unit development.

Purchase Price: With respect to any Mortgage Loan required to be repurchased by the Sponsor pursuant to Section 2.02, 2.03 or 3.24 hereof and as confirmed by an Officer’s Certificate from the Sponsor to the Trustee, an amount equal to the sum of (i) 100% of the outstanding principal balance of the Mortgage Loan as of the date of such purchase plus, (ii) thirty (30) days’ accrued interest thereon at the applicable Net Mortgage Rate, plus any portion of the 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 Xxxxx’x 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 (other than the Class I-A-1A 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. With respect to the Class I-A-1A Certificates and any Distribution Date, so long as the Class I-A-1A Certificates are Book-Entry Certificates, the Business Day preceding such Distribution Date, and otherwise, the close of business on the last Business Day of the month preceding the month in which such Distribution Date occurs.

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 I-A-1A 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 I-A-1A 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.

Regular Certificate: Any Group I Regular Certificate or Group II-V Regular Certificate.

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

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

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

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

REMIC IA: 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 Group I 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 related Custodial Account (other than any amounts representing any Servicer Prepayment Charge Payment Amount), the related Distribution Account, the Class I-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 Group I 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 Group I Mortgage Loans; (vi) the rights under the Mortgage Loan Purchase Agreement to the extent of the Group I Mortgage Loans, 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 IA specifically excludes (i) all payments and other collections of principal and interest due on the Group I 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 IA Regular Interest LTI-1: One of the separate non-certificated beneficial ownership interests in REMIC IA issued hereunder and designated as a Regular Interest in REMIC IA. REMIC IA Regular Interest LTI-1 shall accrue interest at the related Uncertificated REMIC IA 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 IA Regular Interest LTI-IO-A: One of the separate non-certificated beneficial ownership interests in REMIC IA issued hereunder and designated as a Regular Interest in REMIC IA. REMIC IA Regular Interest LTI-IO-A shall accrue interest at the related Uncertificated REMIC IA 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 IA Regular Interest LTI-IO-B: One of the separate non-certificated beneficial ownership interests in REMIC IA issued hereunder and designated as a Regular Interest in REMIC IA. REMIC IA Regular Interest LTI-IO-B shall accrue interest at the related Uncertificated REMIC IA 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 IA Regular Interest LTI-IO-C: One of the separate non-certificated beneficial ownership interests in REMIC IA issued hereunder and designated as a Regular Interest in REMIC IA. REMIC IA Regular Interest LTI-IO-C shall accrue interest at the related Uncertificated REMIC IA 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 IA Regular Interest LTI-IO-D: One of the separate non-certificated beneficial ownership interests in REMIC IA issued hereunder and designated as a Regular Interest in REMIC IA. REMIC IA Regular Interest LTI-IO-D shall accrue interest at the related Uncertificated REMIC IA 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 IA Regular Interest LTI-IO-E: One of the separate non-certificated beneficial ownership interests in REMIC IA issued hereunder and designated as a Regular Interest in REMIC IA. REMIC IA Regular Interest LTI-IO-E shall accrue interest at the related Uncertificated REMIC IA 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 IA Regular Interest LTI-IO-F: One of the separate non-certificated beneficial ownership interests in REMIC IA issued hereunder and designated as a Regular Interest in REMIC IA. REMIC IA Regular Interest LTI-IO-F shall accrue interest at the related Uncertificated REMIC IA 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 IA Regular Interest LTI-IO-G: One of the separate non-certificated beneficial ownership interests in REMIC IA issued hereunder and designated as a Regular Interest in REMIC IA. REMIC IA Regular Interest LTI-IO-G shall accrue interest at the related Uncertificated REMIC IA 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 IA Regular Interest LTI-IO-H: One of the separate non-certificated beneficial ownership interests in REMIC IA issued hereunder and designated as a Regular Interest in REMIC IA. REMIC IA Regular Interest LTI-IO-H shall accrue interest at the related Uncertificated REMIC IA 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 IA Regular Interest LTI-P: One of the separate non-certificated beneficial ownership interests in REMIC IA issued hereunder and designated as a Regular Interest in REMIC IA. REMIC IA Regular Interest LTI-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 IA Regular Interests: REMIC IA Regular Interest LTI-1, REMIC IA Regular Interest LTI-IO-A, REMIC IA Regular Interest LTI-IO-B, REMIC IA Regular Interest LTI-IO-C, REMIC IA Regular Interest LTI-IO-D, REMIC IA Regular Interest LTI-IOE, REMIC IA Regular Interest LTI-IO-F, REMIC IA Regular Interest LTI-IO-G, REMIC IA Regular Interest LTI-IO-H and REMIC IA Regular Interest LTI-P.

REMIC IB: The segregated pool of assets consisting of all of the REMIC IA Regular Interests conveyed in trust to the Trustee, for the benefit of REMIC IB, as holder of the REMIC IB Regular Interests, and the Class R-1B Interest pursuant to Section 2.07, and all amounts deposited therein, with respect to which a separate REMIC election is to be made.

REMIC IB 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 IB Pass-Through Rate for REMIC IB Regular Interest LTI-IAA minus the Marker Rate, divided by (b) 12.

REMIC IB Overcollateralization Amount: With respect to any date of determination, (i) 1% of the aggregate Uncertificated Principal Balances of the REMIC IB Regular Interests minus (ii) the aggregate of the Uncertificated Principal Balances of REMIC IB Regular Interest LTI-IA1A, REMIC IB Regular Interest LTI-IA1B, REMIC IB Regular Interest LTI-IA2, REMIC IB Regular Interest LTI-IA3, REMIC IB Regular Interest LTI-IA4, REMIC IB Regular Interest LTI-IA5, REMIC IB Regular Interest LTI-IM1, REMIC IB Regular Interest LTI-IM2, REMIC IB Regular Interest LTI-IM3 and REMIC IB Regular Interest LTI-IP, in each case as of such date of determination.

