Common use of Compliance with Regulation AB Clause in Contracts

Compliance with Regulation AB. (i) NGFP agrees and acknowledges that Nomura Asset Acceptance Corporation (“NAAC”) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding NGFP or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC requests from NGFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAAC, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFP, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, or (c) obtain a guaranty of NGFP’s obligations under this Agreement from an affiliate of NGFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any Certificates.

Compliance with Regulation AB. (i) NGFP DBAG agrees and acknowledges that Nomura Asset Acceptance Corporation Ace Securities Corp. (“NAACACE”) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding NGFP DBAG or its group of affiliated entities, if applicable, depending on the aggregate “significance significant percentage” of this Agreement and any other derivative contracts between NGFP DBAG or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC ACE requests from NGFP DBAG the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACACE, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPDBAG, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor ACE the current Swap Financial Disclosure in an XXXXX-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to the Depositor ACE to incorporation by reference of such current Swap Financial Disclosure that are as is filed with the Securities and Exchange Commission in the reports Exchange Act Reports of the Trust filed pursuant to the Exchange ActACE, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference in the Exchange Act Reports of ACE of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the DepositorDisclosure, and (c) provide to the Depositor ACE any updated Swap Financial Disclosure with respect to NGFP DBAG or any entity that consolidates NGFP DBAG within five days of the release of any such updated Swap Financial Disclosure;, ; (b2) secure another entity to replace NGFP DBAG as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefortherefore) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply complies with the requirements of Item 1115 of Regulation AB, including providing the information contemplated by Part 13(iii)(1) above, or (c3) obtain a guaranty of NGFPthe DBAG’s obligations under this Agreement from an affiliate of NGFP the DBAG, subject to the Rating Agency Condition, that is able to comply complies with the financial information disclosure requirements of Item 1115 of Regulation AB, including providing the information contemplated by Part 13(iii)(1) above, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap ProviderDBAG, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) DBAG and the primary obligor under any Credit Support Document agree that, in the event that DBAG provides Swap Financial Disclosure to ACE in accordance with Part 13(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to ACE in accordance with Part 13(iii)(c), DBAG and such primary obligor will indemnify and hold harmless ACE, its respective directors or officers and any person controlling ACE, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of this provision, “Rating Agency Condition” means, with respect to a material fact contained in such Swap Financial Disclosure or caused by any particular proposed act omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact, when considered in conjunction with any other information regarding Party A or the party acting derivative instrument being written by Party A in the final prospectus for ACE-2006-HE4, required to be stated therein or failing necessary to act must consult with each make the statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP Party A agrees and acknowledges that Nomura Asset Renaissance Mortgage Acceptance Corporation Corp. (the “NAACDepositor”) is may be required under Regulation AB under the Securities Act of 1933AB, as amended, and defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”)Indenture, to disclose certain financial information regarding NGFP Party A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP Party A or its group of affiliated entities, if applicable, and CounterpartyParty B, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereofhereof for so long as the Issuing Entity is required to file periodic reports under the Exchange Act with respect to the Certificates, NAAC Party B or the Depositor requests in writing from NGFP Party A the applicable financial information described in Item 1115 1115(b) of Regulation AB (such request to be based on a reasonable determination by NAACthe Depositor, based on "significance estimates" made in substantially the same manner as that used in the Sponsor's internal risk management process in respect of similar instruments and furnished by the Sponsor to the Depositor, or if the Sponsor does not furnish such significance estimates to the Depositor, based on a good faith, faith determination of such significance estimates by the Depositor in a manner that such information is required under Regulation ABit deems reasonable) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPParty A, at its own expense, shall (a) either (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in an EXXXX-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports Exchange Act Reports of the Trust filed pursuant to the Exchange ActDepositor, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference in the Exchange Act Reports of the Depositor of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the DepositorDisclosure, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP Party A or any entity that consolidates NGFP Party A within five days of the release of any such updated Swap Financial Disclosure;, ; (b2) secure another entity to replace NGFP Party A as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating AgenciesAgreement, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) and which entity is able to comply complies with the requirements of Item 1115 of Regulation AB, or AB and clause (c1) above; (3) obtain a guaranty of NGFPParty A’s obligations under this Agreement from an affiliate of NGFP Party A that is able to comply complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of the such affiliate will satisfy any disclosure requirements applicable to the Swap Provider; or (4) transfer Eligible Collateral to Party B's Custodian in an amount which is sufficient, and cause such as reasonably determined in good faith by the Depositor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB). (iv) Party A agrees that, in the event that Party A provides Swap Financial Disclosure to the Depositor in accordance with clause (iii)(1) above or causes its affiliate to provide Swap Financial Disclosure. If permitted Disclosure to the Depositor in accordance with clause (iii)(3) above, it will indemnify and hold harmless the Depositor, its respective directors or officers and any person controlling the Depositor, from and against any and all losses, claims, damages and liabilities caused by Regulation AB, any required untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure may be provided or caused by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the party acting or failing to act must consult with each statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Asset Acceptance Corporation Citigroup Mortgage Loan Trust Inc. (“NAACDepositor”) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC Depositor requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACDepositor or Trust Administrator, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPBSFP, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFPthe BSFP’s obligations under this Agreement from an affiliate of NGFP the BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) BSFP agrees that, in the event that BSFP provides Swap Financial Disclosure to Depositor in accordance with paragraph 16(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to Depositor in accordance with paragraph 16(iii)(c), it will indemnify and hold harmless Depositor, its respective directors or officers and any person controlling Depositor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of this provision, “Rating Agency Condition” means, with respect to a material fact contained in such Swap Financial Disclosure or caused by any particular proposed act omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the party acting or failing to act must consult with each statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP Party A agrees and acknowledges that Nomura Mortgage Asset Acceptance Corporation Securitization Transactions, Inc. (“NAACDepositor”) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding NGFP or its group of affiliated entities, if applicableParty A, depending on the aggregate “significance percentageSignificance Percentage” of all Transactions under this Agreement and Agreement, together with any other transactions that fall within the meaning of “derivative contracts contracts” for the purposes of Item 1115 of Regulation AB between NGFP or its group of affiliated entities, if applicable, Party A and CounterpartyParty B, as calculated from time to time in accordance with Item 1115 of Regulation ABthe Calculation Methodology (as defined below). (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC requests from NGFP Depositor notifies Party A that the applicable financial information described Significance Percentage has reached one of the thresholds for significance of derivative contracts set forth in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACDepositor, in good faithfaith and using the Calculation Methodology, that of such information is required under Regulation AB) (the “Swap Financial Disclosure”Significance Percentage). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPParty A, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor the current applicable Swap Financial Disclosure in Microsoft Word® (as defined below). (iv) In the alternative to subparagraph (iii) above, upon the occurrence of a Swap Disclosure Event or Microsoft Excel® format or at any time after complying with subparagraph (iiiii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities above, Party A may, at its option and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Actat its own expense, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (ba) secure another entity to replace NGFP Party A as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds S&P Ratings Requirement (First Trigger) and Moody’s Ratings Requirement (Second Trigger) (and which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (cb) obtain a guaranty of NGFPthe Party A’s obligations under this Agreement from an affiliate of NGFP the Party A that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by reference to or incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (v) Party A agrees that, in the event that Party A provides Swap Financial Disclosure to Depositor in accordance with paragraph (iii) above or causes its affiliate to provide Swap Financial Disclosure to Depositor in accordance with paragraph (iv)(b) above, it will indemnify and hold harmless Depositor, its respective directors or officers and any person controlling Depositor, from and against any and all losses, claims, damages and liabilities (any “Damage”) caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however that the foregoing shall not apply to any Damage caused by the negligence or any willful action of Depositor or any other party (other than Party A or any of its affiliates or any of their respective agents), including without limitation any failure to calculate the Significance Percentage according to the terms of this provisionAgreement or to make any filing as and when required under Regulation AB. (vi) Depositor shall be an express third party beneficiary of this Agreement as if it were a party hereto to the extent of Depositor’s rights explicitly specified herein. (vii) In the event that Party A provides the information referred to above, “Rating Agency Condition” means, with respect such information shall be provided on the date that is the later of (i) five (5) Business Days after the Swap Disclosure Event or (ii) five (5) Business Days after the relevant Distribution Date for which the Trust Administrator will be required to any particular proposed act or omission to act hereunder that file a Form 10-D. For the party acting or failing to act must consult with each of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any Certificates.purposes hereof:

Compliance with Regulation AB. (ia) NGFP agrees If the Depositor under the Pooling and acknowledges that Nomura Asset Acceptance Corporation (“NAAC”) is required under Servicing Agreement still has a reporting obligation with respect to this Transaction pursuant to Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended ("REGULATION AB") and BNY has not, within 30 days after receipt of a Swap Disclosure Request complied with the “Exchange Act”provisions set forth below in this Paragraph 4(9) (“provided that if the significance percentage reaches 10% after a Swap Disclosure Request has been made to BNY, BNY must comply with the provisions set forth below in this Section 4(9) within 10 calendar days of BNY being informed of the significance percentage reaching 10%), then an Additional Termination Event shall have occurred with respect to BNY and BNY shall be the sole Affected Party with respect to such Additional Termination Event. (b) BNY acknowledges that for so long as there are reporting obligations with respect to this Transaction under Regulation AB”), the Depositor is required under Regulation AB to disclose certain financial information set forth in Regulation AB regarding NGFP BNY or its group of affiliated entities, if applicable, depending on the aggregate “"significance percentage” " of this Agreement and any other derivative contracts between NGFP BNY or its group of affiliated entities, if applicable, and the Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (iic) It shall be If the Depositor determines, reasonably and in good faith, that the significance percentage of this Agreement has increased to eight (8) percent, then the Depositor may request on a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC requests of such determination from NGFP BNY the applicable financial same information described set forth in Item 1115 1115(b) of Regulation AB that would have been required if the significance percentage had in fact increased to ten (10) percent (such request request, a "SWAP DISCLOSURE REQUEST" and such requested information, subject to be based on a reasonable the last sentence of this paragraph, is the "SWAP FINANCIAL DISCLOSURE"). The Counterparty or the Depositor shall provide BNY with the calculations and any other information reasonably requested by BNY with respect to the Depositor's determination by NAACthat led to the Swap Disclosure Request. The parties hereto further agree that the Swap Financial Disclosure provided to meet the Swap Disclosure Request may be, solely at BNY's option, either the information set forth in good faith, that such information is required under Item 1115(b)(1) or Item 1115(b)(2) of Regulation AB) (the “Swap Financial Disclosure”). (iiid) Upon the occurrence of a Swap Disclosure EventRequest, NGFPBNY, at its own expense, shall (a) (1)(a) either (ix) provide to the Depositor with the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format an Xxxxx-compatible format, or (iiy) provide written consent subject to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange ActRating Agency Condition, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP BNY as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) and which entity is able to comply with provide the requirements of Item 1115 of Regulation AB, or (c) obtain a guaranty of NGFP’s obligations under this Agreement from an affiliate of NGFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Securities Exchange Act. (e) BNY's obligation to comply with this Paragraph 4(9) shall be suspended as of January 1, 2008 unless, at any time, BNY receives notification from the Depositor or the Counterparty that the Trust Fund's obligation to file periodic reports under the Exchange Act shall continue; provided, however, that such obligations shall not be suspended in respect of any Exchange Act Report or amendment to an Exchange Act Report in such fiscal year which relates to any fiscal year in which the Trust Fund was subject to the reporting requirements of the Exchange Act. For purposes of this provision, “Rating Agency Condition” means, with respect This obligation shall continue to any particular proposed act be suspended unless the Depositor or omission to act hereunder the Counterparty notifies BNY that the party acting or failing Trust Fund's obligations to act must consult with each of file reports under the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any CertificatesExchange Act has resumed.

Compliance with Regulation AB. (i) NGFP DBAG agrees and acknowledges that Nomura Asset Acceptance Corporation Argent Securities Inc. (“NAACASI”) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding NGFP DBAG or its group of affiliated entities, if applicable, depending on the aggregate “significance significant percentage” of this Agreement and any other derivative contracts between NGFP DBAG or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC ASI requests from NGFP DBAG the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACASI, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPDBAG, at its own expense, shall (a) (1)(a) either (i) provide to ASI the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP DBAG as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefortherefore) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFPthe DBAG’s obligations under this Agreement from an affiliate of NGFP the DBAG, subject to the Rating Agency Condition, that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) DBAG and the primary obligor under any Credit Support Document agree that, in the event that DBAG provides Swap Financial Disclosure to ASI in accordance with Part 13(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to ASI in accordance with Part 13(iii)(c), DBAG and such primary obligor will indemnify and hold harmless ASI, its respective directors or officers and any person controlling ASI, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of this provision, “Rating Agency Condition” means, with respect to a material fact contained in such Swap Financial Disclosure or caused by any particular proposed act omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact, when considered in conjunction with any other information regarding Party A or the party acting derivative instrument being written by Party A in the final prospectus for ASI-2006-SL1, required to be stated therein or failing necessary to act must consult with each make the statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Asset Acceptance Corporation Citigroup Mortgage Loan Trust Inc. (“NAACDepositor”) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap cap disclosure event (“Swap Cap Disclosure Event”) if, on any Business Day after the date hereof, NAAC Depositor requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACDepositor or Cap Trustee, in good faith, that such information is required under Regulation AB) (the “Swap Cap Financial Disclosure”). (iii) Upon the occurrence of a Swap Cap Disclosure Event, NGFPBSFP, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Cap Financial Disclosure;, (b) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFPthe BSFP’s obligations under this Agreement from an affiliate of NGFP the BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Cap Provider, and cause such affiliate to provide Swap Cap Financial Disclosure. If permitted by Regulation AB, any required Swap Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) BSFP agrees that, in the event that BSFP provides Cap Financial Disclosure to Depositor in accordance with paragraph 16(iii)(a) or causes its affiliate to provide Cap Financial Disclosure to Depositor in accordance with paragraph 16(iii)(c), it will indemnify and hold harmless Depositor, its respective directors or officers and any person controlling Depositor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of this provision, “Rating Agency Condition” means, with respect to a material fact contained in such Cap Financial Disclosure or caused by any particular proposed act omission or alleged omission to act hereunder that state in such Cap Financial Disclosure a material fact required to be stated therein or necessary to make the party acting or failing to act must consult with each statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP SRFP agrees and acknowledges that Nomura Mortgage Asset Acceptance Corporation Securitization Transactions, Inc. (“NAACMAST”) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding NGFP SRFP or its group of affiliated entities, if applicable, depending on the aggregate “significance significant percentage” of this Agreement and any other derivative contracts between NGFP SRFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC MAST requests from NGFP SRFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACMAST, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPSRFP, at its own expense, shall (a) (1)(a) either (i) provide to MAST the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP SRFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefortherefore) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFPthe SRFP’s obligations under this Agreement from an affiliate of NGFP the SRFP, subject to the Rating Agency Condition, that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) SRFP and the primary obligor under any Credit Support Document agree that, in the event that SRFP provides Swap Financial Disclosure to MAST in accordance with Part 5(12)(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to MAST in accordance with Part 5(12)(iii)(c), SRFP and such primary obligor will indemnify and hold harmless MAST, its respective directors or officers and any person controlling MAST, as provided in the Bilateral Indemnification Agreement, dated as of this provisionFebruary 15, “Rating Agency Condition” means2006 among Mortgage Asset Securitization Transactions, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the rating agencies then providing a rating of the Certificates Inc., UBS Real Estate Securities Inc., UBS Securities LLC, and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any CertificatesSRFP.

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Bear Stearns Asset Acceptance Corporation Backed Xxxxxxties I LLC (“NAACBSABS”) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC BSABS requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACBSABS, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPBSFP, at its own expense, shall (a) (1)(a) either (i) provide to BSABS the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFPthe BSFP’s obligations under this Agreement Agreement, subject to Rating Agency Condition, from an affiliate of NGFP the BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) BSFP agrees that, in the event that BSFP provides Swap Financial Disclosure to BSABS in accordance with clause (iii)(a) of this provisionparagraph 14 or causes its affiliate to provide Swap Financial Disclosure to BSABS in accordance with clause (iii)(c) of paragraph 14, “Rating Agency Condition” meansit will indemnify and hold harmless BSABS, with respect to its respective directors or officers and any particular proposed act person controlling BSABS, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the party acting or failing to act must consult with each statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading. NEITHER THE BEAR STEARNS COMPANIES INX. XXX ANY SUBSIDIARY OR AFFILIATE OF THE BEAR STEARNS COMPANIES INX. XXXXR THAN BSFP IS AN OBLIGOR OR A CREDIT SUPPORT PROVIDER ON THIS AGREEMENT.