REMIC IB 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 Group I 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 IB Regular Interest LTI-IA1A, REMIC IB Regular Interest LTI-IA1B, REMIC IB Regular Interest LTI-IA2, REMIC IB Regular Interest LTI-IA3, REMIC IB Regular Interest LTI-IA4, REMIC IB Regular Interest LTI-IA5, REMIC IB Regular Interest LTI-IM1, REMIC IB Regular Interest LTI-IM2 and REMIC IB Regular Interest LTI-IM3 and the denominator of which is the aggregate of the Uncertificated Principal Balances of REMIC IB Regular Interest LTI-IA1A, REMIC IB Regular Interest LTI-IA1B, REMIC IB Regular Interest LTI-IA2, REMIC IB Regular Interest LTI-IA3, REMIC IB Regular Interest LTI-IA4, REMIC IB Regular Interest LTI-IA5, REMIC IB Regular Interest LTI-IM1, REMIC IB Regular Interest LTI-IM2, REMIC IB Regular Interest LTI-IM3 and REMIC IB Regular Interest LTI-ZZ.

REMIC IB Regular Interests: REMIC IB Regular Interest LTI-AA, REMIC IB Regular Interest LTI-IA1A, REMIC IB Regular Interest LTI-IA1B, REMIC IB Regular Interest LTI-IA2, REMIC IB Regular Interest LTI-IA3, REMIC IB Regular Interest LTI-IA4, REMIC IB Regular Interest LTI-IA5, REMIC IB Regular Interest LTI-IM1, REMIC IB Regular Interest LTI-IM2, REMIC IB Regular Interest LTI-IM3, REMIC IB Regular Interest LTI-IO, REMIC IB Regular Interest LTI-ZZ and REMIC IB Regular Interest LTI-P.

REMIC IB Regular Interest LTI-AA: One of the separate non-certificated beneficial ownership interests in REMIC IB issued hereunder and designated as a Regular Interest in REMIC IB. REMIC IB Regular Interest LTI-AA shall accrue interest at the related Uncertificated REMIC IB 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 IB Regular Interest LTI-IA1A: One of the separate non-certificated beneficial ownership interests in REMIC IB issued hereunder and designated as a Regular Interest in REMIC IB. REMIC IB Regular Interest LTI-A1A shall accrue interest at the related Uncertificated REMIC IB 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 IB Regular Interest LTI-IA1B: One of the separate non-certificated beneficial ownership interests in REMIC IB issued hereunder and designated as a Regular Interest in REMIC IB. REMIC IB Regular Interest LTI-IA1B shall accrue interest at the related Uncertificated REMIC IB 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 IB Regular Interest LTI-IA2: One of the separate non-certificated beneficial ownership interests in REMIC IB issued hereunder and designated as a Regular Interest in REMIC IB. REMIC IB Regular Interest LTI-IA2 shall accrue interest at the related Uncertificated REMIC IB 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 IB Regular Interest LTI-IA3: One of the separate non-certificated beneficial ownership interests in REMIC IB issued hereunder and designated as a Regular Interest in REMIC IB. REMIC IB Regular Interest LTI-IA3 shall accrue interest at the related Uncertificated REMIC IB 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 IB Regular Interest LTI-IA4: One of the separate non-certificated beneficial ownership interests in REMIC IB issued hereunder and designated as a Regular Interest in REMIC IB. REMIC IB Regular Interest LTI-IA4 shall accrue interest at the related Uncertificated REMIC IB 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 IB Regular Interest LTI-IA5: One of the separate non-certificated beneficial ownership interests in REMIC IB issued hereunder and designated as a Regular Interest in REMIC IB. REMIC IB Regular Interest LTI-IA5 shall accrue interest at the related Uncertificated REMIC IB 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 IB Regular Interest LTI-IO: One of the separate non-certificated beneficial ownership interests in REMIC IB issued hereunder and designated as a Regular Interest in REMIC IB. REMIC IB Regular Interest LTI-IO shall accrue interest as provided herein and shall not be entitled to distributions of principal.

REMIC IB Regular Interest LTI-IM1: One of the separate non-certificated beneficial ownership interests in REMIC IB issued hereunder and designated as a Regular Interest in REMIC IB. REMIC IB Regular Interest LTI-IM1 shall accrue interest at the related Uncertificated REMIC IB 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 IB Regular Interest LTI-IM2: One of the separate non-certificated beneficial ownership interests in REMIC IB issued hereunder and designated as a Regular Interest in REMIC IB. REMIC IB Regular Interest LTI-IM2 shall accrue interest at the related Uncertificated REMIC IB 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 IB Regular Interest LTI-IM3: One of the separate non-certificated beneficial ownership interests in REMIC IB issued hereunder and designated as a Regular Interest in REMIC IB. REMIC IB Regular Interest LTI-IM3 shall accrue interest at the related Uncertificated REMIC IB 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 IB Regular Interest LTI-IP: One of the separate non-certificated beneficial ownership interests in REMIC IB issued hereunder and designated as a Regular Interest in REMIC IB. REMIC IB Regular Interest LTI-IP 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 IB Regular Interest LTI-ZZ: One of the separate non-certificated beneficial ownership interests in REMIC IB issued hereunder and designated as a Regular Interest in REMIC IB. REMIC IB Regular Interest LTI-ZZ shall accrue interest at the related Uncertificated REMIC IB 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 IB Regular Interest LTI-ZZ Maximum Interest Deferral Amount: With respect to any Distribution Date, the excess of (i) accrued interest at the Uncertificated REMIC IB Pass-Through Rate applicable to REMIC IB Regular Interest LTI-ZZ for such Distribution Date on a balance equal to the Uncertificated Principal Balance of REMIC IB Regular Interest LTI-ZZ minus the REMIC IB Overcollateralization Amount, in each case for such Distribution Date, over (ii) Uncertificated Accrued Interest on REMIC IB Regular Interest LTI-IA1A, REMIC IB Regular Interest LTI-IA1B, REMIC IB Regular Interest LTI-IA2, REMIC IB Regular Interest LTI-IA3, REMIC IB Regular Interest LTI-IA4, REMIC IB Regular Interest LTI-IA5, REMIC IB Regular Interest LTI-IM1, REMIC IB Regular Interest LTI-IM2 and REMIC IB Regular Interest LTI-IM3 for such Distribution Date, with the rate on each such REMIC IB Regular Interest subject to a cap equal to the related Pass-Through Rate.

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

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

REMIC IC Certificate: Any Group I Regular Certificate or Class I-R Certificate.

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

REMIC IIA: 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 Group II-V 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 related Custodial Account (other than any amounts representing any Servicer Prepayment Charge Payment Amount), the related 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 Group II-V 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 Group II-V Mortgage Loans; (vi) the rights under the Mortgage Loan Purchase Agreement with respect to the Group II-V Mortgage Loans, 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 IIA specifically excludes (i) all payments and other collections of principal and interest due on the Group II-V Mortgage Loans on or before the Cut-off Date and (ii) all Prepayment Charges payable in connection with Principal Prepayments on the Group II-V Mortgage Loans made before the Cut-off Date.

REMIC IIA Regular Interests: REMIC IIA Regular Interest LTII-1SUB, REMIC IIA Regular Interest LTII-1GRP, REMIC IIA Regular Interest LTII-2SUB, REMIC IIA Regular Interest LTII-2GRP, REMIC IIA Regular Interest LTII-3SUB, REMIC IIA Regular Interest LTII-3GRP, REMIC IIA Regular Interest LTII-4SUB, REMIC IIA Regular Interest LTII-4GRP, REMIC IIA Regular Interest LTII-XX and REMIC IIA Regular Interest LTII-P.

REMIC IIA Regular Interest LTII-1SUB: One of the separate non-certificated beneficial ownership interests in REMIC IIA issued hereunder and designated as a Regular Interest in REMIC IIA. REMIC IIA Regular Interest LTII-1SUB shall accrue interest at the related Uncertificated REMIC IIA 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 IIA Regular Interest LTII-1GRP: One of the separate non-certificated beneficial ownership interests in REMIC IIA issued hereunder and designated as a Regular Interest in REMIC IIA. REMIC IIA Regular Interest LTII-1GRP shall accrue interest at the related Uncertificated REMIC IIA 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 IIA Regular Interest LTII-2SUB: One of the separate non-certificated beneficial ownership interests in REMIC IIA issued hereunder and designated as a Regular Interest in REMIC IIA. REMIC IIA Regular Interest LTII-2SUB shall accrue interest at the related Uncertificated REMIC IIA 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 IIA Regular Interest LTII-2GRP: One of the separate non-certificated beneficial ownership interests in REMIC IIA issued hereunder and designated as a Regular Interest in REMIC IIA. REMIC IIA Regular Interest LTII-2GRP shall accrue interest at the related Uncertificated REMIC IIA 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 IIA Regular Interest LTII-3SUB: One of the separate non-certificated beneficial ownership interests in REMIC IIA issued hereunder and designated as a Regular Interest in REMIC IIA. REMIC IIA Regular Interest LTII-3SUB shall accrue interest at the related Uncertificated REMIC IIA 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 IIA Regular Interest LTII-3GRP: One of the separate non-certificated beneficial ownership interests in REMIC IIA issued hereunder and designated as a Regular Interest in REMIC IIA. REMIC IIA Regular Interest LTII-3GRP shall accrue interest at the related Uncertificated REMIC IIA 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 IIA Regular Interest LTII-4SUB: One of the separate non-certificated beneficial ownership interests in REMIC IIA issued hereunder and designated as a Regular Interest in REMIC IIA. REMIC IIA Regular Interest LTII-4SUB shall accrue interest at the related Uncertificated REMIC IIA 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 IIA Regular Interest LTII-4GRP: One of the separate non-certificated beneficial ownership interests in REMIC IIA issued hereunder and designated as a Regular Interest in REMIC IIA. REMIC IIA Regular Interest LTII-4GRP shall accrue interest at the related Uncertificated REMIC IIA 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 IIA Regular Interest LTII-P: One of the separate non-certificated beneficial ownership interests in REMIC IIA issued hereunder and designated as a Regular Interest in REMIC IIA. REMIC IIA Regular Interest LTII-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 IIA Regular Interest LTI-XX: One of the separate non-certificated beneficial ownership interests in REMIC IIA issued hereunder and designated as a Regular Interest in REMIC IIA. REMIC IIA Regular Interest LTII-XX shall accrue interest at the related Uncertificated REMIC IIA 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 IIA Subordinated Balance Ratio: The ratio among the Uncertificated Principal Balances of each REMIC IIA Regular Interest ending with the designation “SUB”, equal to the ratio between, with respect to each such REMIC IIA Regular Interest, the excess of (x) the aggregate Stated Principal Balance of the Group II Mortgage Loans, Group III Mortgage Loans, Group IV Mortgage Loans or Group V Mortgage Loans, as applicable over (y) the current Certificate Principal Balance of the related Group II-V Senior Certificates.

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

REMIC IIB Certificate: Any Group II-V Certificate.

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

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

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

REMIC Regular Interest: Any REMIC IA Regular Interest, REMIC IB Regular Interest, REMIC IIA Regular Interest or a Regular Certificate.