Compliance with Regulation AB. (i) NGFP Bear Xxxxxxx agrees and acknowledges that Nomura Asset Acceptance Corporation Xxxxxxx Xxxxx Mortgage Investors, Inc. (“NAAC”the "DEPOSITOR") is required under Regulation AB as defined under the Securities Act of 1933, as amended, Pooling and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”)Servicing Agreement, to disclose certain financial information regarding NGFP Bear Xxxxxxx or its group of affiliated entities, if applicable, depending on the aggregate “"significance percentage” " of this Agreement and any other derivative contracts between NGFP Bear Xxxxxxx or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap cap disclosure event (“Swap Disclosure Event”"CAP DISCLOSURE EVENT") if, on any Business Day after the date hereof, NAAC the Depositor requests from NGFP Bear Xxxxxxx the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACDepositor, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”"CAP FINANCIAL DISCLOSURE"). (iii) Upon the occurrence of a Swap Cap Disclosure Event, NGFPBear Xxxxxxx, within 10 calendar days, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor the current Swap Cap Financial Disclosure in an XXXXX-compatible format (for example, such information may be provided in Microsoft Word® Word(R) or Microsoft Excel® Excel(R) format but not in.pdf format) or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Cap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s 's report relating to their audits of such current Swap Cap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Cap Financial Disclosure with respect to NGFP Bear Xxxxxxx or any entity that consolidates NGFP Bear Xxxxxxx within five days of the release of any such updated Swap Cap Financial Disclosure;, ; (b2) secure another entity to replace NGFP Bear Xxxxxxx as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating AgenciesAgreement, which entity (or a guarantor therefor) meets or exceeds the Moody's Approved Rating Ratings Thresholds (and S&P Approved Ratings Threshold and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB, or (c3) obtain a guaranty of NGFP’s Bear Xxxxxxx' obligations under this Agreement from an affiliate of NGFP Bear Xxxxxxx that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Cap Financial Disclosure and any future Cap Financial Disclosure, such that disclosure provided in respect of the such affiliate will satisfy any disclosure requirements applicable to the Swap Cap Provider. (iv) Bear Xxxxxxx agrees that, and cause such in the event that Bear Xxxxxxx provides Cap Financial Disclosure to Depositor in accordance with Part 5(l)(iii)(1) or causes its affiliate to provide Swap Cap Financial Disclosure. Disclosure to Depositor in accordance with clause Part 5(l)(iii)(3), it will indemnify and hold harmless Depositor, its respective directors or officers and any person controlling Depositor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Cap Financial Disclosure or caused by any omission or alleged omission to state in such Cap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (v) If permitted by Trustee and Depositor reasonably requests, Bear Xxxxxxx shall provide such other information as may be necessary for Depositor to comply with Item 1115 of Regulation AB, any required Swap Financial Disclosure may . (vi) Each of the Trustee and Depositor shall be provided by incorporation by reference from reports filed pursuant an express third party beneficiary of this Agreement as if a party hereto to the Exchange Act. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each extent of the rating agencies then providing a rating of Trustee's and the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any CertificatesDepositor's rights explicitly specified in this Part 5(l).

Compliance with Regulation AB. (i) NGFP DBAG agrees and acknowledges that Nomura Asset Acceptance Corporation Ace Securities Corp. (“NAACACE”) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding NGFP DBAG or its group of affiliated entities, if applicable, depending on the aggregate “significance significant percentage” of this Agreement and any other derivative contracts between NGFP DBAG or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC ACE requests from NGFP DBAG the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACACE, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPDBAG, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor ACE the current Swap Financial Disclosure in an XXXXX-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to the Depositor ACE to incorporation by reference of such current Swap Financial Disclosure that are as is filed with the Securities and Exchange Commission in the reports Exchange Act Reports of the Trust filed pursuant to the Exchange ActACE, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference in the Exchange Act Reports of ACE of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the DepositorDisclosure, and (c) provide to the Depositor ACE any updated Swap Financial Disclosure with respect to NGFP DBAG or any entity that consolidates NGFP DBAG within five days of the release of any such updated Swap Financial Disclosure;, ; (b2) secure another entity to replace NGFP DBAG as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefortherefore) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c3) obtain a guaranty of NGFPthe DBAG’s obligations under this Agreement from an affiliate of NGFP the DBAG, subject to the Rating Agency Condition, that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) DBAG and the primary obligor under any Credit Support Document agree that, in the event that DBAG provides Swap Financial Disclosure to ACE in accordance with Part 13(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to ACE in accordance with Part 13(iii)(c), DBAG and such primary obligor will indemnify and hold harmless ACE, its respective directors or officers and any person controlling ACE, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of this provision, “Rating Agency Condition” means, with respect to a material fact contained in such Swap Financial Disclosure or caused by any particular proposed act omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact, when considered in conjunction with any other information regarding Party A or the party acting derivative instrument being written by Party A in the final prospectus for ACE-2006-ASAP3, required to be stated therein or failing necessary to act must consult with each make the statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP BNY agrees and acknowledges that Nomura Asset Acceptance Corporation Residential Funding Company, LLC (“NAAC”) is the "SPONSOR"), Residential Funding Mortgage Securities I, Inc. (the "DEPOSITOR"), or their affiliates are required under Regulation AB under the Securities Act of 1933, as amended, 1933 and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation "REGULATION AB”"), to disclose certain financial information regarding NGFP or its group of affiliated entities, if applicable, BNY depending on the aggregate “applicable "significance percentage” of this Agreement and any other derivative contracts between NGFP or its group of affiliated entities, if applicable, and Counterparty, as ," calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”"DISCLOSURE EVENT") if, on any Business Day after the date hereof, NAAC Sponsor or Depositor requests from NGFP BNY the applicable financial information described in Item 1115 1115(b) of Regulation AB (such request to be based on a reasonable determination by NAAC, in good faith, that such information is required under Regulation ABthe "REG AB FINANCIAL DISCLOSURE"). Within five (5) (the “Swap Financial Disclosure”). (iii) Upon Business Days of the occurrence of a Swap Reg AB Disclosure Event, NGFPBNY, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor Sponsor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Reg AB Financial Disclosure;, or (b) secure another entity to replace NGFP BNY as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements requirement of Item 1115 1115(b) of Regulation Reg AB, or (c) obtain a guaranty of NGFP’s obligations under this Agreement from an affiliate of NGFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Reg AB Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iii) BNY, the Sponsor and the Depositor acknowledge and agree that the purpose of this provisionparagraph 4(9) is to facilitate compliance by the Sponsor and the Depositor with the provisions of Regulation AB and related rules and regulations of the Securities and Exchange Commission (the "COMMISSION"). The Sponsor and Depositor shall not exercise their right to request delivery of information under these provisions other than in good faith, “Rating Agency Condition” meansor for purposes other than compliance with Regulation AB and the related rules and regulations of the Commission. (iv) BNY shall indemnify the Sponsor and the Depositor, with respect to each affiliate of the Sponsor and the Depositor, each Person who controls any particular proposed act or omission to act hereunder that of such parties (within the party acting or failing to act must consult with meaning of Section 15 of the Securities Act of 1933 and Section 20 of the Securities Exchange Act of 1934), and the respective present and former directors, officers, employees and agents of each of the rating agencies then providing foregoing, and shall hold each of them harmless from and against any losses, damages, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon any untrue statement of a rating material fact contained or alleged to be contained in any Reg AB Financial Disclosure provided by or on behalf of BNY, or the omission or alleged omission to state in the Reg AB Financial Disclosure a material fact required to be stated in the Reg AB Financial Disclosure or necessary in order to make the statements therein, in the light of the Certificates and receive from each such rating agency a prior written confirmation that circumstances under which they were made, not misleading. (v) In the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating case of any Certificatesfailure of performance described in clause (ii) of this paragraph 4(9), BNY shall promptly reimburse the Sponsor, the Depositor or their affiliates for all costs reasonably incurred by either party on account of BNY's failure to provide the Reg AB Financial Disclosure as required by clause (ii) of this paragraph 4(9).

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Asset Acceptance Corporation Xxxxxxx Xxxxx Mortgage Investors, Inc. (“NAAC”"MLMI") is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (“"Regulation AB”"), to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “"significance percentage” " of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap cap disclosure event (“Swap "Cap Disclosure Event”") if, on any Business Day after the date hereof, NAAC MLMI requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACMLMI, in good faith, that such information is required under Regulation AB) (the “Swap "Cap Financial Disclosure”"). (iii) Upon the occurrence of a Swap Cap Disclosure Event, NGFPBSFP, at its own expense, shall (a) (1)(a) either (i) provide to MLMI the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Cap Financial Disclosure;, (b) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds Required Ratings (and which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFP’s the BSFP's obligations under this Agreement from an affiliate of NGFP the BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of N-1-11 Reference Number: FXNEC8829 LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust, Series 2006-7 November 3, 2006 Page 12 of 16 Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Cap Provider, and cause such affiliate to provide Swap Cap Financial Disclosure. If permitted by Regulation AB, any required Swap Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) BSFP agrees that, in the event that BSFP provides Cap Financial Disclosure to MLMI in accordance with Section 12(iii)(a) or causes its affiliate to provide Cap Financial Disclosure to MLMI in accordance with Section 12(iii)(c), it will indemnify and hold harmless MLMI, its respective directors or officers and any person controlling MLMI, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of this provision, “Rating Agency Condition” means, with respect to a material fact contained in such Cap Financial Disclosure or caused by any particular proposed act omission or alleged omission to act hereunder that state in such Cap Financial Disclosure a material fact required to be stated therein or necessary to make the party acting or failing to act must consult with each statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Asset Acceptance Corporation Ace Securities Corp. (“NAACACE”) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC ACE requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACACE, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPBSFP, at its own expense, shall (a) (1)(a) either (i) provide to ACE the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and or which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFPthe BSFP’s obligations under this Agreement from an affiliate of NGFP the BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap ProviderBSFP, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) BSFP agrees that, in the event that BSFP provides Swap Financial Disclosure to ACE in accordance with Section 15(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to ACE in accordance with Section 15(iii)(c), it will indemnify and hold harmless ACE, its respective directors or officers and any person controlling ACE, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of this provision, “Rating Agency Condition” means, with respect to a material fact contained in such Swap Financial Disclosure or caused by any particular proposed act omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the party acting or failing to act must consult with each statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP agrees and acknowledges Party A has been advised by Party B that Nomura Asset Acceptance Corporation Capital One Auto Receivables, LLC (the “NAACSeller”) is and Party B are required under Regulation AB under the Securities Act of 1933, as amended, 1933 and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain information regarding Party A. Such information may include financial information regarding NGFP or its group of affiliated entities, if applicable, depending on to the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with extent required under Item 1115 of Regulation AB. (ii) It If required, upon written request, Party A shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after provide to Party B or the date hereof, NAAC requests from NGFP Seller the applicable financial information described in under Item 1115 1115(b) of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of a written request for such request to be based on a reasonable determination Reg AB Financial Information by NAACthe Seller or Party B (the “Response Period”), so long as the Seller or Party B has reasonably determined, in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A shall promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period, find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and the Insurer and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Swap Financial DisclosureReg AB Approved Entity”). Party A shall continue to perform its obligations and use reasonable efforts to find a Reg AB Approved Entity until a suitable substitute is in place. The cost of finding and transferring its rights and obligations to a Reg AB Approved Entity shall be borne by Party A. The failure of Party A to comply with its obligation to find a replacement counterparty as described in the preceding paragraph will result in an Additional Termination Event under Part 1(o)(i)(A) of this Agreement. In the event of an Early Termination Date in respect of the foregoing Additional Termination Event and the entering into by Party B of alternative swap arrangements, Party A shall pay all reasonable out-of-pocket expenses, including legal fees and stamp taxes, relating to the entering into of such alternative swap arrangements. (iii) Upon If Party B or the occurrence Seller request (in writing) the Reg AB Financial Information from Party A, then the Seller or Party B will promptly (and in any event within one (1) Business Day of a Swap Disclosure Event, NGFP, at its own expense, shall (a) (1)(a) either (ithe date of the request for the Reg AB Financial Information) provide to Party A with a written explanation of how the Depositor significance percentage was calculated. (iv) Party A represents and warrants that (A) the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to statements under the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, or (c) obtain a guaranty of NGFP’s obligations under this Agreement from an affiliate of NGFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes of this provision, heading “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any Certificates.

Compliance with Regulation AB. (i) NGFP DBAG agrees and acknowledges that Nomura Asset Acceptance Corporation Argent Securities Inc. (“NAACASI”) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding NGFP DBAG or its group of affiliated entities, if applicable, depending on the aggregate “significance significant percentage” of this Agreement and any other derivative contracts between NGFP DBAG or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC ASI requests from NGFP DBAG the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACASI, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPDBAG, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor ASI the current Swap Financial Disclosure in an XXXXX-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to the Depositor ASI to incorporation by reference of such current Swap Financial Disclosure that are as is filed with the Securities and Exchange Commission in the reports Exchange Act Reports of the Trust filed pursuant to the Exchange ActASI, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference in the Exchange Act Reports of ASI of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the DepositorDisclosure, and (c) provide to the Depositor ASI any updated Swap Financial Disclosure with respect to NGFP DBAG or any entity that consolidates NGFP DBAG within five days of the release of any such updated Swap Financial Disclosure;, ; (b2) secure another entity to replace NGFP DBAG as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefortherefore) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c3) obtain a guaranty of NGFPthe DBAG’s obligations under this Agreement from an affiliate of NGFP the DBAG, subject to the Rating Agency Condition, that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) DBAG and the primary obligor under any Credit Support Document agree that, in the event that DBAG provides Swap Financial Disclosure to ASI in accordance with Part 13(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to ASI in accordance with Part 13(iii)(c), DBAG and such primary obligor will indemnify and hold harmless ASI, its respective directors or officers and any person controlling ASI, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of this provision, “Rating Agency Condition” means, with respect to a material fact contained in such Swap Financial Disclosure or caused by any particular proposed act omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact, when considered in conjunction with any other information regarding Party A or the party acting derivative instrument being written by Party A in the final prospectus for Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 2006-M1, required to be stated therein or failing necessary to act must consult with each make the statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP DBAG agrees and acknowledges that Nomura Asset Acceptance Corporation Ace Securities Corp. (“NAACACE”) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding NGFP DBAG or its group of affiliated entities, if applicable, depending on the aggregate “significance significant percentage” of this Agreement and any other derivative contracts between NGFP DBAG or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC ACE requests from NGFP DBAG the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACACE, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPDBAG, at its own expense, shall (a) (1)(a) either (i) provide to ACE the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP DBAG as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefortherefore) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFPthe DBAG’s obligations under this Agreement from an affiliate of NGFP the DBAG, subject to the Rating Agency Condition, that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) DBAG and the primary obligor under any Credit Support Document agree that, in the event that DBAG provides Swap Financial Disclosure to ACE in accordance with Part 13(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to ACE in accordance with Part 13(iii)(c), DBAG and such primary obligor will indemnify and hold harmless ACE, its respective directors or officers and any person controlling ACE, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of this provision, “Rating Agency Condition” means, with respect to a material fact contained in such Swap Financial Disclosure or caused by any particular proposed act omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact, when considered in conjunction with any other information regarding Party A or the party acting derivative instrument being written by Party A in the final prospectus for ACE-2006-ASL1, required to be stated therein or failing necessary to act must consult with each make the statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP Bear Xxxxxxx agrees and acknowledges that Nomura Asset Acceptance Corporation Xxxxxxx Xxxxx Mortgage Investors, Inc. (“NAAC”the "DEPOSITOR") is required under Regulation AB as defined under the Securities Act of 1933, as amended, Pooling and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”)Servicing Agreement, to disclose certain financial information regarding NGFP Bear Xxxxxxx or its group of affiliated entities, if applicable, depending on the aggregate “"significance percentage” " of this Agreement and any other derivative contracts between NGFP Bear Xxxxxxx or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”"SWAP DISCLOSURE EVENT") if, on any Business Day after the date hereof, NAAC the Depositor requests from NGFP Bear Xxxxxxx the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACDepositor, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”"SWAP FINANCIAL DISCLOSURE"). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPBear Xxxxxxx, within 10 calendar days, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in an XXXXX-compatible format (for example, such information may be provided in Microsoft Word® Word(R) or Microsoft Excel® Excel(R) format but not in .pdf format) or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s 's report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP Bear Xxxxxxx or any entity that consolidates NGFP Bear Xxxxxxx within five days of the release of any such updated Swap Financial Disclosure;, ; (b2) secure another entity to replace NGFP Bear Xxxxxxx as party by way of Permitted Transfer, to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating AgenciesAgreement, which entity (or a guarantor therefor) meets or exceeds the Xxxxx'x Approved Rating Ratings Thresholds (and S&P Approved Ratings Threshold and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB, or (c3) obtain a guaranty of NGFP’s Bear Xxxxxxx' obligations under this Agreement from an affiliate of NGFP Bear Xxxxxxx that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure, such that disclosure provided in respect of the such affiliate will satisfy any disclosure requirements applicable to the Swap Provider. (iv) Bear Xxxxxxx agrees that, and cause such in the event that Bear Xxxxxxx provides Swap Financial Disclosure to Depositor in accordance with Part 5(l)(iii)(1) or causes its affiliate to provide Swap Financial Disclosure. If permitted Disclosure to Depositor in accordance with clause Part 5(l)(iii)(3), it will indemnify and hold harmless Depositor, its respective directors or officers and any person controlling Depositor, from and against any and all losses, claims, damages and liabilities caused by Regulation AB, any required untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (v) If Supplemental Interest Trust Trustee and Depositor reasonably requests, Bear Xxxxxxx shall provide such other information as may be provided by incorporation by reference from reports filed pursuant necessary for Depositor to comply with Item 1115 of Regulation AB. (vi) Each of the Supplemental Interest Trust Trustee and Depositor shall be an express third party beneficiary of this Agreement as if a party hereto to the Exchange Act. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each extent of the rating agencies then providing a rating of Supplemental Interest Trust Trustee's and the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any CertificatesDepositor's rights explicitly specified in this Part 5(l).