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

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

Replacement Mortgage Loan: A Mortgage Loan or Mortgage Loans in the aggregate substituted by the Sponsor for a Deleted Mortgage Loan, which must, on the date of such substitution, as confirmed in a request for release in accordance with the terms of the Custodial Agreement, (i) have a Stated Principal Balance, after deduction of the principal portion of the Scheduled Payment due in the month of substitution, not in excess of, and not less than 90% of, the Stated Principal Balance of the Deleted Mortgage Loan; (ii) (a) with respect to a Group I Mortgage Loan, have a fixed Mortgage Rate not less than or more than 1% per annum higher than the Mortgage Rate of the Deleted Mortgage Loan or (b) with respect to a Group II-V Mortgage Loan, have an adjustable Mortgage Rate not less than or more than 1% per annum higher than the Mortgage Rate of the Deleted Mortgage Loan; (iii) have the same or higher credit quality characteristics than that of the Deleted Mortgage Loan; (iv) have a Loan-to-Value Ratio 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) with respect to a Group II-V Mortgage Loan, have a Maximum Mortgage Interest Rate not less than the Maximum Mortgage Interest Rate on the Deleted Loan; (ix) with respect to a Group II-V Mortgage Loan, have a Minimum Mortgage Interest Rate not less than the Minimum Mortgage Interest Rate of the Deleted Loan; (x) with respect to a Group II-V Mortgage Loan, have a Gross Margin equal to the Gross Margin of the Deleted Loan; (xi) with respect to a Group II-V Mortgage Loan, have a next Adjustment Date not more than two months later than the next Adjustment Date on the Deleted Loan; (xii) comply with each representation and warranty set forth in the Mortgage Loan Purchase Agreement; and (xiii) (a) with respect to a Group I Mortgage Loan, not permit conversion of the Mortgage Rate from a fixed rate to a variable rate or (b) with respect to a Group II-V Mortgage Loan, not permit conversion of the Mortgage Rate from a variable rate to a fixed 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, 2.05% of the Stated Principal Balance of the Group I 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) 4.10% of the Stated Principal Balance of the Group I 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 Group I 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 Group I 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 Group I 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 Group I Mortgage Loans during the related Prepayment Period).

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

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

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

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

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

Xxxxxxxx-Xxxxx Certification: A written certification signed by an officer of the Master Servicer that complies with (i) the Xxxxxxxx-Xxxxx 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 Xxxxxxxx-Xxxxx 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 Xxxxxxxx-Xxxxx 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 Xxxxxxxx-Xxxxx 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, Xxxxx 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 Group I Senior Certificates and Group II-V Senior Certificates.

Senior Liquidation Amount: With respect to any Distribution Date and for any of Loan Group II, Loan Group III, Loan Group IV and Loan Group V, for each Group II-V Mortgage Loan that became a Liquidated Mortgage Loan during the calendar month preceding the month of that Distribution Date, the lesser of (i) the related Senior Percentage of the Stated Principal Balance of that Group II-V Mortgage Loan and (ii) the related Senior Prepayment Percentage of the Liquidation Principal with respect to that Group II-V Mortgage Loan.

Senior Percentage: With respect to any Distribution Date and Loan Group II, Loan Group III, Loan Group IV and Loan Group V, the percentage equivalent of a fraction, the numerator of which is the aggregate Certificate Principal Balance of the classes of Group II-V Senior Certificates related to such Loan Group immediately prior to that Distribution Date and the denominator of which is the Aggregate Loan Group Balance for such Loan Group as of the first day of the related Due Period, subject to adjustment for prepayments in full received and distributed in the month prior to that Distribution Date. In no event will the Senior Percentage for any of Loan Group II, Loan Group III, Loan Group IV or Loan Group V exceed 100%. The initial Senior Percentage for the Group II-V Senior Certificates in the aggregate will be equal to approximately 92.00%.

Senior Prepayment Percentage: With respect to Loan Group II, Loan Group III, Loan Group IV and Loan Group V and any Distribution Date will be as follows:

Period (dates inclusive)		Senior Prepayment Percentage
June 25, 2006 - May 25, 2013		100%
June 25, 2013 - May 25, 2014		related Senior Percentage plus 70% of the related Subordinate Percentage.
June 25, 2014 - May 25, 2015		related Senior Percentage plus 60% of the related Subordinate Percentage.
June 25, 2015 - May 25, 2016		related Senior Percentage plus 40% of the related Subordinate Percentage.
June 25, 2016 - May 25, 2017		related Senior Percentage plus 20% of the related Subordinate Percentage.
June 25, 2017 and thereafter		related Senior Percentage.

There are important exceptions to the calculations of the Senior Prepayment Percentage described in the above paragraph. On any Distribution Date, and for the Loan Group II, Loan Group III, Loan Group IV and Loan Group V (i) if the Senior Percentage exceeds its initial Senior Percentage, the Senior Prepayment Percentage for each Loan Group for that Distribution Date will equal 100%, (ii) if on or before the Distribution Date in May 2009, the Class B Percentage for such Distribution Date is greater than or equal to twice the Class B Percentage as of the Closing Date, then the Senior Prepayment Percentage for each Loan Group for such Distribution Date will equal the related Senior Percentage, plus 50% of the related Subordinate Percentage for that Distribution Date, and (iii) if after the Distribution Date May 2009, the Class B Percentage for such Distribution Date is greater than or equal to twice the Class B Percentage as of the Closing Date, then the Senior Prepayment Percentage for each Loan Group for such Distribution Date will equal the related Senior Percentage.

Notwithstanding the foregoing, the Senior Prepayment Percentage for any of Loan Group II, Loan Group III, Loan Group IV or Loan Group V will equal 100% for any Distribution Date as to which (i) the outstanding principal balance of the Group II-V Mortgage Loans in such Loan Group, delinquent 60 days or more (including all REO and loans in foreclosure) averaged over the preceding six month period, as a percentage of the related Class B Component Balance as of that Distribution Date is equal to or greater than 50% or (ii) cumulative Realized Losses for the Group II-V Mortgage Loans in such Loan Group exceed:

Distribution Date Occurring In		Percentage of the Class B Component Balance
June 2006 through May 2009		20%
June 2009 through May 2014		30%
June 2014 through May 2015		35%
June 2015 through May 2016		40%
June 2016 through May 2017		45%
June 2017 and thereafter		50%

If the Senior Prepayment Percentage for any of Loan Group II, Loan Group III, Loan Group IV or Loan Group V equals 100% due to the limitations set forth above, then the Senior Prepayment Percentage for the other Loan Groups (other than Loan Group I) will equal 100%.