Compliance with Regulation AB. (i) NGFP agrees Section 12.1 Intent of the Parties; Reasonableness 56 APPENDIX A Definitions and acknowledges that Nomura Asset Acceptance Corporation (“NAAC”) is required under Regulation AB under the Securities Act Usage SCHEDULE A Schedule of 1933Trust Student Loans SCHEDULE B Location of Trust Student Loan Files EXHIBIT A Form of Note EXHIBIT B Form of Note Depository Agreement EXHIBIT C Servicing Criteria to be Addressed in Assessment of Compliance INDENTURE, dated as amendedof November 27, and the Securities Exchange Act of 19342007, as amended among SLC STUDENT LOAN TRUST 2007-2, a Delaware statutory trust (the “Exchange Act”) (“Regulation ABIssuer”), to disclose certain financial information regarding NGFP or CITIBANK, N.A., a national banking association, not in its group individual capacity but solely as eligible lender trustee on behalf of affiliated entitiesthe Issuer (in such capacity, if applicablethe “Eligible Lender Trustee”), depending on U.S. BANK NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as indenture trustee (in such capacity, the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP or its group of affiliated entities, if applicableIndenture Trustee”), and CounterpartyCITIBANK, N.A., a national banking association, not in its individual capacity but solely as indenture administrator (in such capacity, the “Indenture Administrator”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the holders of the Issuer’s Student Loan Asset-Backed Notes (the “Notes”): The Issuer and, with respect to the Trust Student Loans, the Eligible Lender Trustee hereby Grant to the Indenture Trustee, as calculated trustee for the benefit of the Noteholders, effective as of the Closing Date all of their right, title and interest in and to the following: (a) the Trust Student Loans, and all obligations of the Obligors thereunder including all moneys accrued and paid thereunder on or after the Cutoff Date and all guaranties and other rights relating to the Trust Student Loans; (b) the Servicing Agreement, including the right of the Issuer to cause the Servicer to purchase Trust Student Loans from the Issuer under circumstances described therein; (c) the Sale Agreement, including the right of the Issuer to cause the Depositor to repurchase Trust Student Loans from the Issuer under the circumstances described therein and including the rights of the Depositor under the Purchase Agreements; (d) the Purchase Agreement, to the extent that the rights of the Depositor thereunder have been assigned to the Issuer pursuant to the Sale Agreement, including the right of the Depositor to cause SLC to repurchase Trust Student Loans from the Depositor under the circumstances described in the Purchase Agreement; (e) the Administration Agreement; (f) each Guarantee Agreement, including the right of the Issuer to cause the related Guarantor to make Guarantee Payments in respect of the Trust Student Loans; (g) the Trust Accounts and all funds on deposit from time to time in accordance with Item 1115 of Regulation AB.the Trust Accounts, including the Reserve Account Initial Deposit, the Capitalized Interest Account Initial Deposit, the Add-On Consolidation Loan Account Initial Deposit and the Collection Account Initial Deposit, if any, and all investments and proceeds thereof (including all income thereon); and (iih) It shall be a swap disclosure event (“Swap Disclosure Event”) ifall present and future claims, on any Business Day after the date hereofdemands, NAAC requests from NGFP the applicable financial information described causes and choses in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAAC, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFP, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, or (c) obtain a guaranty of NGFP’s obligations under this Agreement from an affiliate of NGFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided action in respect of any or all of the affiliate will satisfy foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any disclosure requirements applicable or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, general intangibles, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as indenture trustee on behalf of the Noteholders, acknowledges such Xxxxx, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the Swap Provider, and cause such affiliate best of its ability to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure the end that the interests of the Noteholders may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the rating agencies then providing a rating of the Certificates adequately and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any Certificateseffectively protected.

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Asset Acceptance Corporation Merrill Lynch Mortgage Investors, Inc., Series 2006-RM1 (“NAAC”"MLMI") is required under rexxxxxx uxxxx Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (“"Regulation AB”"), to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “"significance percentage” " of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) . It shall be a swap disclosure event (“"Swap Disclosure Event”") if, on any Business Day after the date hereof, NAAC MLMI requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACMLMI, in good faith, that such information is required under Regulation AB) (the “"Swap Financial Disclosure”"). (iii) . Upon the occurrence of a Swap Disclosure Event, NGFPBSFP, at its own expense, shall (a) (1)(a) either (i) provide to MLMI the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and or which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFP’s the BSFP's obligations under this Agreement from an affiliate of NGFP the BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes BSFP agrees that, in the event that BSFP provides Swap Financial Disclosure to MLMI in accordance with Section 14(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to MLMI in accordance with Section 14(iii)(a), it will indemnify and hold harmless MLMI, its respective directors or officers and any person controlling MLMI, from and against any and all Reference Number: LaSalle Bank, National Association, as Trustee for Merrill Lynch Mortgage Investors, Inc., Series 2006-RM1 March 21, 2006 Xxxx 02 xx 04 losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of this provision, “Rating Agency Condition” means, with respect to a material fact contained in such Swap Financial Disclosure or caused by any particular proposed act omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the party acting or failing to act must consult with each statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP Wachovia agrees and acknowledges that Nomura Mortgage Asset Acceptance Corporation Securitization Transactions, Inc. (the “NAACDepositor”) is may be required under Regulation AB under the Securities Act of 1933AB, as amended, defined in the Pooling and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”)Servicing Agreement, to disclose certain financial information regarding NGFP Wachovia or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP Wachovia or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereofhereof for so long as the issuing entity is required to file periodic reports under the Exchange Act with respect to the Certificates, NAAC Counterparty or the Depositor requests from NGFP Wachovia the applicable financial information described in Item 1115 1115(b) of Regulation AB (such request to be based on a reasonable determination by NAACthe Depositor, based on "significance estimates" made in good faithsubstantially the same manner as that used in the Sponsor's internal risk management process in respect of similar instruments and furnished by the Sponsor to the Depositor, or if the Sponsor does not furnish such significance estimates to the Depositor, based on a determination of such significance estimates by the Depositor in a manner that such information is required under Regulation ABit deems reasonable) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPWachovia, at its own expense, within ten (10) calendar days, shall (a) either (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in an XXXXX-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports Exchange Act Reports of the Trust filed pursuant to the Exchange ActDepositor, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference in the Exchange Act Reports of the Depositor of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the DepositorDisclosure, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP Wachovia or any entity that consolidates NGFP Wachovia within five days of the release of any such updated Swap Financial Disclosure;; (2) subject to the Rating Agency Condition, (b) secure another entity to replace NGFP Wachovia as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating AgenciesAgreement, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) and which entity is able to comply complies with the requirements of Item 1115 of Regulation ABAB and clause (1) above, or (c3) subject to the Rating Agency Condition, obtain a guaranty of NGFPWachovia’s obligations under this Agreement from an affiliate of NGFP Wachovia that is able to comply complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of the such affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate or (4) transfer Eligible Collateral to Counterparty's Custodian in an amount (taking into account any amount posted pursuant to paragraph (o) of this Agreement, if any) which is sufficient, as reasonably determined in good faith by the Depositor, to reduce the aggregate significance percentage below 10% (or, so long as Wachovia is able to provide the Swap Financial Disclosure. If permitted by Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, any required below 20%, in the event Wachovia is requested to provide the Swap Financial Disclosure may be provided by incorporation by reference from reports filed required pursuant to the Exchange ActItem 1115(b)(2) of Regulation AB). (iv) Third Party Beneficiary. For purposes Depositor shall be an express third party beneficiary of this provision, “Rating Agency Condition” means, with respect Agreement as if a party hereto to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each extent of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any CertificatesDepositor’s rights explicitly specified herein.

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Asset Acceptance Corporation Merrill Lynch Mortgage Investors, Inc. (“NAAC”"MLMI") is required under Regulation xxxxx Xexxxxxion AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (“"Regulation AB”"), to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “"significance percentage” " of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap cap disclosure event (“Swap "Cap Disclosure Event”") if, on any Business Day after the date hereof, NAAC MLMI requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACMLMI, in good faith, that such information is required under Regulation AB) (the “Swap "Cap Financial Disclosure”"). (iii) Upon the occurrence of a Swap Cap Disclosure Event, NGFPBSFP, at its own expense, shall (a) (1)(a) either (i) provide to MLMI the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Cap Financial Disclosure;, (b) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFP’s the BSFP's obligations under this Agreement from an affiliate of NGFP the BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Cap Provider, and cause such affiliate to provide Swap Cap Financial Disclosure. If permitted by Regulation AB, any required Swap Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) BSFP agrees that, in the event that BSFP provides Cap Financial Disclosure to MLMI in accordance with Section 13(iii)(a) or causes its affiliate to provide Cap Financial Disclosure to MLMI in accordance with Section 13(iii)(a), it will indemnify and hold harmless MLMI, its respective directors or officers and any person controlling MLMI, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of this provision, “Rating Agency Condition” means, with respect to a material fact contained in such Cap Financial Disclosure or caused by any particular proposed act omission or alleged omission to act hereunder that state in such Cap Financial Disclosure a material fact required to be stated therein or necessary to make the party acting or failing to act must consult with each statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP Party A agrees and acknowledges that Nomura Mortgage Asset Acceptance Corporation Securitization Transactions, Inc. (“NAACMASTR”) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding NGFP or its group of affiliated entities, if applicableParty A, depending on the aggregate “significance percentageSignificance Percentage” of all Transactions under this Agreement and Agreement, together with any other transactions that fall within the meaning of “derivative contracts contracts” for the purposes of Item 1115 of Regulation AB between NGFP or its group of affiliated entities, if applicable, Party A and CounterpartyParty B, as calculated from time to time in accordance with Item 1115 of Regulation ABthe Calculation Methodology (as defined below). (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC requests from NGFP MASTR notifies Party A that the applicable financial information described Significance Percentage has reached one of the thresholds for significance of derivative contracts set forth in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACMASTR, in good faithfaith and using the Calculation Methodology, that of such information is required under Regulation AB) (the “Swap Financial Disclosure”Significance Percentage). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPParty A, at its own expense, shall (a) (1)(a) either (i) provide to MASTR the Depositor the current applicable Swap Financial Disclosure in Microsoft Word® (as defined below). (iv) In the alternative to subparagraph (iii) above, upon the occurrence of a Swap Disclosure Event or Microsoft Excel® format or at any time after complying with subparagraph (iiiii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities above, Party A may, at its option and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Actat its own expense, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (ba) secure another entity to replace NGFP Party A as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap theRelevant Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and or which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (cb) obtain a guaranty of NGFPthe Party A’s obligations under this Agreement from an affiliate of NGFP the Party A that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by reference to or incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (v) Party A agrees that, in the event that Party A provides Swap Financial Disclosure to MASTR in accordance with paragraph (iii) above or causes its affiliate to provide Swap Financial Disclosure to MASTR in accordance with paragraph (iv)(b) above, it will indemnify and hold harmless MASTR, its respective directors or officers and any person controlling MASTR, from and against any and all losses, claims, damages and liabilities (any “Damage”) caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however that the foregoing shall not apply to any Damage caused by the negligence or any willful action of MASTR or any other party (other than Party A or any of its affiliates or any of their respective agents), including without limitation any failure to calculate the Significance Percentage according to the terms of this provisionAgreement or to make any filing as and when required under Regulation AB. (vi) MASTR shall be an express third party beneficiary of this Agreement as if it were a party hereto to the extent of MASTR’s rights explicity specified herein. (vii) In the event that UBS AG provides the information referred to above, “Rating Agency Condition” means, with respect such information shall be provided on the date that is the later of (i) five (5) Business Days after the Swap Disclosure Event or (ii) 5 Business Days after the relevant Distribution Date for which the Trust Administrator will be required to any particular proposed act or omission to act hereunder that file a Form 10-D. For the party acting or failing to act must consult with each of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any Certificates.purposes hereof:

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Mortgage Asset Acceptance Corporation Securitization Transactions, Inc. (“NAACMASTR”) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC MASTR requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACMASTR, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPBSFP, at its own expense, shall (a1) (1)(aa) either (i) provide to the Depositor MASTR the current Swap Financial Disclosure in an XXXXX-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to the Depositor MASTR to incorporation by reference of such current Swap Financial Disclosure that as are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the DepositorMASTR, and (c) provide to the Depositor MASTR any updated Swap Financial Disclosure with respect to NGFP BSFP or any entity that consolidates NGFP BSFP within five days of the release of any such updated Swap Financial Disclosure;; , (b2) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c3) obtain a guaranty of NGFPthe BSFP’s obligations under this Agreement from an affiliate of NGFP the BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) BSFP agrees that, in the event that BSFP provides Swap Financial Disclosure to MASTR in accordance with clause (iii)(a) of this provisionparagraph 18 or causes its affiliate to provide Swap Financial Disclosure to MASTR in accordance with clause (iii)(c) of paragraph 18, “Rating Agency Condition” meansit will indemnify and hold harmless MASTR, with respect to its respective directors or officers and any particular proposed act person controlling MASTR, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the party acting or failing to act must consult with each statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP Wachovia agrees and acknowledges that Nomura Structured Asset Acceptance Corporation Mortgage Investments II Inc. (“NAAC”the "Depositor") is may be required under Regulation AB under the Securities Act of 1933AB, as amended, defined in the Pooling and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”)Servicing Agreement, to disclose certain financial information regarding NGFP Wachovia or its group of affiliated entities, if applicable, depending on the aggregate “"significance percentage” " of this Agreement and any other derivative contracts between NGFP Wachovia or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“"Swap Disclosure Event”") if, on any Business Day after the date hereofhereof for so long as the Issuing Entity is required to file periodic reports under the Exchange Act with respect to the Certificates, NAAC Counterparty or the Depositor requests from NGFP Wachovia the applicable financial information described in Item 1115 1115(b) of Regulation AB (such request to be based on a reasonable determination by NAACthe Depositor, based on "significance estimates" made in good faithsubstantially the same manner as that used in the Sponsor's internal risk management process in respect of similar instruments and furnished by the Sponsor to the Depositor, or if the Sponsor does not furnish such significance estimates to the Depositor, based on a determination of such significance estimates by the Depositor in a manner that such information is required under Regulation ABit deems reasonable) (the “"Swap Financial Disclosure”"). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPWachovia, at its own expense, shall (a) either (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in an XXXXX-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports Exchange Act Reports of the Trust filed pursuant to the Exchange Act, Wachovia (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference in the Exchange Act Reports of the Depositor of such accounting firm’s 's report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the DepositorDisclosure, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP Wachovia or any entity that consolidates NGFP Wachovia within five days of the release of any such updated Swap Financial Disclosure;, ; (b2) secure another entity to replace NGFP Wachovia as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating AgenciesAgreement, which entity (or a guarantor therefortherefore) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) and which entity is able to comply complies with the requirements of Item 1115 of Regulation ABAB and clause (1) above, or (c3) obtain a guaranty of NGFP’s Wachovia's obligations under this Agreement from an affiliate of NGFP Wachovia that is able to comply complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of the such affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate or (4) transfer Eligible Collateral to Counterparty's Custodian in an amount (taking into account any amount posted pursuant to paragraph (o) of this Agreement, if any) which is sufficient, as reasonably determined in good faith by the Depositor, to reduce the aggregate significance percentage below 10% (or, so long as Wachovia is able to provide the Swap Financial Disclosure. If permitted by Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, any required below 20%, in the event Wachovia is requested to provide the Swap Financial Disclosure may be provided by incorporation by reference from reports filed required pursuant to the Exchange Act. For purposes Item 1115(b)(2) of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any CertificatesRegulation AB).

Compliance with Regulation AB. (i) NGFP DBAG agrees and acknowledges that Nomura Asset Acceptance Corporation (“NAAC”) the Depositor is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding NGFP DBAG or its group of affiliated entities, if applicable, depending on the aggregate “significance significant percentage” of this Agreement and any other derivative contracts between NGFP DBAG or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC the Depositor requests from NGFP DBAG the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACthe Depositor, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPDBAG, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP DBAG as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefortherefore) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFPthe DBAG’s obligations under this Agreement from an affiliate of NGFP the DBAG, subject to the Rating Agency Condition, that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) DBAG and the primary obligor under any Credit Support Document agree that, in the event that DBAG provides Swap Financial Disclosure to the Depositor in accordance with Part 13(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to the Depositor in accordance with Part 13(iii)(c), DBAG and such primary obligor will indemnify and hold harmless the Depositor, its respective directors or officers and any person controlling the Depositor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of this provision, “Rating Agency Condition” means, with respect to a material fact contained in such Swap Financial Disclosure or caused by any particular proposed act omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact, when considered in conjunction with any other information regarding Party A or the party acting derivative instrument being written by Party A in the final prospectus for the Depositor-2006-SL1, required to be stated therein or failing necessary to act must consult with each make the statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Asset Acceptance Corporation Merrill Lynch Mortgage Investors, Inc., Series 2006-RM1 Reference Nxxxxx: LxXxxxe Bank, National Association, as Trustee for Merrill Lynch Mortgage Investors, Inc., Series 2006-RM1 March 21, 2006 Xxxx 01 xx 04 (“NAAC”"MLMI") is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (“"Regulation AB”"), to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “"significance percentage” " of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) . It shall be a swap disclosure event (“"Swap Disclosure Event”") if, on any Business Day after the date hereof, NAAC MLMI requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACMLMI, in good faith, that such information is required under Regulation AB) (the “"Swap Financial Disclosure”"). (iii) . Upon the occurrence of a Swap Disclosure Event, NGFPBSFP, at its own expense, shall (a) (1)(a) either (i) provide to MLMI the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and or which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFP’s the BSFP's obligations under this Agreement from an affiliate of NGFP the BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes BSFP agrees that, in the event that BSFP provides Swap Financial Disclosure to MLMI in accordance with Section 14(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to MLMI in accordance with Section 14(iii)(a), it will indemnify and hold harmless MLMI, its respective directors or officers and any person controlling MLMI, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of this provision, “Rating Agency Condition” means, with respect to a material fact contained in such Swap Financial Disclosure or caused by any particular proposed act omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the party acting or failing to act must consult with each statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP DBAG agrees and acknowledges that Nomura Asset Acceptance Corporation Ace Securities Corp. (“NAACACE”) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding NGFP DBAG or its group of affiliated entities, if applicable, depending on the aggregate “significance significant percentage” of this Agreement and any other derivative contracts between NGFP DBAG or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC ACE requests from NGFP DBAG the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACACE, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPDBAG, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor ACE the current Swap Financial Disclosure in an XXXXX-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to the Depositor ACE to incorporation by reference of such current Swap Financial Disclosure that are as is filed with the Securities and Exchange Commission in the reports Exchange Act Reports of the Trust filed pursuant to the Exchange ActACE, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference in the Exchange Act Reports of ACE of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the DepositorDisclosure, and (c) provide to the Depositor ACE any updated Swap Financial Disclosure with respect to NGFP DBAG or any entity that consolidates NGFP DBAG within five days of the release of any such updated Swap Financial Disclosure;, ; (b2) secure another entity to replace NGFP DBAG as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefortherefore) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply complies with the requirements of Item 1115 of Regulation AB, including providing the information contemplated by Part 13(iii)(1) above, or (c3) obtain a guaranty of NGFPthe DBAG’s obligations under this Agreement from an affiliate of NGFP the DBAG, subject to the Rating Agency Condition, that is able to comply complies with the financial information disclosure requirements of Item 1115 of Regulation AB, including providing the information contemplated by Part 13(iii)(1) above, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap ProviderDBAG, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) DBAG and the primary obligor under any Credit Support Document agree that, in the event that DBAG provides Swap Financial Disclosure to ACE in accordance with Part 13(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to ACE in accordance with Part 13(iii)(c), DBAG and such primary obligor will indemnify and hold harmless ACE, its respective directors or officers and any person controlling ACE, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of this provision, “Rating Agency Condition” means, with respect to a material fact contained in such Swap Financial Disclosure or caused by any particular proposed act omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact, when considered in conjunction with any other information regarding Party A or the party acting derivative instrument being written by Party A in the final prospectus for ACE-2006-SL4, required to be stated therein or failing necessary to act must consult with each make the statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP Bear Xxxxxxx agrees and acknowledges that Nomura Asset Acceptance Corporation Xxxxxxx Xxxxx Mortgage Investors, Inc. (“NAAC”the "DEPOSITOR") is required under Regulation AB as defined under the Securities Act of 1933, as amended, Pooling and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”)Servicing Agreement, to disclose certain financial information regarding NGFP Bear Xxxxxxx or its group of affiliated entities, if applicable, depending on the aggregate “"significance percentage” " of this Agreement and any other derivative contracts between NGFP Bear Xxxxxxx or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap cap disclosure event (“Swap Disclosure Event”"CAP DISCLOSURE EVENT") if, on any Business Day after the date hereof, NAAC the Depositor requests from NGFP Bear Xxxxxxx the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACDepositor, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”"CAP FINANCIAL DISCLOSURE"). (iii) Upon the occurrence of a Swap Cap Disclosure Event, NGFPBear Xxxxxxx, within 10 calendar days, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor the current Swap Cap Financial Disclosure in an XXXXX-compatible format (for example, such information may be provided in Microsoft Word® Word(R) or Microsoft Excel® Excel(R) format but not in .pdf format) or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Cap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s 's report relating to their audits of such current Swap Cap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Cap Financial Disclosure with respect to NGFP Bear Xxxxxxx or any entity that consolidates NGFP Bear Xxxxxxx within five days of the release of any such updated Swap Cap Financial Disclosure;, ; (b2) secure another entity to replace NGFP Bear Xxxxxxx as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating AgenciesAgreement, which entity (or a guarantor therefor) meets or exceeds the Moody's Approved Rating Ratings Thresholds (and S&P Approved Ratings Threshold and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB, or (c3) obtain a guaranty of NGFP’s Bear Xxxxxxx' obligations under this Agreement from an affiliate of NGFP Bear Xxxxxxx that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Cap Financial Disclosure and any future Cap Financial Disclosure, such that disclosure provided in respect of the such affiliate will satisfy any disclosure requirements applicable to the Swap Cap Provider. (iv) Bear Xxxxxxx agrees that, and cause such in the event that Bear Xxxxxxx provides Cap Financial Disclosure to Depositor in accordance with Part 5(l)(iii)(1) or causes its affiliate to provide Swap Cap Financial Disclosure. Disclosure to Depositor in accordance with clause Part 5(l)(iii)(3), it will indemnify and hold harmless Depositor, its respective directors or officers and any person controlling Depositor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Cap Financial Disclosure or caused by any omission or alleged omission to state in such Cap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (v) If permitted by Supplemental Interest Trust Trustee and Depositor reasonably requests, Bear Xxxxxxx shall provide such other information as may be necessary for Depositor to comply with Item 1115 of Regulation AB, any required Swap Financial Disclosure may . (vi) Each of the Supplemental Interest Trust Trustee and Depositor shall be provided by incorporation by reference from reports filed pursuant an express third party beneficiary of this Agreement as if a party hereto to the Exchange Act. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each extent of the rating agencies then providing a rating of Supplemental Interest Trust Trustee's and the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any CertificatesDepositor's rights explicitly specified in this Part 5(l).

Compliance with Regulation AB. (i) NGFP DBAG agrees and acknowledges that Nomura Asset Acceptance Corporation Ace Securities Corp. (“NAACACE”) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding NGFP DBAG or its group of affiliated entities, if applicable, depending on the aggregate “significance significant percentage” of this Agreement and any other derivative contracts between NGFP DBAG or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC ACE requests from NGFP DBAG the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACACE, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPDBAG, at its own expense, shall (a) (1)(a) either (i) provide to ACE the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP DBAG as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefortherefore) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFPthe DBAG’s obligations under this Agreement from an affiliate of NGFP the DBAG, subject to the Rating Agency Condition, that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) DBAG and the primary obligor under any Credit Support Document agree that, in the event that DBAG provides Swap Financial Disclosure to ACE in accordance with Part 13(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to ACE in accordance with Part 13(iii)(c), DBAG and such primary obligor will indemnify and hold harmless ACE, its respective directors or officers and any person controlling ACE, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of this provision, “Rating Agency Condition” means, with respect to a material fact contained in such Swap Financial Disclosure or caused by any particular proposed act omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact, when considered in conjunction with any other information regarding Party A or the party acting derivative instrument being written by Party A in the final prospectus for ACE-2006-ASAP2, required to be stated therein or failing necessary to act must consult with each make the statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Asset Acceptance Corporation Indymac MBS, Inc. (the “NAACDepositor”) is required under Regulation AB as defined under the Securities Act of 1933, as amended, Pooling and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”)Servicing Agreement, to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC the Depositor requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACthe Depositor, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPBSFP, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in an EXXXX-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the [Depositor], and (c) provide to the Depositor [Depositor] any updated Swap Financial Disclosure with respect to NGFP BSFP or any entity that consolidates NGFP BSFP within five days of the release of any such updated Swap Financial Disclosure;, ; (b2) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating AgenciesAgreement, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB, or (c3) obtain a guaranty of NGFPBSFP’s obligations under this Agreement from an affiliate of NGFP BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure, such that disclosure provided in respect of the such affiliate will satisfy any disclosure requirements applicable to the Swap Provider. (iv) BSFP agrees that, and cause such in the event that BSFP provides Swap Financial Disclosure to the Depositor in accordance with clause (iii)(1) of Part 8 or causes its affiliate to provide Swap Financial Disclosure. If permitted Disclosure to the Depositor in accordance with clause (iii)(3) of Part 8, it will indemnify and hold harmless the Depositor, its respective directors or officers and any person controlling the Depositor, from and against any and all losses, claims, damages and liabilities caused by Regulation AB, any required untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (v) If the Depositor reasonably requests, BSFP shall provide such other information as may be provided by incorporation by reference from reports filed pursuant necessary for the Depositor to comply with Item 1115 of Regulation AB. (vi) the Depositor shall be an express third party beneficiary of this Agreement as if a party hereto to the Exchange Act. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each extent of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any CertificatesDepositor’s rights explicitly specified in this Part 8.

Compliance with Regulation AB. (i) NGFP DBAG agrees and acknowledges that Nomura Asset Acceptance Corporation New Century Mortgage Securities LLC (“NAACDepositor”) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding NGFP DBAG or its group of affiliated entities, if applicable, depending on the aggregate “significance significant percentage” of this Agreement and any other derivative contracts between NGFP DBAG or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC the Depositor requests from NGFP DBAG the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACthe Depositor, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPDBAG, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in an EXXXX-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are as is filed with the Securities and Exchange Commission in the reports Exchange Act Reports of the Trust filed pursuant to the Exchange ActDepositor, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference in the Exchange Act Reports of the Depositor of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the DepositorDisclosure, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP DBAG or any entity that consolidates NGFP DBAG within five days of the release of any such updated Swap Financial Disclosure;, ; (b2) secure another entity to replace NGFP DBAG as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefortherefore) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c3) obtain a guaranty of NGFPthe DBAG’s obligations under this Agreement from an affiliate of NGFP the DBAG, subject to the Rating Agency Condition, that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) DBAG and the primary obligor under any Credit Support Document agree that, in the event that DBAG provides Swap Financial Disclosure to the Depositor in accordance with Part 13(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to the Depositor in accordance with Part 13(iii)(c), DBAG and such primary obligor will indemnify and hold harmless the Depositor, its respective directors or officers and any person controlling the Depositor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of this provision, “Rating Agency Condition” means, with respect to a material fact contained in such Swap Financial Disclosure or caused by any particular proposed act omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact, when considered in conjunction with any other information regarding DBAG or the party acting derivative instrument being written by DBAG in the final prospectus for ACE-2006-HE3, required to be stated therein or failing necessary to act must consult with each make the statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Asset Acceptance Corporation Xxxxxxx Xxxxx Mortgage Investors, Inc. (“NAAC”"MLMI")("MLMI") is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (“"Regulation AB”"), to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “"significance percentage” " of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap cap disclosure event (“Swap "Cap Disclosure Event”") if, on any Business Day after the date hereof, NAAC MLMI requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACMLMI, in good faith, that such information is required under Regulation AB) (the “Swap "Cap Financial Disclosure”"). (iii) Upon the occurrence of a Swap Cap Disclosure Event, NGFPBSFP, at its own expense, shall (a) (1)(a) either (i) provide to MLMI the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Cap Financial Disclosure;, (b) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFP’s the BSFP's obligations under this Agreement from an affiliate of NGFP the BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Cap Provider, and cause such affiliate to provide Swap Cap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the thenN-2-current rating of any Certificates.12

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Asset Acceptance Corporation Xxxxxxx Xxxxx Mortgage Investors Trust, Series 2006- HEI (“NAAC”"MLMIT") is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (“"Regulation AB”"), to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “"significance percentage” " of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“"Swap Disclosure Event”") if, on any Business Day after the date hereof, NAAC MLMIT requests from NGFP BSFP the applicable financial information described in Item 1115 1.115 of Regulation AB (such request to be based on a reasonable Reference Number: FXNEC7840 Xxxxx Fargo Bank, N.A., not in its individual capacity but solely as Trustee for Xxxxxxx Xxxxx Mortgage Investors Trust, Series 2006-HE I February 7, 2006 Page 12 of 16 determination by NAACMLMIT, in good faith, that such information is required under Regulation AB) (the “"Swap Financial Disclosure”"). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPBSFP, at its own expense, shall (a) (1)(a) either (i) provide to MLMIT the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and or which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFP’s the BSFP' s obligations under this Agreement from an affiliate of NGFP the BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide the Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) BSFP if obligations of Swap Provider are guaranteed, the guarantor must cover this provisionindemnity obligation agrees that, “Rating Agency Condition” meansin the event that BSFP provides Swap Financial Disclosure to MLMIT in accordance with Part 14(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to MLMIT in accordance with Part 14(iii)(c), with respect to it will indemnify and hold harmless MLMIT, its respective directors or officers and any particular proposed act person controlling MLMIT, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the party acting or failing to act must consult with each statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificates.misleading

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Asset Acceptance Corporation IndyMac ABS, Inc. (“NAAC”"IMABS") is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (“"Regulation AB”"), to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “"significance percentage” " of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“"Swap Disclosure Event”") if, on any Business Day after the date hereof, NAAC IMABS requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACIMABS, in good faith, that such information is required under Regulation AB) (the “"Swap Financial Disclosure”"). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPBSFP, at its own expense, shall (a) (1)(a) either (i) provide to IMABS the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFP’s the BSFP's obligations under this Agreement Agreement, subject to Rating Agency Condition, from an affiliate of NGFP the BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. (iv) BSFP agrees that, in the event that BSFP provides Swap Financial Disclosure to IMABS in accordance with clause (iii)(a) of paragraph 13 or causes its affiliate to provide Swap Financial Disclosure to IMABS in accordance with clause (iii)(c) of paragraph 13, it will indemnify and hold harmless IMABS, its respective directors or officers and any person controlling IMABS, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. NEITHER THE BEAR XXXXXXX COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR XXXXXXX COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR A CREDIT SUPPORT PROVIDER ON THIS AGREEMENT. 5. Account Details and Settlement Information: PAYMENTS TO BSFP: Citibank, N.A., New York ABA Number: 000-0000-00, for the account of Bear, Xxxxxxx Securities Corp. Account Number: 0925-3186, for further credit to Bear Xxxxxxx Financial Products Inc. Sub-account Number: 102-04654-1-3 Attention: Derivatives Department PAYMENTS TO COUNTERPARTY: Deutsche Bank National Trust Company ABA # 000000000 Account # 00000000 Account Name: NYLTD Funds Control/Stars West Ref: IndyMac 2006-L1 Class A Certificates This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Counterparty hereby agrees to check this Confirmation and to confirm that the foregoing correctly sets forth the terms of the Transaction by signing in the space provided below and returning to BSFP a facsimile of the fully-executed Confirmation to 000-000-0000. For inquiries regarding U.S. Transactions, please contact XXXXX XXXXXX by telephone at 000-000-0000. For all other inquiries please contact DERIVATIVES DOCUMENTATION by telephone at 000-0-000-0000. Originals will be provided for your execution upon your request. We are very pleased to have executed this Transaction with you and we look forward to completing other transactions with you in the near future. Very truly yours, BEAR XXXXXXX FINANCIAL PRODUCTS INC. By: _______________________________ Name: Title: Counterparty, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as of the Trade Date. AGREED AND ACCEPTED AS OF THE TRADE DATE BY: DEUTSCHE BANK NATIONAL TRUST COMPANY, NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS TRUSTEE FOR INDYMAC RESIDENTIAL MORTGAGED-BACKED TRUST, SERIES 0000-X0, XXXXXXXXXXX MORTGAGE-BACKED CERTIFICATES, SERIES 2006-L1 By: _______________________________ Name: Title: am SCHEDULE I (all such dates subject to adjustment in accordance with the Business Day Convention) FROM AND INCLUDING TO BUT EXCLUDING NOTIONAL AMOUNT (USD) CAP RATE (%) ------------------ ---------------- --------------------- ------------ Effective Date 25-May-2006 232,099,883.00 6.33000 25-May-2006 Termination Date 225,049,670.00 6.13000 BEAR XXXXXXX BEAR XXXXXXX FINANCIAL PRODUCTS INC. 000 XXXXXXX XXXXXX XXX XXXX, XXX XXXX 00000 000-000-0000 DATE: March 17, 2006 TO: Deutsche Bank National Trust Company, not individually, but solely as Trustee on behalf of IndyMac Residential Mortgaged-Backed Trust, Series 0000-X0, Xxxxxxxxxxx Mortgage-Backed Certificates, Series 0000-X0 XXXXXXXXX: Xxxxx Xxxxxxxxxxxxxx - XX00X0 TELEPHONE: 0-000-000-0000 FACSIMILE: 0-000-000-0000 FROM: Derivatives Documentation TELEPHONE: 000-000-0000 FACSIMILE: 000-000-0000 SUBJECT: Fixed Income Derivatives Confirmation and Agreement REFERENCE NUMBER:FXNEC7972 The purpose of this letter agreement ("Agreement") is to confirm the terms and conditions of the Transaction entered into on the Trade Date specified below (the "Transaction") between Bear Xxxxxxx Financial Products Inc. ("BSFP") and Deutsche Bank National Trust Company, not individually, but solely as Trustee on behalf of IndyMac Residential Mortgaged-Backed Trust, Series 0000-X0, Xxxxxxxxxxx Mortgage-Backed Certificates, Series 2006-L1 ("Counterparty"). This Agreement, which evidences a complete and binding agreement between you and us to enter into the Transaction on the terms set forth below, constitutes a "Confirmation" as referred to in the "ISDA Form Master Agreement" (as defined below), as well as a "Schedule" as referred to in the ISDA Form Master Agreement. 1. This Agreement is subject to the 2000 ISDA DEFINITIONS (the "Definitions"), as published by the International Swaps and Derivatives Association, Inc. ("ISDA"). You and we have agreed to enter into this Agreement in lieu of negotiating a Schedule to the 1992 ISDA Master Agreement (Multicurrency--Cross Border) form (the "ISDA Form Master Agreement") but, rather, an ISDA Form Master Agreement shall be deemed to have been executed by you and us on the date we entered into the Transaction. All provisions contained in, or incorporated by reference to, the ISDA Form Master Agreement shall govern the Transaction referenced in this Confirmation, except as expressly modified below. In the event of any inconsistency between the provisions of this Agreement and the Definitions or the ISDA Form Master Agreement, this Agreement shall prevail for purposes of the Transaction. Terms used and not otherwise defined herein, in the ISDA Form Master Agreement or the Definitions shall have the meanings assigned to them in the Pooling and Servicing Agreement, dated as of March 1, 2006, among IndyMac ABS, Inc., as Depositor, IndyMac Bank, F.S.B., as Seller and Master Servicer and Deutsche Bank National Trust Company, as Trustee (the "Pooling and Servicing Agreement"). Each reference to a "Section" or to a "Section" "of this provision, “Rating Agency Condition” means, with respect Agreement" will be construed as a reference to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each a Section of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any CertificatesISDA Form Master Agreement.