If on any Distribution Date the allocation to the Class of Group II-V Senior Certificates then entitled to distributions of principal payments in full and partial principal prepayments and other amounts in the percentage required above would reduce the outstanding Certificate Principal Balance of that Class below zero, the distribution to that Class of Group II-V Senior Certificates of the Senior Prepayment Percentage of those amounts for that Distribution Date will be limited to the percentage necessary to reduce the related Certificate Principal Balance to zero.

Servicer: Shall mean GMAC Mortgage Corporation 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 Section 3.01.

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

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: All customary, reasonable and necessary “out of pocket” costs and expenses (including reasonable legal fees) incurred in the performance by the Servicer of its servicing obligations hereunder, including, but not limited to, the cost of (i) the preservation, restoration, inspection, valuation and protection of a Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures, and including any expenses incurred in relation to any such proceedings that result from the Mortgage Loan being registered in the MERS® System, (iii) the management and liquidation of any REO Property (including, without limitation, realtor’s commissions), (iv) compliance with any obligations under Section 3.07 hereof to cause insurance to be maintained and (v) payment of taxes.

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, respectively or any other Person that is participating in the servicing function within the meaning of Item 1122 of Regulation AB, without regard to any threshold referenced therein.

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

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

Special Hazard Loss: Shall mean a Realized Loss, as reported by the Servicer to the Trustee and the Master Servicer, attributable to damage or a direct physical loss suffered by a mortgaged property-including any Realized Loss due to the presence or suspected presence of hazardous wastes or substances on a Mortgaged Property other than any such damage or loss covered by a hazard policy or a flood insurance policy required to be maintained in respect of the Mortgaged Property under this Agreement or any loss due to normal wear and tear or certain other causes.

Special Hazard Loss Coverage Amount: Shall mean approximately $3,783,000 (approximately 1.40% of the Group II-V Mortgage Loans by aggregate principal balance as of the Cut-off Date) less, on each Distribution Date, the sum of (1) the aggregate amount of Special Hazard Losses that would have been previously allocated to the Subordinate Certificates in the absence of the Loss Allocation Limitation and (2) the Adjustment Amount. As of any Distribution Date on or after the Credit Support Depletion Date, the Special Hazard Loss Coverage Amount will be zero.

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

Startup Day: The Startup Day for each REMIC formed hereunder shall be the Closing Date.

Stated Principal Balance: With respect to any Mortgage Loan or related REO Property and any Distribution Date, the Cut-off Date Principal Balance thereof minus the sum of (i) the principal portion of the Scheduled Payments due with respect to such Mortgage Loan during each Due Period ending prior to such Distribution Date (and irrespective of any delinquency in their payment), (ii) all Principal Prepayments with respect to such Mortgage Loan received prior to or during the related Prepayment Period, and all Liquidation Proceeds to the extent applied by the Servicer as recoveries of principal in accordance with Section 3.09 of this Agreement with respect to such Mortgage Loan, that were received by the Servicer as of the close of business on the last day of the Prepayment Period related to such Distribution Date and (iii) any Realized Losses on such Mortgage Loan incurred during the related Prepayment Period. The Stated Principal Balance of a Liquidated Loan equals zero.

Stepdown Date: The later to occur of (x) the Distribution Date in June 2009 and (y) the first Distribution Date on which the Credit Enhancement Percentage of the Group I Senior Certificates (calculated for this purpose only after taking into account distributions of principal on the Group I Mortgage Loans, but prior to any distribution of the Principal Distribution Amount to the holders of the Group I Certificates then entitled to distributions of principal on the Distribution Date) is greater than or equal to approximately 17.60%.

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.

Subordinate Certificates: Shall mean, collectively, the Class C-B-1, Class C-B-2, Class C-B-3, Class C-B-4, Class C-B-5 and Class C-B-6 Certificates.

Subordinate Liquidation Amount: With respect to any Distribution Date and Loan Group II, Loan Group III, Loan Group IV or Loan Group V the excess, if any, of the aggregate Liquidation Principal for all Mortgage Loans related to that Loan Group that became Liquidated Mortgage Loans during the calendar month preceding the month of that Distribution Date, over the related Senior Liquidation Amount for that Distribution Date.

Subordinate Pass-Through Rate: With respect to any Distribution Date, shall equal the quotient expressed as a percentage, of (a) the sum of: (i) the product of (x) the Weighted Average Net Rate for Loan Group II for that Distribution Date and (y) the Class B Component Balance for Loan Group II immediately prior to such Distribution Date, (ii) the product of (x) the Weighted Average Net Rate for Loan Group III for that Distribution Date and (y) the Class B Component Balance for Loan Group III immediately prior to such Distribution Date, (iii) the product of (x) the Weighted Average Net Rate for Loan Group IV for that Distribution Date and (y) the Class B Component Balance for Loan Group IV immediately prior to such Distribution Date and (iv) the product of (x) the Weighted Average Net Rate for Loan Group V for that Distribution Date and (y) the Class B Component Balance for Loan Group V immediately prior to such Distribution Date, divided by (b) the aggregate of the Class B Component Balances for Loan Group II, Loan Group III, Loan Group IV and Loan Group V immediately prior to such Distribution Date. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the Uncertificated REMIC IIA Pass-Through Rates on REMIC IIA Regular Interest LTII-1SUB, REMIC IIA Regular Interest LTII-2SUB, REMIC IIA Regular Interest LTII-3SUB and REMIC IIA Regular Interest LTII-4SUB (subject, in each case, to a cap and a floor equal to the Uncertificated REMIC IIA Pass-Through Rate on REMIC IIA Regular Interest LTII-1GRP, REMIC IA Regular Interest LTII-2GRP, REMIC IIA Regular Interest LTII-3GRP and REMIC IIA Regular Interest LTII-4GRP, respectively) weighted on the basis of the Uncertificated Principal Balance of each such REMIC IIA Regular Interest.