Compliance with Regulation AB. (i) NGFP DBAG agrees and acknowledges that Nomura Asset Acceptance Corporation Ace Securities Corp. (“NAACACE”) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding NGFP DBAG or its group of affiliated entities, if applicable, depending on the aggregate “significance significant percentage” of this Agreement and any other derivative contracts between NGFP DBAG or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC ACE requests from NGFP DBAG the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACACE, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPDBAG, at its own expense, shall (a) (1)(a) either (i) provide to ACE the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP DBAG as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefortherefore) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFPthe DBAG’s obligations under this Agreement from an affiliate of NGFP the DBAG, subject to the Rating Agency Condition, that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) DBAG and the primary obligor under any Credit Support Document agree that, in the event that DBAG provides Swap Financial Disclosure to ACE in accordance with Part 13(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to ACE in accordance with Part 13(iii)(c), DBAG and such primary obligor will indemnify and hold harmless ACE, its respective directors or officers and any person controlling ACE, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of this provision, “Rating Agency Condition” means, with respect to a material fact contained in such Swap Financial Disclosure or caused by any particular proposed act omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact, when considered in conjunction with any other information regarding Party A or the party acting derivative instrument being written by Party A in the final prospectus for ACE-2006-SL1, required to be stated therein or failing necessary to act must consult with each make the statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Asset Acceptance Corporation Xxxxxxx Xxxxx Mortgage Investors, Inc., Series 2006-RM2 (“NAAC”"MLMI") is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (“"Regulation AB”"), to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “"significance percentage” " of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) . It shall be a swap disclosure event (“"Swap Disclosure Event”") if, on any Business Day after the date hereof, NAAC MLMI requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACMLMI, in good faith, that such information is required under Regulation AB) (the “"Swap Financial Disclosure”"). (iii) . Upon the occurrence of a Swap Disclosure Event, NGFPBSFP, at its own expense, shall (a) (1)(a) either (i) provide to MLMI the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and or which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFP’s the BSFP's obligations under this Agreement from an affiliate of NGFP the BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes BSFP agrees that, in the event that BSFP provides Swap Financial Disclosure to MLMI in accordance with Section 14(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to MLMI in accordance with Section 14(iii)(a), it will indemnify and hold harmless MLMI, its respective directors or officers and any person controlling MLMI, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of this provision, “Rating Agency Condition” means, with respect to a material fact contained in such Swap Financial Disclosure or caused by any particular proposed act omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the party acting or failing to act must consult with each statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP agrees Section 12.1 Intent of the Parties; Reasonableness 55 APPENDIX A Definitions and acknowledges that Nomura Asset Acceptance Corporation (“NAAC”) is required under Regulation AB under the Securities Act Usage SCHEDULE A Schedule of 1933Trust Student Loans SCHEDULE B Location of Trust Student Loan Files EXHIBIT A Form of Note EXHIBIT B Form of Note Depository Agreement EXHIBIT C Servicing Criteria to be Addressed in Assessment of Compliance INDENTURE, dated as amendedof June 26, and the Securities Exchange Act of 19342007, as amended among SLC STUDENT LOAN TRUST 2007-1, a Delaware statutory trust (the “Exchange Act”) (“Regulation ABIssuer”), to disclose certain financial information regarding NGFP or CITIBANK, N.A., a national banking association, not in its group individual capacity but solely as eligible lender trustee on behalf of affiliated entitiesthe Issuer (in such capacity, if applicablethe “Eligible Lender Trustee”), depending on U.S. BANK NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as indenture trustee (in such capacity, the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP or its group of affiliated entities, if applicableIndenture Trustee”), and CounterpartyCITIBANK, N.A., a national banking association, not in its individual capacity but solely as indenture administrator (in such capacity, the “Indenture Administrator”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the holders of the Issuer’s Student Loan Asset-Backed Notes (the “Notes”): The Issuer and, with respect to the Trust Student Loans, the Eligible Lender Trustee hereby Grant to the Indenture Trustee, as calculated trustee for the benefit of the Noteholders, effective as of the Closing Date all of their right, title and interest in and to the following: (a) the Trust Student Loans, and all obligations of the Obligors thereunder including all moneys accrued and paid thereunder on or after the Cutoff Date and all guaranties and other rights relating to the Trust Student Loans; (b) the Servicing Agreement, including the right of the Issuer to cause the Servicer to purchase Trust Student Loans from the Issuer under circumstances described therein; (c) the Sale Agreement, including the right of the Issuer to cause the Depositor to repurchase Trust Student Loans from the Issuer under the circumstances described therein and including the rights of the Depositor under the Purchase Agreements; (d) the Purchase Agreement, to the extent that the rights of the Depositor thereunder have been assigned to the Issuer pursuant to the Sale Agreement, including the right of the Depositor to cause SLC to repurchase Trust Student Loans from the Depositor under the circumstances described in the Purchase Agreement; (e) the Administration Agreement; (f) each Guarantee Agreement, including the right of the Issuer to cause the related Guarantor to make Guarantee Payments in respect of the Trust Student Loans; (g) the Trust Accounts and all funds on deposit from time to time in accordance with Item 1115 of Regulation AB.the Trust Accounts, including the Reserve Account Initial Deposit, the Capitalized Interest Account Initial Deposit and the Collection Account Initial Deposit, if any, and all investments and proceeds thereof (including all income thereon); and (iih) It shall be a swap disclosure event (“Swap Disclosure Event”) ifall present and future claims, on any Business Day after the date hereofdemands, NAAC requests from NGFP the applicable financial information described causes and choses in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAAC, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFP, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, or (c) obtain a guaranty of NGFP’s obligations under this Agreement from an affiliate of NGFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided action in respect of any or all of the affiliate will satisfy foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any disclosure requirements applicable or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, general intangibles, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as indenture trustee on behalf of the Noteholders, acknowledges such Xxxxx, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the Swap Provider, and cause such affiliate best of its ability to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure the end that the interests of the Noteholders may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the rating agencies then providing a rating of the Certificates adequately and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any Certificateseffectively protected.

Compliance with Regulation AB. (i) NGFP Party A agrees and acknowledges that Nomura Asset Acceptance Corporation Citigroup Mortgage Loan Trust Inc. (“NAACCMLTI”) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (““ Regulation AB”), to disclose certain financial information regarding NGFP Party A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP Party A or its group of affiliated entities, if applicable, and CounterpartyParty B, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC CMLTI requests from NGFP Party A the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACCMLTI, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPParty A, at its own expense, shall (a) (1)(a) either (i) provide to CMLTI the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity (which may be an affiliate of Party A) to replace NGFP Party A as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFP’s obligations guaranty, subject to Rating Agency Condition, in a form reasonably acceptable to S&P, Moody’s, and DBRS, as applicable, of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor Party A's obligation under this Agreement from Agreement; provided that such person is an affiliate of NGFP Party A that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the such affiliate will satisfy any disclosure requirements applicable to the Swap ProviderParty A, and provided, further, that Party A will cause such affiliate to provide Swap Financial DisclosureDisclosure to CMLTI. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) Party A agrees that, in the event that Party A provides Swap Financial Disclosure to CMLTI in accordance with Part 5(m)(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to CMLTI in accordance with Part 5(m)(iii)(c), it or the guarantor, if applicable, will indemnify and hold harmless CMLTI, its respective directors or officers and any person controlling CMLTI, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of this provision, “Rating Agency Condition” means, with respect to a material fact contained in such Swap Financial Disclosure or caused by any particular proposed act omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the party acting or failing to act must consult with each statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP Party A agrees and acknowledges that Nomura Financial Asset Acceptance Corporation Securities Corp. (“NAACthe Depositor”) is required under Regulation AB as defined under the Securities Act of 1933, as amended, Pooling and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”)Servicing Agreement, to disclose certain financial information regarding NGFP Party A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP Party A or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC the Depositor requests from NGFP Party A the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACthe Depositor, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPParty A, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in an XXXXX-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP Party A or any entity that consolidates NGFP Party A within five days of the release of any such updated Swap Financial Disclosure;, ; or (b2) secure another entity to replace NGFP Party A as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB. (iv) Party A agrees that, in the event that Party A provides Swap Financial Disclosure to the Depositor in accordance with clause (iii)(a) of Paragraph 3(6)(r) or causes its affiliate to provide Swap Financial Disclosure to the Depositor in accordance with clause (ciii)(c) obtain of Paragraph 3(6)(r), it will indemnify and hold harmless the Depositor, its respective directors or officers and any person controlling the Depositor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a guaranty material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of NGFP’s obligations the circumstances under this Agreement from an affiliate of NGFP that is able which they were made, not misleading. (v) If the Depositor reasonably requests, Party A shall provide such other information as may be necessary for the Depositor to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect . (vi) The Depositor shall be an express third party beneficiary of this Agreement as if a party hereto to the extent of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes of Depositor’ rights explicitly specified in this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any CertificatesParagraph 3(6)(r).

Compliance with Regulation AB. (i) NGFP agrees and acknowledges Party A has been advised by Party B that Nomura Asset Acceptance Corporation Capital One Auto Receivables, LLC (the “NAACSeller”) is and Party B are required under Regulation AB under the Securities Act of 1933, as amended, 1933 and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain information regarding Party A. Such information may include financial information regarding NGFP or its group of affiliated entities, if applicable, depending on to the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with extent required under Item 1115 of Regulation AB. (ii) It If required, upon written request, Party A shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after provide to Party B or the date hereof, NAAC requests from NGFP Seller the applicable financial information described in under Item 1115 1115(b) of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of a written request for such request to be based on a reasonable determination Reg AB Financial Information by NAACthe Seller or Party B (the “Response Period”), so long as the Seller or Party B has reasonably determined, in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A shall promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period, find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and the Insurer and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Swap Financial DisclosureReg AB Approved Entity”). Party A shall continue to perform its obligations and use reasonable efforts to find a Reg AB Approved Entity until a suitable substitute is in place. The cost of finding and transferring its rights and obligations to a Reg AB Approved Entity shall be borne by Party A. The failure of Party A to comply with its obligation to find a replacement counterparty as described in the preceding paragraph will result in an Additional Termination Event under Part 1(k)(i)(A) of this Agreement. In the event of an Early Termination Date in respect of the foregoing Additional Termination Event and the entering into by Party B of alternative swap arrangements, Party A shall pay all reasonable out-of-pocket expenses, including legal fees and stamp taxes, relating to the entering into of such alternative swap arrangements. (iii) Upon If Party B or the occurrence Seller request (in writing) the Reg AB Financial Information from Party A, then the Seller or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Preliminary Prospectus Supplement, dated February 5, 2007, or in the Prospectus Supplement, dated February [ ], 2007, each relating to Capital One Auto Finance Trust 2007-A under the headings “Summary of Terms – The Parties – Swap Counterparty” and “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a Swap Disclosure Eventmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, NGFPthe Seller, at its own expensetheir respective directors or officers and any person controlling Party B or the Seller, shall (afrom and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Seller pursuant to this Part 6(y) (1)(athe “Party A Information”) either or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) COAF shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that COAF shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 6(y)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 6(y)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) provide such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Depositor indemnifying party and in the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) provide a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. The indemnifying party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release entry of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, or (c) obtain a guaranty of NGFP’s obligations under this Agreement from an affiliate of NGFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes of this provision, “Rating Agency Condition” means, judgment with respect to any particular proposed act pending or omission threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to act such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. No indemnified party will settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder that without the party acting or failing to act must consult with each consent of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would indemnifying party, which consent shall not cause a downgrade or withdrawal of the then-current rating of any Certificatesbe unreasonably withheld.

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Asset Acceptance Corporation Xxxxxxx Xxxxx Mortgage Investors Trust, Series 2006-HE1 (“NAAC”"MLMIT") is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as Reference Number: FXNEC7842 Xxxxx Fargo Bank, N.A., not in its individual capacity but solely as Trustee for Xxxxxxx Xxxxx Mortgage Investors Trust, Series 2006-HE1 February 7, 2006 Page 11 of 14 amended (the “"Exchange Act”") (“" Regulation AB”"), to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “"significance percentage” " of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“"Swap Disclosure Event”") if, on any Business Day after the date hereof, NAAC MLMIT requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACMLMIT, in good faith, that such information is required under Regulation AB) (the “"Swap Financial Disclosure”"). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPBSFP, at its own expense, shall (a) (1)(a) either (i) provide to MLMIT the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and or which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFP’s the BSFP's obligations under this Agreement from an affiliate of NGFP the BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide the Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) BSFP if obligations of Swap Provider are guaranteed, the guarantor must cover this provisionindemnity obligation agrees that, “Rating Agency Condition” meansin the event that BSFP provides Swap Financial Disclosure to MLMIT in accordance with Part 14(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to MLMIT in accordance with Part 14(iii)(c), with respect to it will indemnify and hold harmless MLMIT, its respective directors or officers and any particular proposed act person controlling MLMIT, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the party acting or failing to act must consult with each statements therein, in light of the rating agencies then providing a rating circumstances under which they were made, not misleading. Reference Number: FXNEC7842 Xxxxx Fargo Bank, N.A., not in its individual capacity but solely as Trustee for Xxxxxxx Xxxxx Mortgage Investors Trust, Series 2006-HE1 February 7, 2006 Page 12 of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any Certificates.14

Compliance with Regulation AB. (i) NGFP Bear Xxxxxxx agrees and acknowledges that Nomura Asset Acceptance Corporation Xxxxxxx Xxxxx Mortgage Investors, Inc. (“NAAC”the "DEPOSITOR") is required under Regulation AB as defined under the Securities Act of 1933, as amended, Pooling and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”)Servicing Agreement, to disclose certain financial information regarding NGFP Bear Xxxxxxx or its group of affiliated entities, if applicable, depending on the aggregate “"significance percentage” " of this Agreement and any other derivative contracts between NGFP Bear Xxxxxxx or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”"SWAP DISCLOSURE EVENT") if, on any Business Day after the date hereof, NAAC the Depositor requests from NGFP Bear Xxxxxxx the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACDepositor, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”"SWAP FINANCIAL DISCLOSURE"). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPBear Xxxxxxx, within 10 calendar days, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in an XXXXX-compatible format (for example, such information may be provided in Microsoft Word® Word(R) or Microsoft Excel® Excel(R) format but not in .pdf format) or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s 's report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP Bear Xxxxxxx or any entity that consolidates NGFP Bear Xxxxxxx within five days of the release of any such updated Swap Financial Disclosure;, ; (b2) secure another entity to replace NGFP Bear Xxxxxxx as party party, by way of Permitted Transfer, to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating AgenciesAgreement, which entity (or a guarantor therefor) meets or exceeds the Xxxxx'x Approved Rating Ratings Thresholds (and S&P Approved Ratings Threshold and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB, or (c3) obtain a guaranty of NGFP’s Bear Xxxxxxx' obligations under this Agreement from an affiliate of NGFP Bear Xxxxxxx that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure, such that disclosure provided in respect of the such affiliate will satisfy any disclosure requirements applicable to the Swap Provider. (iv) Bear Xxxxxxx agrees that, and cause such in the event that Bear Xxxxxxx provides Swap Financial Disclosure to Depositor in accordance with Part 5(l)(iii)(1) or causes its affiliate to provide Swap Financial Disclosure. If permitted Disclosure to Depositor in accordance with clause Part 5(l)(iii)(3), it will indemnify and hold harmless Depositor, its respective directors or officers and any person controlling Depositor, from and against any and all losses, claims, damages and liabilities caused by Regulation AB, any required untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (v) If the Depositor and the Trustee reasonably requests, Bear Xxxxxxx shall provide such other information as may be provided by incorporation by reference from reports filed pursuant necessary for the Depositor to comply with Item 1115 of Regulation AB. (vi) Each of the Depositor and Trustee shall be an express third party beneficiary of this Agreement as if a party hereto to the Exchange Act. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each extent of the rating agencies then providing a rating of Depositor's and the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any CertificatesTrustee's rights explicitly specified in this Part 5(l).

Compliance with Regulation AB. (i) NGFP Bear Xxxxxxx agrees and acknowledges that Nomura Asset Acceptance Corporation Xxxxxxx Xxxxx Mortgage Investors, Inc. (“NAAC”the "DEPOSITOR") is required under Regulation AB as defined under the Securities Act of 1933, as amended, Pooling and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”)Servicing Agreement, to disclose certain financial information regarding NGFP Bear Xxxxxxx or its group of affiliated entities, if applicable, depending on the aggregate “"significance percentage” " of this Agreement and any other derivative contracts between NGFP Bear Xxxxxxx or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”"SWAP DISCLOSURE EVENT") if, on any Business Day after the date hereof, NAAC the Depositor requests from NGFP Bear Xxxxxxx the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACDepositor, in good faith, that such information is required under Regulation AB) (the “"Swap Financial Disclosure”FINANCIAL DISCLOSURE"). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPBear Xxxxxxx, within 10 calendar days, at its own expense, shall (1) (a) (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in an XXXXX-compatible format (for example, such information may be provided in Microsoft Word® Word(R) or Microsoft Excel® Excel(R) format but not in .pdf format) or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, , (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s 's report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP Bear Xxxxxxx or any entity that consolidates NGFP within five days Bear Xxxxxxx Reference Number: FXNSC9495 LaSalle Bank National Association, not in its individual capacity, but solely as Supplemental Interest Trust Trustee on behalf of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification Supplemental Interest Trust relating to the Swap Rating AgenciesXxxxxxx Xxxxx First Xxxxxxxx Mortgage Loan Trust, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements Mortgage Loan Asset-Backed Certificates, Series 2007-2 April 26, 2007 Page 18 of Item 1115 of Regulation AB, or (c) obtain a guaranty of NGFP’s obligations under this Agreement from an affiliate of NGFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any Certificates.37

Compliance with Regulation AB. (i) NGFP Party A agrees and acknowledges that Nomura Asset Acceptance Corporation Ace Securities Corp. (“NAACACE”) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding NGFP Party A or its group of affiliated entities, if applicable, depending on the aggregate “significance significant percentage” of this Agreement and any other derivative contracts between NGFP Party A or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC ACE requests from NGFP Party A the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACACE, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPParty A, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor ACE the current Swap Financial Disclosure in an EXXXX-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to the Depositor ACE to incorporation by reference of such current Swap Financial Disclosure that are as is filed with the Securities and Exchange Commission in the reports Exchange Act Reports of the Trust filed pursuant to the Exchange ActACE, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference in the Exchange Act Reports of ACE of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the DepositorDisclosure, and (c) provide to the Depositor ACE any updated Swap Financial Disclosure with respect to NGFP Party A or any entity that consolidates NGFP Party A within five days of the release of any such updated Swap Financial Disclosure;, ; (b2) secure another entity to replace NGFP Party A as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefortherefore) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply complies with the requirements of Item 1115 of Regulation AB, including providing the information contemplated by Part 5(e)(iii)(1) above, or (c3) obtain a guaranty of NGFPthe Party A’s obligations under this Agreement from an affiliate of NGFP the Party A, subject to the Rating Agency Condition, that is able to comply complies with the financial information disclosure requirements of Item 1115 of Regulation AB, including providing the information contemplated by Part 5(e)(iii)(1) above, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap ProviderParty A, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. (iv) Party A and the primary obligor under any Credit Support Document agree that, in the event that Party A provides Swap Financial Disclosure to ACE in accordance with Part 5(e)(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to ACE in accordance with Part 5(e)(iii)(c), Party A and such primary obligor will indemnify and hold harmless ACE, its respective directors or officers and any person controlling ACE, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to state in such Swap Financial Disclosure a material fact, when considered in conjunction with any other information regarding Party A or the derivative instrument being written by Party A in the final prospectus for ACE-2006-NC3, required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (v) Third Party Beneficiary. For purposes ACE shall be an express third party beneficiary of this provision, “Rating Agency Condition” means, with respect Agreement as if a party hereto to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each extent of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any CertificatesACE’s rights explicitly specified herein.

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Bear Xxxxxxx Asset Acceptance Corporation Backed Securities I LLC (“NAACBSABS”) is required under Regulation AB as defined under the Securities Act of 1933, as amended, Pooling and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”)Servicing Agreement, to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC BSABS requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACBSABS, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPBSFP, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor BSABS the current Swap Financial Disclosure in an XXXXX-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to the Depositor BSABS to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP BSFP or any entity that consolidates NGFP BSFP within five days of the release of any such updated Swap Financial Disclosure;, ; (b2) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating AgenciesAgreement, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB, or (c3) obtain a guaranty of NGFPBSFP’s obligations under this Agreement from an affiliate of NGFP BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure, such that disclosure provided in respect of the such affiliate will satisfy any disclosure requirements applicable to the Swap Provider. (iv) BSFP agrees that, and cause such in the event that BSFP provides Swap Financial Disclosure to BSABS in accordance with clause (iii)(1) of paragraph 15 or causes its affiliate to provide Swap Financial Disclosure. If permitted Disclosure to BSABS in accordance with clause (iii)(3) of paragraph 15, it will indemnify and hold harmless BSABS, its respective directors or officers and any person controlling BSABS, from and against any and all losses, claims, damages and liabilities caused by Regulation AB, any required untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (v) If BSABS reasonably requests, BSFP shall provide such other information as may he necessary for BSABS to comply with Item 1115 of Regulation AB. (vi) BSABS shall be provided by incorporation by reference from reports filed pursuant an express third party beneficiary of this Agreement as if a party hereto to the Exchange Act. For purposes extent of BSABS’ rights explicitly specified in this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any Certificatesparagraph 15.

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Asset Acceptance Corporation Xxxxxxx Xxxxx Mortgage Investors, Inc. (“NAAC”"MLMI")("MLMI") is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (“"Regulation AB”"), to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “"significance percentage” " of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap cap disclosure event (“Swap "Cap Disclosure Event”") if, on any Business Day after the date hereof, NAAC MLMI requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACMLMI, in good faith, that such information is required under Regulation AB) (the “Swap "Cap Financial Disclosure”"). (iii) Upon the occurrence of a Swap Cap Disclosure Event, NGFPBSFP, at its own expense, shall (a) (1)(a) either (i) provide to MLMI the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Cap Financial Disclosure;, (b) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFP’s the BSFP's obligations under this Agreement from an affiliate of NGFP the BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Cap Provider, and cause such affiliate to provide Swap Cap Financial Disclosure. If permitted by Regulation N-3-12 Reference Number: FXNEC8696 LaSalle Bank National Association, as Trustee for OwnIt Mortgage Loan Trust, Series 2006-6 September 28, 2006 Page 13 of 16 AB, any required Swap Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) BSFP agrees that, in the event that BSFP provides Cap Financial Disclosure to MLMI in accordance with Section 13(iii)(a) or causes its affiliate to provide Cap Financial Disclosure to MLMI in accordance with Section 13(iii)(a), it will indemnify and hold harmless MLMI, its respective directors or officers and any person controlling MLMI, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of this provision, “Rating Agency Condition” means, with respect to a material fact contained in such Cap Financial Disclosure or caused by any particular proposed act omission or alleged omission to act hereunder that state in such Cap Financial Disclosure a material fact required to be stated therein or necessary to make the party acting or failing to act must consult with each statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Asset Acceptance Corporation (“NAAC”) the Depositor is required under Regulation AB as defined under the Securities Act of 1933, as amended, Pooling and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”)Servicing Agreement, to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap cap disclosure event (“Swap Cap Disclosure Event”) if, on any Business Day after the date hereof, NAAC the Depositor requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACthe Depositor, in good faith, that such information is required under Regulation AB) (the “Swap Cap Financial Disclosure”). (iii) Upon the occurrence of a Swap Cap Disclosure Event, NGFPBSFP, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor the current Swap Cap Financial Disclosure in an EDGAR-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft ExcelXxxxl® format but not in .pdf format) or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Cap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Cap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Cap Financial Disclosure with respect to NGFP BSFP or any entity that consolidates NGFP BSFP within five days of the release of any such updated Swap Cap Financial Disclosure;, ; (b2) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating AgenciesAgreement, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB, ; or (c3) obtain a guaranty of NGFPBSFP’s obligations under this Agreement from an affiliate of NGFP BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Cap Financial Disclosure and any future Cap Financial Disclosure, such that disclosure provided in respect of the such affiliate will satisfy any disclosure requirements applicable to the Swap Cap Provider. (iv) BSFP agrees that, and cause such in the event that BSFP provides Cap Financial Disclosure to the Depositor in accordance with clause (iii)(1) of paragraph 14 or causes its affiliate to provide Swap Cap Financial Disclosure. Disclosure to the Depositor in accordance with clause (iii)(3) of paragraph 14, it will indemnify and hold harmless the Depositor, its respective directors or officers and any person controlling the Depositor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Cap Financial Disclosure or caused by any omission or alleged omission to state in such Cap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (v) If permitted by the Depositor reasonably requests, BSFP shall provide such other information as may be necessary for the Depositor to comply with Item 1115 of Regulation AB, any required Swap Financial Disclosure may . (vi) The Depositor shall be provided by incorporation by reference from reports filed pursuant an express third party beneficiary of this Agreement as if a party hereto to the Exchange Act. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each extent of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any CertificatesDepositor’s rights explicitly specified in this paragraph 14. NEITHER THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR STEARNS COMPANIES INC. OTHER THAN BEXX XXXARNS FINANCIAL PRODUCTS INC. IS AN OBLIGOR OR A CREDIT XXXXXXX PROVIDER ON THIS AGREEMENT.

Compliance with Regulation AB. (i) NGFP Party A agrees and acknowledges that Nomura Asset Renaissance Mortgage Acceptance Corporation Corp. (the “NAACDepositor”) is may be required under Regulation AB under the Securities Act of 1933AB, as amended, and defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”)Indenture, to disclose certain financial information regarding NGFP Party A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP Party A or its group of affiliated entities, if applicable, and CounterpartyParty B, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereofhereof for so long as the Issuing Entity is required to file periodic reports under the Exchange Act with respect to the Certificates, NAAC Party B or the Depositor requests from NGFP Party A the applicable financial information described in Item 1115 1115(b) of Regulation AB (such request to be based on a reasonable determination by NAACthe Depositor, based on "significance estimates" made in good faithsubstantially the same manner as that used in the Sponsor's internal risk management process in respect of similar instruments and furnished by the Sponsor to the Depositor, that or if the Sponsor does not furnish such information is required under Regulation ABsignificance estimates to the Depositor, based on a determination of such significance estimates by the Depositor in a commercially reasonable manner) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPParty A, at its own expense, shall (a) either (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in an XXXXX-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports Exchange Act Reports of the Trust filed pursuant to the Exchange ActDepositor, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference in the Exchange Act Reports of the Depositor of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the DepositorDisclosure, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP Party A or any entity that consolidates NGFP Party A within five days of the release of any such updated Swap Financial Disclosure;, ; (b2) secure another entity through a Permitted Transfer to replace NGFP Party A as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating AgenciesAgreement, which entity (or a guarantor thereforthereto) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) and which entity is able to comply complies with the requirements of Item 1115 of Regulation ABAB and clause (1) above, or (c3) obtain a guaranty of NGFPParty A’s obligations under this Agreement from an affiliate of NGFP Party A that is able to comply complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of the such affiliate will satisfy any disclosure requirements applicable to the Swap Provider. (iv) Party A agrees that, and cause such in the event that Party A provides Swap Financial Disclosure to the Depositor in accordance with clause (iii)(1) above or causes its affiliate to provide Swap Financial Disclosure. If permitted Disclosure to the Depositor in accordance with clause (iii)(3) above, it will indemnify and hold harmless the Depositor, its respective directors or officers and any person controlling the Depositor, from and against any and all losses, claims, damages and liabilities caused by Regulation AB, any required untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure may be provided or caused by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the party acting or failing to act must consult with each statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Asset Acceptance Corporation Xxxxxxx Xxxxx Mortgage Investors, Inc., Series 2006-AHL1 (“NAAC”"MLMI") is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (“"Regulation AB”"), to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “"significance percentage” " of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) . It shall be a swap disclosure event (“"Swap Disclosure Event”") if, on any Business Day after the date hereof, NAAC MLMI requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACMLMI, in good faith, that such information is required under Regulation AB) (the “"Swap Financial Disclosure”"). (iii) . Upon the occurrence of a Swap Disclosure Event, NGFPBSFP, at its own expense, shall (a) (1)(a) either (i) provide to MLMI the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and or which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFP’s the BSFP's obligations under this Agreement from an affiliate of NGFP the BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes BSFP agrees that, in the event that BSFP provides Swap Financial Disclosure to MLMI in accordance with Section 14(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to MLMI in accordance with Section 14(iii)(a), it will indemnify and hold harmless MLMI, its respective directors or officers and any person controlling MLMI, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of this provision, “Rating Agency Condition” means, with respect to a material fact contained in such Swap Financial Disclosure or caused by any particular proposed act omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the party acting or failing to act must consult with each statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP DBAG agrees and acknowledges that Nomura Asset Acceptance Corporation Ace Securities Corp. (“NAACACE”) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding NGFP DBAG or its group of affiliated entities, if applicable, depending on the aggregate “significance significant percentage” of this Agreement and any other derivative contracts between NGFP DBAG or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC ACE requests from NGFP DBAG the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACACE, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPDBAG, at its own expense, shall (a) (1)(a) either (i) provide to ACE the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP DBAG as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefortherefore) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFPthe DBAG’s obligations under this Agreement from an affiliate of NGFP the DBAG, subject to the Rating Agency Condition, that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) DBAG and the primary obligor under any Credit Support Document agree that, in the event that DBAG provides Swap Financial Disclosure to ACE in accordance with Part 13(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to ACE in accordance with Part 13(iii)(c), DBAG and such primary obligor will indemnify and hold harmless ACE, its respective directors or officers and any person controlling ACE, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of this provision, “Rating Agency Condition” means, with respect to a material fact contained in such Swap Financial Disclosure or caused by any particular proposed act omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact, when considered in conjunction with any other information regarding Party A or the party acting derivative instrument being written by Party A in the final prospectus for ACE-2006-HE2, required to be stated therein or failing necessary to act must consult with each make the statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP agrees If the Depositor under the Pooling and acknowledges that Nomura Asset Acceptance Corporation (“NAAC”) is required under Servicing Agreement still has a reporting obligation with respect to this Transaction pursuant to Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended ("REGULATION AB") and BNY has not, within 30 days after receipt of a Swap Disclosure Request complied with the “Exchange Act”provisions set forth below in this Paragraph 4(9) (“provided that if the significance percentage reaches 10% after a Swap Disclosure Request has been made to BNY, BNY must comply with the provisions set forth below in this Section 4(9) within 10 calendar days of BNY being informed of the significance percentage reaching 10%), then an Additional Termination Event shall have occurred with respect to BNY and BNY shall be the sole Affected Party with respect to such Additional Termination Event. BNY acknowledges that for so long as there are reporting obligations with respect to this Transaction under Regulation AB”), the Depositor is required under Regulation AB to disclose certain financial information set forth in Regulation AB regarding NGFP BNY or its group of affiliated entities, if applicable, depending on the aggregate “"significance percentage” " of this Agreement and any other derivative contracts between NGFP BNY or its group of affiliated entities, if applicable, and the Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if. If the Depositor determines, on any Business Day after the date hereof, NAAC requests from NGFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAAC, reasonably and in good faith, that the significance percentage of this Agreement has increased to nine (9) percent, then the Depositor may request on a Business Day after the Ref No. 38699 date of such determination from BNY the same information set forth in Item 1115(b) of Regulation AB that would have been required if the significance percentage had in fact increased to ten (10) percent (such request, a "SWAP DISCLOSURE REQUEST" and such requested information, subject to the last sentence of this paragraph, is required under the "SWAP FINANCIAL DISCLOSURE"). The Counterparty or the Depositor shall provide BNY with the calculations and any other information reasonably requested by BNY with respect to the Depositor's determination that led to the Swap Disclosure Request. The parties hereto further agree that the Swap Financial Disclosure provided to meet the Swap Disclosure Request may be, solely at BNY's option, either the information set forth in Item 1115(b)(1) or Item 1115(b)(2) of Regulation AB) (the “Swap Financial Disclosure”). (iii) . Upon the occurrence of a Swap Disclosure EventRequest, NGFPBNY, at its own expense, shall (a) (1)(a) either (ix) provide to the Depositor with the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format an Xxxxx-compatible format, or (iiy) provide written consent subject to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange ActRating Agency Confirmation, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP BNY as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) and which entity is able to comply with provide the requirements of Item 1115 of Regulation AB, or (c) obtain a guaranty of NGFP’s obligations under this Agreement from an affiliate of NGFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Securities Exchange Act. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any Certificates.

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Asset Acceptance Corporation Merrill Lynch Mortgage Investors, Inc., Series 2006-RM1 (“NAAC”"MLMI") is required under rexxxxxx uxxxx Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (“"Regulation AB”"), to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “"significance percentage” " of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) . It shall be a swap disclosure event (“"Swap Disclosure Event”") if, on any Business Day after the date hereof, NAAC MLMI requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACMLMI, in good faith, that such information is required under Regulation AB) (the “"Swap Financial Disclosure”"). (iii) . Upon the occurrence of a Swap Disclosure Event, NGFPBSFP, at its own expense, shall (a) (1)(a) either (i) provide to MLMI the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and or which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFP’s the BSFP's obligations under this Agreement from an affiliate of NGFP the BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes BSFP agrees that, in the event that BSFP provides Swap Financial Disclosure to MLMI in accordance with Section 14(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to MLMI in accordance with Section 14(iii)(a), it will indemnify and hold harmless MLMI, its respective directors or officers and any person controlling MLMI, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of this provision, “Rating Agency Condition” means, with respect to a material fact contained in such Swap Financial Disclosure or caused by any particular proposed act omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the party acting or failing to act must consult with each statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Asset Acceptance Corporation (“NAAC”GS Mortgage Securities Corp. Depositor") is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (“"Regulation AB”"), to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “"significance percentage” " of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“"Swap Disclosure Event”") if, on any Business Day after the date hereof, NAAC Depositor requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACDepositor, in good faith, that such information is required under Regulation AB) (the “"Swap Financial Disclosure”"). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPBSFP, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Actincluding any required consent's from BSFP's accountants, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and or which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFP’s the BSFP's obligations under this Agreement from an affiliate of NGFP the BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) BSFP agrees that, in the event that BSFP provides Swap Financial Disclosure to Depositor in accordance with clause (iii)(a) of this provisionparagraph 10(b) or causes its affiliate to provide Swap Financial Disclosure to Depositor in accordance with clause (iii)(c) of paragraph 10(b), “Rating Agency Condition” meansit will indemnify and hold harmless Depositor, with respect to its respective directors or officers and any particular proposed act person controlling Depositor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the party acting or failing to act must consult with each statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP agrees If the Depositor under the Pooling and acknowledges that Nomura Asset Acceptance Corporation (“NAAC”) is required under Servicing Agreement still has a reporting obligation with respect to this Transaction pursuant to Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended ("REGULATION AB") and BNY has not, within 30 days after receipt of a Swap Disclosure Request complied with the “Exchange Act”provisions set forth below in this Paragraph 4(9) (“provided that if the significance percentage reaches 10% after a Swap Disclosure Request has been made to BNY, BNY must comply with the provisions set forth below in this Section 4(9) within 10 calendar days of BNY being informed of the significance percentage reaching 10%), then an Additional Termination Event shall have occurred with respect to BNY and BNY shall be the sole Affected Party with respect to such Additional Termination Event. BNY acknowledges that for so long as there are reporting obligations with respect to this Transaction under Regulation AB”), the Depositor is required under Regulation AB to disclose certain financial information set forth in Regulation AB regarding NGFP BNY or its group of affiliated entities, if applicable, depending on the aggregate “"significance percentage” " of this Agreement and any other derivative contracts between NGFP BNY or its group of affiliated entities, if applicable, and the Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. . If the Depositor determines, reasonably and in good faith, that the significance percentage of this Agreement has increased to nine (ii9) It shall be percent, then the Depositor may request on a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC requests of such determination from NGFP BNY the applicable financial same information described set forth in Item 1115 1115(b) of Regulation AB that would have been required if the significance percentage had in fact increased to ten (10) percent (such request request, a "SWAP DISCLOSURE REQUEST" and such requested information, subject to be based on a reasonable the last sentence of this paragraph, is the "SWAP FINANCIAL DISCLOSURE"). The Counterparty or the Depositor shall provide BNY with the calculations and any other information reasonably requested by BNY with respect to the Depositor's determination by NAACthat led to the Swap Disclosure Request. The parties hereto further agree that the Swap Financial Disclosure provided to meet the Swap Disclosure Request may be, solely at BNY's option, either the information set forth in good faith, that such information is required under Item 1115(b)(1) or Item 1115(b)(2) of Regulation AB) (the “Swap Financial Disclosure”). (iii) . Upon the occurrence of a Swap Disclosure EventRequest, NGFPBNY, at its own expense, shall (a) (1)(a) either (ix) provide to the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, or (by) subject to Rating Agency Confirmation, secure another entity to replace NGFP BNY as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) and which entity is able to comply with provide the requirements of Item 1115 of Regulation AB, or (c) obtain a guaranty of NGFP’s obligations under this Agreement from an affiliate of NGFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Securities Exchange Act. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any Certificates.