Subordinate Percentage: With respect to any Distribution Date and Loan Group II, Loan Group III, Loan Group IV or Loan Group V, the excess of 100% over the related Senior Percentage for that date. The initial Subordinate Percentage for each of Loan Group II, Loan Group III, Loan Group IV and Loan Group V will be equal to approximately 8.00%.

Subordinate Prepayment Percentage: With respect to any Distribution Date and Loan Group II, Loan Group III, Loan Group IV or Loan Group V, the excess of 100% over the related Senior Prepayment Percentage for that Distribution Date; provided, however, that if the aggregate Certificate Principal Balance of the related Group II-V Senior Certificates has been reduced to zero, then the Subordinate Prepayment Percentage for that Loan Group will equal 100%.

Subordinate Principal Distribution Amount: With respect to any Distribution Date and Loan Group II, Loan Group III, Loan Group IV or Loan Group V, the sum of the following amounts calculated for each Loan Group:

(i) the related Subordinate Percentage of the related Principal Payment Amount;

(ii) the related Subordinate Prepayment Percentage of the related Principal Prepayment Amount; and

(iii) the related Subordinate Liquidation Amount; less

(iv) any Principal Transfer Amounts as described in this Agreement under Section 5.04(a).

Subordination Level: With respect to any Distribution Date for any Class of Group II-V Senior Certificates, the percentage obtained by dividing the sum of the Certificate Principal Balances of all Classes of Subordinate Certificates which are subordinate in right of payment to that Class by the Certificate Principal Balances of all Classes of Group II-V Senior Certificates and Subordinate Certificates, in each case immediately prior to that Distribution Date.

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, and is responsible for the performance (whether directly or through subservicers or Subcontractors) of servicing functions required to be performed under this Agreement or any subservicing agreement.

Subservicing Agreement: Any agreement entered into between the Servicer and a Subservicer with respect to the subservicing of any Mortgage Loan subject to Section 3.03 of this Agreement by such Subservicer.

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

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

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 Group I Mortgage Loans or Group II-V 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 Group I Mortgage Loans delinquent sixty (60) days or more (including Group I Mortgage Loans in foreclosure or discharged in bankruptcy or any REO Property) by (ii) the aggregate Stated Principal Balance of the Group I Mortgage Loans, in each case, as of the last day of the previous calendar month, exceeds 39.33% of the Credit Enhancement Percentage of the Group I Senior Certificates for the prior Distribution Date, or (y) the aggregate amount of Realized Losses on the Group I 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 Group I Mortgage Loans as of the Cut-off Date exceeds the applicable percentages set forth below with respect to such Distribution Date:

Distribution Date		Percentage
June 2009 to May 2010		0.80%
June 2010 to May 2011		1.45%
June 2011 to May 2012		2.05%
June 2012 and thereafter		2.40%

Trust Fund: Collectively, the assets of REMIC IA, REMIC IB, REMIC IC, REMIC IIA, REMIC IIB, 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 Notional Amount: With respect to REMIC IB Regular Interest LTII-IO and (i) each Distribution Date from and including the 1^st Distribution to and including the 6^th Distribution Date, the aggregate Uncertificated Principal Balances of REMIC IA Regular Interest LTI-IO-A through REMIC IA Regular Interest LTI-IO-H, (ii) each Distribution Date from and including the 7^th Distribution to and including the 10^th Distribution Date, the aggregate Uncertificated Principal Balances of REMIC IA Regular Interest LTI-IO-B through REMIC IA Regular Interest LTI-IO-H, (iii) each Distribution Date from and including the 11^th Distribution Date to and including the 13^th Distribution Date, the aggregate Uncertificated Principal Balances of REMIC IA Regular Interest LTI-IO-C through REMIC IA Regular Interest LTI-IO-H, (iv) each Distribution Date from and including the 14^th Distribution Date to and including the 15^th Distribution Date, the aggregate Uncertificated Principal Balances of REMIC IA Regular Interest LTI-IO-D through REMIC IA Regular Interest LTI-IO-H, (v) each Distribution Date from and including the 16^th Distribution to and including the 19^th Distribution Date, the aggregate Uncertificated Principal Balances of REMIC IA Regular Interest LTI-IO-E through REMIC IA Regular Interest LTI-IO-H, (vi) each Distribution Date from and including the 20^th Distribution to and including the 21^st Distribution Date, the aggregate Uncertificated Principal Balances of REMIC IA Regular Interest LTI-IO-F through REMIC IA Regular Interest LTI-IO-H, (vii) each Distribution Date from and including the 22^nd Distribution to and including the 23^rd Distribution Date, the aggregate Uncertificated Principal Balances of REMIC IA Regular Interest LTI-IO-G and REMIC IA Regular Interest LTI-IO-H, and (viii) the 24^th Distribution Date, the aggregate Uncertificated Principal Balance of REMIC IA Regular Interest LTI-IO-H, and (ix) each Distribution Date thereafter, $0.

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 IA 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 IA Regular Interest LTI-P will not accrue interest.

Uncertificated REMIC IB Pass-Through Rate: With respect to REMIC IB Regular Interest LTII-AA, REMIC IB Regular Interest LTII-IA1A, REMIC IB Regular Interest LTII-IA1B, REMIC IB Regular Interest LTII-IA2, REMIC IB Regular Interest LTII-IA3, REMIC IB Regular Interest LTII-IA4, REMIC IB Regular Interest LTII-IA5, REMIC IB Regular Interest LTII-IM1, REMIC IB Regular Interest LTII-IM2, REMIC IB Regular Interest LTII-IM3 and REMIC IB Regular Interest LTII-ZZ, a per annum rate (but not less than zero) equal to the weighted average of: (x) with respect to REMIC IA Regular Interest LTI-1, the Uncertificated REMIC IA Pass-Through Rate for such REMIC IA Regular Interest for each such Distribution Date, and (y) with respect to REMIC IA Regular Interest LTI-IO-A through REMIC IA Regular Interest LTI-IO-H for each Distribution Date listed below, the weighted average of the rates listed below for each such REMIC IA Regular Interest listed below, weighted on the basis of the Uncertificated Principal Balance of each such REMIC IA Regular Interest:

Distribution Date	REMIC IA Regular Interests	Rate
1	LTI-IO-A through LTI-IO-H	(a) Uncertificated REMIC IA Pass-Through Rate over (b) 4.50%
2	LTI-IO-A through LTI-IO-H	(a) Uncertificated REMIC IA Pass-Through Rate over (b) 4.50%
3	LTI-IO-A through LTI-IO-H	(a) Uncertificated REMIC IA Pass-Through Rate over (b) 4.50%
4	LTI-IO-A through LTI-IO-H	(a) Uncertificated REMIC IA Pass-Through Rate over (b) 4.50%
5	LTI-IO-A through LTI-IO-H	(a) Uncertificated REMIC IA Pass-Through Rate over (b) 4.50%
6	LTI-IO-A through LTI-IO-H	(a) Uncertificated REMIC IA Pass-Through Rate over (b) 4.50%
7	LTI-IO-B through LTI-IO-H	(a) Uncertificated REMIC IA Pass-Through Rate over (b) 4.50%
	LTI-IO-A	Uncertificated REMIC IA Pass-Through Rate
8	LTI-IO-B through LTI-IO-H	(a) Uncertificated REMIC IA Pass-Through Rate over (b) 4.50%
	LTI-IO-A	Uncertificated REMIC IA Pass-Through Rate
9	LTI-IO-B through LTI-IO-H	(a) Uncertificated REMIC IA Pass-Through Rate over (b) 4.50%
	LTI-IO-A	Uncertificated REMIC IA Pass-Through Rate
10	LTI-IO-B through LTI-IO-H	(a) Uncertificated REMIC IA Pass-Through Rate over (b) 4.50%
	LTI-IO-A	Uncertificated REMIC IA Pass-Through Rate
11	LTI-IO-C through LTI-IO-H	(a) Uncertificated REMIC IA Pass-Through Rate over (b) 4.50%
	LTI-IO-A and LTI-IO-B	Uncertificated REMIC IA Pass-Through Rate
12	LTI-IO-C through LTI-IO-H	(a) Uncertificated REMIC IA Pass-Through Rate over (b) 4.50%
	LTI-IO-A and LTI-IO-B	Uncertificated REMIC IA Pass-Through Rate
13	LTI-IO-C through LTI-IO-H	(a) Uncertificated REMIC IA Pass-Through Rate over (b) 4.50%
	LTI-IO-A and LTI-IO-B	Uncertificated REMIC IA Pass-Through Rate
14	LTI-IO-D through LTI-IO-H	(a) Uncertificated REMIC IA Pass-Through Rate over (b) 4.50%
	LTI-IO-A through LTI-IO-C	Uncertificated REMIC IA Pass-Through Rate
15	LTI-IO-D through LTI-IO-H	(a) Uncertificated REMIC IA Pass-Through Rate over (b) 4.50%
	LTI-IO-A through LTI-IO-C	Uncertificated REMIC IA Pass-Through Rate
16	LTI-IO-E through LTI-IO-H	(a) Uncertificated REMIC IA Pass-Through Rate over (b) 4.50%
	LTI-IO-A through LTI-IO-D	Uncertificated REMIC IA Pass-Through Rate
17	LTI-IO-B5 through LTI-IO-H	(a) Uncertificated REMIC IA Pass-Through Rate over (b) 4.50%
	LTI-IO-A through LTI-IO-D	Uncertificated REMIC IA Pass-Through Rate
18	LTI-IO-E through LTI-IO-H	(a) Uncertificated REMIC IA Pass-Through Rate over (b) 4.50%
	LTI-IO-A through LTI-IO-D	Uncertificated REMIC IA Pass-Through Rate
19	LTI-IO-F through LTI-IO-H	(a) Uncertificated REMIC IA Pass-Through Rate over (b) 4.50%
	LTI-IO-A through LTI-IO-E	Uncertificated REMIC IA Pass-Through Rate
20	LTI-IO-F through LTI-IO-H	(a) Uncertificated REMIC IA Pass-Through Rate over (b) 4.50%
	LTI-IO-A through LTI-IO-E	Uncertificated REMIC IA Pass-Through Rate
21	LTI-IO-F through LTI-IO-H	(a) Uncertificated REMIC IA Pass-Through Rate over (b) 4.50%
	LTI-IO-A through LTI-IO-E	Uncertificated REMIC IA Pass-Through Rate
22	LTI-IO-G and LTI-IO-H	(a) Uncertificated REMIC IA Pass-Through Rate over (b) 4.50%
	LTI-IO-A through LTI-IO-F	Uncertificated REMIC IA Pass-Through Rate
23	LTI-IO-G and LTI-IO-H	(a) Uncertificated REMIC IA Pass-Through Rate over (b) 4.50%
	LTI-IO-A through LTI-IO-F	Uncertificated REMIC IA Pass-Through Rate
24	LTI-IO-H	(a) Uncertificated REMIC IA Pass-Through Rate over (b) 4.50%
	LTI-IO-A through LTI-IO-G	Uncertificated REMIC IA Pass-Through Rate
25 and thereafter	LTI-IO-A through LTI-IO-H	Uncertificated REMIC IA Pass-Through Rate

With respect to REMIC IB Regular Interest LTII-IIO, (i) for the first twenty-four distribution dates, the lesser of (a) 4.50% and (b) the weighted average of the Net Mortgage Rates of the Group I Mortgage Loans and (ii) thereafter, 0.00%. REMIC IB Regular Interest LTII-IP will not accrue interest.