Compliance with Regulation AB. (i) NGFP Party A agrees and acknowledges that Nomura Asset Acceptance Corporation Ace Securities Corp. (“NAACDepositor”) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding NGFP Party A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP Party A or its group of affiliated entities, if applicable, and CounterpartyParty B, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereofhereof for so long as the Issuing Entity is required to file periodic reports under the Exchange Act, NAAC Depositor requests from NGFP Party A the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACDepositor, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPParty A, within ten (10) days and at its own expense, shall (a) (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in an EXXXX-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports Exchange Act Reports of the Trust filed pursuant to the Exchange ActDepositor, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference in the Exchange Act Reports of Depositor of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the DepositorDisclosure, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP Party A or any entity that consolidates NGFP Party A within five days of the release of any such updated Swap Financial Disclosure;, ; (b2) secure another entity to replace NGFP Party A, by way of Permitted Transfer, as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) Condition with respect to S&P and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c3) subject to the Rating Agency Condition with respect to S&P and obtain a guaranty of NGFPthe Party A’s obligations under this Agreement from an affiliate of NGFP the Party A that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes Reference Number: FXACE07HE2 HSBC Bank USA, National Association, not in its individual capacity, but solely as Supplemental Interest Trust Trustee on behalf of this provision, “Rating Agency Condition” means, the Supplemental Interest Trust with respect to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE2 Asset Backed Pass-Through Certificates March 8, 2007 (iv) Party A agrees that, in the event that Party A provides Swap Financial Disclosure to Depositor and the Securities Administrator in accordance with Part 5(e)(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to Depositor and the Securities Administrator in accordance with Part 5(e)(iii)(c), it will indemnify and hold harmless Depositor and the Securities Administrator, its respective directors or officers and any particular proposed act person controlling Depositor and the Securities Administrator, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the party acting or failing to act must consult with each statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Asset Acceptance Corporation Merrill Lynch Mortgage Investors, (“NAAC”"MLMI") is required under Regulation AB under the Regulatiox XX xxdxx xxe Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (“"Regulation AB”"), to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “"significance percentage” " of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap cap disclosure event (“Swap "Cap Disclosure Event”") if, on any Business Day after the date hereof, NAAC MLMI requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACMLMI, in good faith, that such information is required under Regulation AB) (the “Swap "Cap Financial Disclosure”"). (iii) Upon the occurrence of a Swap Cap Disclosure Event, NGFPBSFP, at its own expense, shall (a) (1)(a) either (i) provide to MLMI the Depositor the current Swap Cap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;EDGAR compatible format, (b) secure another entity to replace NGFP BSFP as party xxxxx to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and or which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFP’s the BSFP's obligations under this Agreement from an affiliate of NGFP the BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Cap Provider, and cause such affiliate to provide Swap Cap Financial Disclosure. If Reference Number: FXML6RM5C1 LaSalle Bank National Association, not individually, but solely as Trustee for Merrill Lynch Mortgage Investors, Inc. Mortgage Loan Asset-Backed Certxxxxxxxs, Xxxies 2006-RM5 October 27, 2006 Page 14 of 17 permitted by Regulation AB, any required Swap Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) BSFP agrees that, in the event that BSFP provides Cap Financial Disclosure to MLMI in accordance with Section 14(iii)(a) or causes its affiliate to provide Cap Financial Disclosure to MLMI in accordance with Section 14(iii)(a), it will indemnify and hold harmless MLMI, its respective directors or officers and any person controlling MLMI, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of this provision, “Rating Agency Condition” means, with respect to a material fact contained in such Cap Financial Disclosure or caused by any particular proposed act omission or alleged omission to act hereunder that state in such Cap Financial Disclosure a material fact required to be stated therein or necessary to make the party acting or failing to act must consult with each statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (ia) NGFP agrees If the Depositor under the Pooling and acknowledges that Nomura Asset Acceptance Corporation (“NAAC”) is required under Servicing Agreement still has a reporting obligation with respect to this Transaction pursuant to Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended ("REGULATION AB") and BNY has not, within 30 days after receipt of a Swap Disclosure Request complied with the “Exchange Act”provisions set forth below in this Paragraph 4(9) (“provided that if the significance percentage reaches 10% after a Swap Disclosure Request has been made to BNY, BNY must comply with the provisions set forth below in this Section 4(9) within 10 calendar days of BNY being informed of the significance percentage reaching 10%), then an Additional Termination Event shall have occurred with respect to BNY and BNY shall be the sole Affected Party with respect to such Additional Termination Event. (b) BNY acknowledges that for so long as there are reporting obligations with respect to this Transaction under Regulation AB”), the Depositor is required under Regulation AB to disclose certain financial information set forth in Regulation AB regarding NGFP BNY or its group of affiliated entities, if applicable, depending on the aggregate “"significance percentage” " of this Agreement and any other derivative contracts between NGFP BNY or its group of affiliated entities, if applicable, and the Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (iic) It shall be If the Depositor determines, reasonably and in good faith, that the significance percentage of this Agreement has increased to eight (8) percent, then the Depositor may request on a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC requests of such determination from NGFP BNY the applicable financial same information described set forth in Item 1115 1115(b) of Regulation AB that would have been required if the significance percentage had in fact increased to ten (10) percent (such request request, a "SWAP DISCLOSURE REQUEST" and such requested information, subject to be based on a reasonable the last sentence of this paragraph, is the "SWAP FINANCIAL DISCLOSURE"). The Counterparty or the Depositor shall provide BNY with the calculations and any other information reasonably requested by BNY with respect to the Depositor's determination by NAACthat led to the Swap Disclosure Request. The parties hereto further agree that the Swap Financial Disclosure provided to meet the Swap Disclosure Request may be, solely at BNY's option, either the information set forth in good faith, that such information is required under Item 1115(b)(1) or Item 1115(b)(2) of Regulation AB) (the “Swap Financial Disclosure”). (iiid) Upon the occurrence of a Swap Disclosure EventRequest, NGFPBNY, at its own expense, shall (a) (1)(a) either (ix) provide to the Depositor with the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or an Edgar-compatible formax, xx (iiy) provide written consent subject to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange ActRating Agency Condition, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP BNY as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) and which entity is able to comply with provide the requirements of Item 1115 of Regulation AB, or (c) obtain a guaranty of NGFP’s obligations under this Agreement from an affiliate of NGFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Securities Exchange Act. (e) BNY's obligation to comply with this Paragraph 4(9) shall be suspended as of January 1, 2008 unless, at any time, BNY receives notification from the Depositor or the Counterparty that the Trust Fund's obligation to file periodic reports under the Exchange Act shall continue; provided, however, that such obligations shall not be suspended in respect of any Exchange Act Report or amendment to an Exchange Act Report in such fiscal year which relates to any fiscal year in which the Trust Fund was subject to the reporting requirements of the Exchange Act. For purposes of this provision, “Rating Agency Condition” means, with respect This obligation shall continue to any particular proposed act be suspended unless the Depositor or omission to act hereunder the Counterparty notifies BNY that the party acting or failing Trust Fund's obligations to act must consult with each of file reports under the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any CertificatesExchange Act has resumed.

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Asset Acceptance Corporation IndyMac ABS, Inc. (the “NAACDepositor”) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC the Depositor requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACthe Depositor, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPBSFP, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB, or (c) obtain a guaranty of NGFPthe BSFP’s obligations under this Agreement that satisfies the Rating Agency Condition, from an affiliate of NGFP the BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial DisclosureDisclosure or (d) post collateral that will be sufficient to reduce the “significance percentage” as defined under Item 1115 of Regulation AB such that no information that would otherwise have constituted Swap Financial Disclosure will be required to be filed with, or incorporated by reference into, the Exchange Act Reports of the Depositor pursuant to Item 1115 of Regulation AB. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) BSFP agrees that, in the event that BSFP provides Swap Financial Disclosure to the Depositor in accordance with clause (iii)(a) of this provisionparagraph 15 or causes its affiliate to provide Swap Financial Disclosure to the Depositor in accordance with clause (iii)(c) of paragraph 15, “Rating Agency Condition” meansit will indemnify and hold harmless the Depositor, with respect to its respective directors or officers and any particular proposed act person controlling the Depositor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the party acting or failing to act must consult with each statements therein, in light of the rating agencies then providing a rating circumstances under which they were made, not misleading. (v) BSFP hereby represents and warrants that there are no affiliations between BSFP and any of the Certificates following parties (the “Securitization Parties”) identified to BSFP by the Depositor or any relationships or transactions relating to BSFP and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal any of the then-current rating Securitization Parties of any Certificatesa type described in Item 1119(b) of Regulation AB: (i) IndyMac Bank, F.S.B. (the sponsor, seller and servicer); (ii) IndyMac ABS, Inc. (the depositor); and (iii) Deutsche Bank National Trust Company (Administrator and custodian).

Compliance with Regulation AB. (i) NGFP agrees and acknowledges Party A has been advised by Party B that Nomura Asset Acceptance Corporation Capital One Auto Receivables, LLC (the “NAACSeller”) is and Party B are required under Regulation AB under the Securities Act of 1933, as amended, 1933 and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain information regarding Party A. Such information may include financial information regarding NGFP or its group of affiliated entities, if applicable, depending on to the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with extent required under Item 1115 of Regulation AB. (ii) It If required, upon written request, Party A shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after provide to Party B or the date hereof, NAAC requests from NGFP Seller the applicable financial information described in under Item 1115 1115(b) of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of a written request for such request to be based on a reasonable determination Reg AB Financial Information by NAACthe Seller or Party B (the “Response Period”), so long as the Seller or Party B has reasonably determined, in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A shall promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period, find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and the Insurer and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Swap Financial DisclosureReg AB Approved Entity”). Party A shall continue to perform its obligations and use reasonable efforts to find a Reg AB Approved Entity until a suitable substitute is in place. The cost of finding and transferring its rights and obligations to a Reg AB Approved Entity shall be borne by Party A. The failure of Party A to comply with its obligations in the preceding paragraph will result in an Additional Termination Event under Part 1(k)(i)(A) of this Agreement. In the event of an Early Termination Date in respect of the foregoing Additional Termination Event and the entering into by Party B of alternative swap arrangements, Party A shall pay all reasonable out-of-pocket expenses, including legal fees and stamp taxes, relating to the entering into of such alternative swap arrangements. (iii) Upon If Party B or the occurrence Seller request (in writing) the Reg AB Financial Information from Party A, then the Seller or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Preliminary Prospectus Supplement, dated April 24, 2006, or in the Xxxxxxxxxx Xxxxxxxxxx, dated April 25, 2006, each relating to Capital One Auto Finance Trust 2006-A under the headings “Summary of Terms – The Parties – Swap Counterparty” and “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a Swap Disclosure Eventmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (v) Party A shall indemnify and hold harmless Party B, NGFPthe Seller, at its own expensetheir respective directors or officers and any person controlling Party B or the Seller, shall (afrom and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Seller pursuant to this Part 6(y) (1)(athe “Party A Information”) either or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (vi) Promptly after the indemnified party under Part 6(y)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 6(y)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) provide such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Depositor indemnifying party and in the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) provide a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. The indemnifying party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release entry of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, or (c) obtain a guaranty of NGFP’s obligations under this Agreement from an affiliate of NGFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes of this provision, “Rating Agency Condition” means, judgment with respect to any particular proposed act pending or omission threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to act such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. No indemnified party will settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder that without the party acting or failing to act must consult with each consent of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would indemnifying party, which consent shall not cause a downgrade or withdrawal of the then-current rating of any Certificatesbe unreasonably withheld.

Compliance with Regulation AB. (i) NGFP Party A agrees and acknowledges that Nomura Financial Asset Acceptance Corporation Securities Corp. (“NAACthe Depositor”) is required under Regulation AB as defined under the Securities Act of 1933, as amended, Pooling and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”)Servicing Agreement, to disclose certain financial information regarding NGFP Party A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP Party A or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC the Depositor requests from NGFP Party A the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACthe Depositor, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPParty A, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in an XXXXX-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP Party A or any entity that consolidates NGFP Party A within five days of the release of any such updated Swap Financial Disclosure;, ; or (b2) secure another entity to replace NGFP Party A as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation ABRegulation. (iv) Party A agrees that, or (c) obtain a guaranty of NGFP’s obligations under this Agreement from an affiliate of NGFP in the event that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable Party A provides Swap Financial Disclosure to the Swap Provider, and cause such Depositor in accordance with clause (iii)(a) of Paragraph 3(6)(u) or causes its affiliate to provide Swap Financial Disclosure. If permitted Disclosure to the Depositor in accordance with clause (iii)(c) of Paragraph 3(6)(u), it will indemnify and hold harmless the Depositor, its respective directors or officers and any person controlling the Depositor, from and against any and all losses, claims, damages and liabilities caused by Regulation AB, any required untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure may be provided or caused by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the party acting or failing to act must consult with each statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Asset Acceptance Corporation (“NAAC”) the Depositor is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (“"Regulation AB”"), to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “"significance percentage” " of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap Cap disclosure event (“Swap "Cap Disclosure Event”") if, on any Business Day after the date hereof, NAAC Depositor or Trust Administrator requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACDepositor or Trust Administrator, in good faith, that such information is required under Regulation AB) (the “Swap "Cap Financial Disclosure”"). (iii) Upon the occurrence of a Swap Cap Disclosure Event, NGFPBSFP, at its own expense, shall (a1) (1)(aa) either (i) provide to the Depositor the current Swap Cap Financial Disclosure in an EDGAR-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft xx Xicrosoft Excel® format but not in .pdf format) or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Cap Financial Disclosure that as are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s 's report relating to their audits of such current Swap Cap Financial Disclosure in the Exchange Act Reports of the DepositorDepositor , and (c) provide to the Depositor any updated Swap Cap Financial Disclosure with respect to NGFP BSFP or any entity that consolidates NGFP BSFP within five days of the release of any such updated Swap Cap Financial Disclosure;; , (b2) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap each Rating AgenciesAgency, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (Required Ratings and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c3) obtain a guaranty of NGFP’s the BSFP's obligations under this Agreement from an affiliate of NGFP the BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Cap Provider, and cause such affiliate to provide Swap Cap Financial Disclosure. If permitted by Regulation AB, any required Swap Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. (iv) BSFP agrees that, in the event that BSFP provides Cap Financial Disclosure to Depositor in accordance with clause (iii)(1) of paragraph 14 or causes its affiliate to provide Cap Financial Disclosure to Depositor in accordance with clause (iii)1(c) of paragraph 14, it will indemnify and hold harmless Depositor, its respective directors or officers and any person controlling Depositor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Cap Financial Disclosure or caused by any omission or alleged omission to state in such Cap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (v) Third party Beneficiary. For purposes Depositor shall be an express third party beneficiary of this provision, “Rating Agency Condition” means, with respect Agreement as if a party hereto to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each extent of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any CertificatesDepositor's rights explicitly specified herein. NEITHER THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR STEARNS COMPANIES INC. XXXXX XHAN BEAR STEARNS FINANCIAL PRODUCTS INC. IS AN OBLIGOR OR A CREXXX XXXPORT PROVIDER ON THIS AGREEMENT.