Uncertificated REMIC IIA Pass-Through Rate: With respect to REMIC IIA Regular Interest LTI-1SUB, REMIC IIA Regular Interest LTI-2SUB, REMIC IIA Regular Interest LTI-3SUB, REMIC IIA Regular Interest LTI-4SUB and REMIC IIA Regular Interest LTI-XX, the weighted average Net Mortgage Rate of the Group II-V Mortgage Loans. With respect to REMIC IIA Regular Interest LTI-1GRP, the weighted average Net Mortgage Rate of the Group II Mortgage Loans. With respect to REMIC IIA Regular Interest LTI-2GRP, the weighted average Net Mortgage Rate of the Group III Mortgage Loans. With respect to REMIC IIA Regular Interest LTI-3GRP, the weighted average Net Mortgage Rate of the Group IV Mortgage Loans. With respect to REMIC IIA Regular Interest LTI-4GRP, the weighted average Net Mortgage Rate of the Group V Mortgage Loans.

Uncertificated REMIC Regular Interest: The REMIC IA Regular Interests, REMIC IB Regular Interests and REMIC IIA Regular Interests.

Undercollateralized Group: With respect to any date of determination, Loan Group II, Loan Group III, Loan Group IV or Loan Group V will be an Undercollateralized Group if on such date the aggregate Certificate Principal Balance of the Group II Senior Certificates, Group III Senior Certificates, Group IV Senior Certificates or Group V Senior Certificates, as applicable, is greater than the Aggregate Loan Group Balance of the related Loan Group.

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 I-X, Class I-P, Class P and the Residual Certificates) and (ii) 1% to each of the Class I-X, Class P and Class I-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.

Weighted Average Net Rate: With respect to any Distribution Date and Loan Group II, Loan Group III, Loan Group IV or Loan Group V, the weighted average of the Net Mortgage Rates of the Mortgage Loans in such Loan Group.

Section 1.02 Allocation of Certain Interest Shortfalls.

For purposes of calculating the amount of the Interest Distribution Amount for the Group I Senior Certificates, Mezzanine Certificates and Class I-X Certificates for any Distribution Date, (1) the aggregate amount of any Net Interest Shortfalls in respect of the Group I Mortgage Loans for any Distribution Date shall first reduce the Interest Distribution Amount payable to the Class I-M-3 Certificates, second, reduce the Interest Distribution Amount payable to the Class I-M-2 Certificates, third, reduce the Interest Distribution Amount payable to the Class I-M-1 Certificates, and fourth, reduce the Interest Distribution Amount payable to the Group I 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 Group I Mortgage Loans allocated to the Mezzanine Certificates and Net WAC Rate Carryover Amount paid to the Group I Senior Certificates (other than the Class I-A-IO Certificates) and the Mezzanine Certificates incurred for any Distribution Date shall be allocated to the Class I-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 the Accrued Certificate Interest for the Group II-V Certificates (other than the Class P Certificates and Class R Certificates) for any Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the Servicer pursuant to this Agreement) and any shortfalls resulting from application of the Relief Act in respect of the Group II-V Mortgage Loans for any Distribution Date shall be allocated among the Classes of Group II-V Certificates in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such interest shortfalls.

For purposes of calculating the amount of Uncertificated Accrued Interest for the REMIC IA Regular Interests for any Distribution Date, the aggregate amount of any Net Interest Shortfalls incurred in respect of the Group I Mortgage Loans for any Distribution Date shall be allocated first, to REMIC IA Regular Interest LTI-1, to the extent of one month’s interest at the then applicable respective Uncertificated REMIC IA Pass-Through Rate on the Uncertificated Principal Balance of each such REMIC IA Regular Interest; and then, to REMIC IA Regular Interest LTI-IO-A, REMIC IA Regular Interest LTI-IO-B, REMIC IA Regular Interest LTI-IO-C, REMIC IA Regular Interest LTI-IO-D, REMIC IA Regular Interest LTI-IO-E, REMIC IA Regular Interest LTI-IO-F, REMIC I Regular Interest LTI-IO-G and REMIC I Regular Interest LTI-IO-H, in each case to the extent of one month’s interest at the then applicable respective Uncertificated REMIC IA Pass-Through Rate on the respective Uncertificated Principal Balance of each such REMIC IA Regular Interest.

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

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

The aggregate amount of any Net Interest Shortfalls incurred in respect of the Group II-V Mortgage Loans for any Distribution Date shall be allocated to Uncertificated Accrued Interest payable to REMIC IIA Regular Interest LTII-1SUB, REMIC IIA Regular Interest LTII-1GRP, REMIC IIA Regular Interest LTII-2SUB, REMIC IIA Regular Interest LTII-2GRP, REMIC IIA Regular Interest LTII-3SUB, REMIC IIA Regular Interest LTII-3GRP, REMIC IIA Regular Interest LTII-4SUB, REMIC IIA Regular Interest LTII-4GRP and REMIC IIA Regular Interest LTII-XX, pro rata based on, and to the extent of, one month’s interest at the then applicable respective Uncertificated REMIC IIA Pass-Through Rate on the respective Uncertificated Principal Balance of each such REMIC IIA 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.

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 and preparation and delivery of the certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

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

The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust 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. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. 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. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. 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. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. 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 IA and REMIC IIA” 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 IA and REMIC IIA” 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 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 Servicer and the Sponsor.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(iv) The Sponsor is an approved seller of conventional mortgage loans for Xxxxxx Mae or Xxxxxxx 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

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NOMURA ASSET ACCEPTANCE CORPORATION, Depositor NOMURA CREDIT & CAPITAL, INC., Sponsor GMAC MORTGAGE CORPORATION Servicer WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer and Securities Administrator and HSBC BANK USA, NATIONAL ASSOCIATION...