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Asset Acceptance Corporation Xxxxxxx Xxxxx Mortgage Investors Trust, Inc., Series 2006-AHL1 (“NAAC”"MLMI") is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (“"Regulation AB”"), to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “"significance percentage” " of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) . It shall be a swap disclosure event (“"Swap Disclosure Event”") if, on any Business Day after the date hereof, NAAC MLMI requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACMLMI, in good faith, that such information is required under Regulation AB) (the “"Swap Financial Disclosure”"). (iii) . Upon the occurrence of a Swap Disclosure Event, NGFPBSFP, at its own expense, shall (a) (1)(a) either (i) provide to MLMI the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and or which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFP’s the BSFP's obligations under this Agreement from an affiliate of NGFP the BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes BSFP agrees that, in the event that BSFP provides Swap Financial Disclosure to MLMI in accordance with Section 14(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to MLMI in accordance with Section 14(iii)(a), it will indemnify and hold harmless MLMI, its respective directors or officers and any person controlling MLMI, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of this provision, “Rating Agency Condition” means, with respect to a material fact contained in such Swap Financial Disclosure or caused by any particular proposed act omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the party acting or failing to act must consult with each statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Mortgage Asset Acceptance Corporation Securitization Transactions, Inc. (“NAACMASTR”) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC MASTR requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACMASTR, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPBSFP, at its own expense, shall (a) (1)(a) either (i) provide to MASTR the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFPthe BSFP’s obligations under this Agreement from an affiliate of NGFP the BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) BSFP agrees that, in the event that BSFP provides Swap Financial Disclosure to MASTR in accordance with clause (iii)(a) of this provisionparagraph 17 or causes its affiliate to provide Swap Financial Disclosure to MASTR in accordance with clause (iii)(c) of paragraph 17, “Rating Agency Condition” meansit will indemnify and hold harmless MASTR, with respect to its respective directors or officers and any particular proposed act person controlling MASTR, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the party acting or failing to act must consult with each statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Asset Acceptance Corporation IndyMac ABS, Inc. (“NAAC”"IMABS") is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (“"Regulation AB”"), to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “"significance percentage” " of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“"Swap Disclosure Event”") if, on any Business Day after the date hereof, NAAC IMABS requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACIMABS, in good faith, that such information is required under Regulation AB) (the “"Swap Financial Disclosure”"). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPBSFP, at its own expense, shall (a) (1)(a) either (i) provide to IMABS the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFP’s the BSFP's obligations under this Agreement Agreement, subject to Rating Agency Condition, from an affiliate of NGFP the BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. (iv) BSFP agrees that, in the event that BSFP provides Swap Financial Disclosure to IMABS in accordance with clause (iii)(a) of paragraph 13 or causes its affiliate to provide Swap Financial Disclosure to IMABS in accordance with clause (iii)(c) of paragraph 13, it will indemnify and hold harmless IMABS, its respective directors or officers and any person controlling IMABS, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. NEITHER THE BEAR XXXXXXX COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR XXXXXXX COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR A CREDIT SUPPORT PROVIDER ON THIS AGREEMENT. 5. Account Details and Settlement Information: PAYMENTS TO BSFP: Citibank, N.A., New York ABA Number: 000-0000-00, for the account of Bear, Xxxxxxx Securities Corp. Account Number: 0925-3186, for further credit to Bear Xxxxxxx Financial Products Inc. Sub-account Number: 102-04654-1-3 Attention: Derivatives Department PAYMENTS TO COUNTERPARTY: Deutsche Bank National Trust Company ABA # 000000000 Account # 00000000 Account Name: NYLTD Funds Control/Stars West Ref: XxxxXxx 0000-X0 Xxxxxxxxxxx Certificates This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Counterparty hereby agrees to check this Confirmation and to confirm that the foregoing correctly sets forth the terms of the Transaction by signing in the space provided below and returning to BSFP a facsimile of the fully-executed Confirmation to 000-000-0000. For purposes inquiries regarding U.S. Transactions, please contact XXXXX XXXXXX by telephone at 000-000-0000. For all other inquiries please contact DERIVATIVES DOCUMENTATION by telephone at 000-0-000-0000. Originals will be provided for your execution upon your request. We are very pleased to have executed this Transaction with you and we look forward to completing other transactions with you in the near future. Very truly yours, BEAR XXXXXXX FINANCIAL PRODUCTS INC. By: _______________________________ Name: Title: Counterparty, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as of the Trade Date. AGREED AND ACCEPTED AS OF THE TRADE DATE BY: DEUTSCHE BANK NATIONAL TRUST COMPANY, NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS TRUSTEE FOR INDYMAC RESIDENTIAL MORTGAGED-BACKED TRUST, SERIES 0000-X0, XXXXXXXXXXX MORTGAGE-BACKED CERTIFICATES, SERIES 2006-L1 By: _______________________________ Name: Title: am SCHEDULE I (all such dates subject to adjustment in accordance with the Business Day Convention) FROM AND INCLUDING TO BUT EXCLUDING NOTIONAL AMOUNT (USD) CAP RATE (%) ------------------ ---------------- --------------------- ------------ Effective Date 25-May-2006 5,635,000.00 4.51000 25-May-2006 Termination Date 5,635,000.00 4.31000 EXHIBIT H FORM OF LOST NOTE AFFIDAVIT Personally appeared before me the undersigned authority to administer oaths, ___________________ who first being duly sworn deposes and says: Deponent is ___________ of _____________, successor by merger to ________________ ("Seller") and who has personal knowledge of the facts set out in this provisionaffidavit. On ______________________, “Rating Agency Condition” means________ did execute and deliver a promissory note in the principal amount of $_______________. That said note has been misplaced or lost through causes unknown and is presently lost and unavailable after diligent search has been made. Seller's records show that an amount of principal and interest on said note is still presently outstanding, due, and unpaid, and Seller is still owner and holder in due course of said lost note. Seller executes this Affidavit for the purpose of inducing Deutsche Bank National Trust Company, as trustee on behalf of IndyMac ABS, Inc., IndyMac Residential Mortgage-Backed Trust 2006-L1, Mortgage Backed Certificates, Series 2006-L1, to accept the transfer of the above described loan from Seller. Seller agrees to indemnify Deutsche Bank National Trust Company, IndyMac ABS, Inc. and IndyMac Bank, F.S.B. harmless for any losses incurred by such parties resulting from the above described promissory note has been lost or misplaced. By: _______________ _______________ STATE OF_____________ ) ) ss.: COUNTY OF___________ ) On this _____ day of _____________, 20__, before me, a Notary Public, in and for said County and State, appeared ___________________, who acknowledged the extension of the foregoing and who, having been duly sworn, states that any representations therein contained are true. Witness my hand and Notarial Seal this _____________ day of 20__. ____________________ ____________________ My commission expires _____________. EXHIBIT I FORM OF CERTIFICATION WITH RESPECT TO ERISA AND THE CODE [DATE] IndyMac ABS, Inc. Deutsche Bank National Trust Company 000 Xxxxx Xxxx Xxxxxx 0000 Xxxx Xx. Xxxxxx Xxxxx Pasadena, California 91101 Xxxxx Xxx, Xxxxxxxxxx 00000-0000 Attention: Trust Administration - IN06L1 Re: IndyMac ABS Inc., IndyMac Residential Mortgage-Backed Trust 2006-L1, Mortgage-Backed Certificates, Series 2006-L1 Ladies and Gentlemen: _______________________________ (the "Transferee") intends to acquire from __________________________ (the "Transferor") $____________ Initial Certificate Principal Balance of IndyMac Residential Mortgage-Backed Trust 2006-L1, Mortgage Backed Certificates, Series 2006-L1, Class ___ (the "Certificates"), issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of March 1, 2006 among IndyMac ABS, Inc. as depositor (the "Depositor"), IndyMac Bank, F.S.B. as seller (the "Seller") and servicer (the "Servicer") and Deutsche Bank National Trust Company as trustee (the "Trustee"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to, and covenants with respect the Depositor, the Trustee and the Servicer the following: The Certificates (i) are not being acquired by, and will not be transferred to, any employee benefit plan within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or other retirement arrangement, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986 (the "Code") (any of the foregoing, a "Plan"), (ii) are not being acquired with "plan assets" of a Plan within the meaning of the Department of Labor ("DOL") regulation, 29 C.F.R.ss.2510.3-101 and (iii) will not be transferred to any particular proposed act or omission entity that is deemed to act hereunder be investing in plan assets within the meaning of the DOL regulation at 29 X.X.X.xx. 2510.3-101. Very truly yours, [Transferee] By:___________________________ Name: Title: EXHIBIT J FORM OF RULE 144A INVESTMENT LETTER [Date] IndyMac ABS, Inc. Deutsche Bank National Trust Company 000 Xxxxx Xxxx Xxxxxx 0000 Xxxx Xx. Xxxxxx Xxxxx Pasadena, California 91101 Xxxxx Xxx, Xxxxxxxxxx 00000-0000 Attention: Trust Administration - IN06L1 Re: IndyMac Residential Mortgage-Backed Trust 2006-L1, Mortgage-Backed Certificates Series 2006-L1 Ladies and Gentlemen: In connection with our acquisition of the above Certificates we certify that: (a) we understand that the party acting Certificates are not being registered under the Securities Act of 1933, as amended (the "Act"), or failing any state securities laws and are being transferred to act must consult with each us in a transaction that is exempt from the registration requirements of the rating agencies then providing a rating Act and any such laws; (b) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the Certificates and receive from each all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates; (c) [Reserved]; (d) we have not, nor has anyone acting on our behalf offered, transferred, pledged, sold or otherwise disposed of the Certificates, any interest in the Certificates or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Certificates, any interest in the Certificates or any other similar security from, or otherwise approached or negotiated with respect to the Certificates, any interest in the Certificates or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or require registration pursuant thereto, nor will act, nor has authorized or will authorize any person to act, in such rating agency manner with respect to the Certificates; (e) we are a prior written confirmation "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act and have completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. We are aware that the proposed action sale to us is being made in reliance on Rule 144A. We are acquiring the Certificates for our own account or inaction would for resale pursuant to Rule 144A and further, understand that such Certificates may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the Securities Act; and (f) either (i) we are not cause a downgrade an employee benefit or withdrawal other plan subject to the prohibited transaction provisions of the then-current rating Employee Retirement Income Security Act of 1974, as amended ("ERISA), or Section 4975 of the Internal Revenue Code of 1986, as amended ("Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any CertificatesPlan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101 or (ii) we have provided the Trustee, the Depositor and the Servicer with an opinion of counsel acceptable to and in form and substance satisfactory to such parties to the effect that the purchase of Certificates is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Trustee, the Depositor or the Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in the Pooling and Servicing Agreement]. Very truly yours, [NAME OF TRANSFEREE] By:____________________ Authorized Officer ANNEX 1 TO EXHIBIT J QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Transferees Other Than Registered Investment Companies] The undersigned (the "Buyer") hereby certifies as follows to the parties listed in the Rule 144A Transferee Certificate to which this certification relates with respect to the Certificates described therein: 1. As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or other executive officer of the Buyer. 2. In connection with purchases by the Buyer, the Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A") because (i) the Buyer owned and/or invested on a discretionary basis $_______(1) in securities (except for the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A and (ii) the Buyer satisfies the criteria in the category marked below.

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Financial Asset Acceptance Corporation Securities Corp. (“NAACFASC”) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC FASC requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACFASC, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPBSFP, at its own expense, shall (a) (1)(a) either (i) provide to FASC the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and or which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFPthe BSFP’s obligations under this Agreement from an affiliate of NGFP the BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) BSFP agrees that, in the event that BSFP provides Swap Financial Disclosure to FASC in accordance with clause (iii)(a) of this provisionparagraph 18 or causes its affiliate to provide Swap Financial Disclosure to FASC in accordance with clause (iii)(c) of paragraph 18, “Rating Agency Condition” meansit will indemnify and hold harmless FASC, with respect to its respective directors or officers and any particular proposed act person controlling FASC, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the party acting or failing to act must consult with each statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP agrees and acknowledges Party A has been advised by Party B that Nomura Asset Acceptance Corporation Capital One Auto Receivables, LLC (the “NAACSeller”) is and Party B are required under Regulation AB under the Securities Act of 1933, as amended, 1933 and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain information regarding Party A. Such information may include financial information regarding NGFP or its group of affiliated entities, if applicable, depending on to the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with extent required under Item 1115 of Regulation AB. (ii) It If required, upon written request, Party A shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after provide to Party B or the date hereof, NAAC requests from NGFP Seller the applicable financial information described in under Item 1115 1115(b) of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of a written request for such request to be based on a reasonable determination Reg AB Financial Information by NAACthe Seller or Party B (the “Response Period”), so long as the Seller or Party B has reasonably determined, in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A shall promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period, find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and the Insurer and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Swap Financial DisclosureReg AB Approved Entity”). Party A shall continue to perform its obligations and use reasonable efforts to find a Reg AB Approved Entity until a suitable substitute is in place. The cost of finding and transferring its rights and obligations to a Reg AB Approved Entity shall be borne by Party A. The failure of Party A to comply with its obligation to find a replacement counterparty as described in the preceding paragraph will result in an Additional Termination Event under Part 1(k)(i)(A) of this Agreement. In the event of an Early Termination Date in respect of the foregoing Additional Termination Event and the entering into by Party B of alternative swap arrangements, Party A shall pay all reasonable out-of-pocket expenses, including legal fees and stamp taxes, relating to the entering into of such alternative swap arrangements. (iii) Upon If Party B or the occurrence Seller request (in writing) the Reg AB Financial Information from Party A, then the Seller or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Preliminary Prospectus Supplement, dated April 30, 2007, or in the Prospectus Supplement, dated April 30, 2007, each relating to Capital One Auto Finance Trust 2007-B under the headings “Summary of Terms – The Parties – Swap Counterparty” and “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a Swap Disclosure Eventmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, NGFPthe Seller, at its own expensetheir respective directors or officers and any person controlling Party B or the Seller, shall (afrom and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Seller pursuant to this Part 6(y) (1)(athe “Party A Information”) either or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (B) Capital One Auto Finance Inc. (“COAF”) shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that COAF shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 6(y)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 6(y)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) provide such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Depositor indemnifying party and in the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) provide a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. The indemnifying party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release entry of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, or (c) obtain a guaranty of NGFP’s obligations under this Agreement from an affiliate of NGFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes of this provision, “Rating Agency Condition” means, judgment with respect to any particular proposed act pending or omission threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to act such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. No indemnified party will settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder that without the party acting or failing to act must consult with each consent of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would indemnifying party, which consent shall not cause a downgrade or withdrawal of the then-current rating of any Certificatesbe unreasonably withheld.

Compliance with Regulation AB. (i) NGFP UBS AG agrees and acknowledges that Nomura Wells Fargo Asset Acceptance Securities Corporation (“NAAC”the "Depositor") is required under requirxx xxder Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (“"Regulation AB”"), to disclose certain financial information regarding NGFP or its group of affiliated entities, if applicableUBS AG, depending on the aggregate “significance percentage” "Significance Percentage" (as defined in Item 1115 of Regulation AB) of all Transactions under this Agreement and Agreement, together with any other transactions that fall within the meaning of "derivative contracts contracts" for the purposes of Item 1115 of Regulation AB between NGFP or its group of affiliated entities, if applicable, UBS AG and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation ABthe Calculation Methodology (as defined below). (ii) It shall be a swap disclosure event (“"Swap Disclosure Event”") if, on any Business Day after the date hereof, NAAC requests from NGFP the applicable financial information described Depositor notifies UBS AG the Significance Percentage has reached one of the thresholds for significance of derivative contracts set forth in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACthe Depositor, in good faithfaith and using the Calculation Methodology, that of such information is required under Regulation AB) (the “Swap Financial Disclosure”Significance Percentage). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPUBS AG, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor the current applicable Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;as defined below), (b) secure another entity to replace NGFP UBS AG as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and or which satisfies the [Rating Agency Condition]) and which entity is able to comply with provide the requirements of Item 1115 of Regulation AB, appropriate Swap Financial Disclosure or (c) obtain a guaranty of NGFP’s UBS AG's obligations under this Agreement from an affiliate of NGFP UBS AG that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will will, in the judgment of counsel to the Depositor, satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial DisclosureDisclosure and cause such affiliate to provide indemnity for the Swap Financial Disclosure that is reasonably acceptable to the Depositor. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by reference to or incorporation by reference from reports filed pursuant to the Exchange Act. (iv) UBS AG agrees that, in the event that UBS AG provides Swap Financial Disclosure to the Depositor in accordance with paragraph (iii)(a) above, or causes its affiliate to provide Swap Financial Disclosure to the Depositor in accordance with paragraph (iii)(c) above, it will indemnify and hold harmless the Depositor, its respective directors or officers and any person controlling the Depositor, from and against any and all losses, claims, damages and liabilities (any "Damage") caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however that the foregoing shall not apply to any Damage caused by the negligence or any willful action of the Depositor or any other party (other than UBS AG or any of its affiliates or any of their respective agents), including without limitation any failure to calculate the Significance Percentage according to the terms of this Agreement or to make any filing as and when required under Regulation AB. (v) In the event that UBS AG provides the information referred to above, such information shall be provided not later than five (5) business days prior to the date in which the Master Servicer is required to file a Form 10-D for such Distribution Date. For the purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any Certificates.hereof:

Compliance with Regulation AB. (i) NGFP Party A agrees and acknowledges that Nomura Asset Acceptance Corporation (“NAAC”) the Depositor is required under Regulation AB as defined under the Securities Act of 1933, as amended, Pooling and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”)Servicing Agreement, to disclose certain financial information regarding NGFP Party A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP Party A or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC the Depositor requests from NGFP Party A the applicable financial information described in Item 1115 1115(b) of Regulation AB (such request to be based on a reasonable determination by NAACDepositor, in good faith, that such information is required under Regulation AB) (the “Swap Company Financial DisclosureInformation”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPParty A, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor the current Swap Company Financial Disclosure Information in an XXXXX-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Company Financial Disclosure Information that are filed with the Securities and Exchange Commission in the reports Exchange Act Reports of the Trust filed pursuant to the Exchange ActDepositor, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference in the Exchange Act Reports of the Depositor of such accounting firm’s report relating to their audits of such current Swap Company Financial Disclosure in the Exchange Act Reports of the DepositorInformation, and (c) provide to the Depositor any updated Swap Company Financial Disclosure Information with respect to NGFP Party A or any entity that consolidates NGFP Party A within five days of the release of any such updated Swap Company Financial Disclosure;, Information; (b2) secure another entity to replace NGFP Party A as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating AgenciesAgreement, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB, or (c3) obtain a guaranty of NGFPParty A’s obligations under this Agreement from an affiliate of NGFP Party A that is able to comply with the financial information disclosure requirements of Item 1115 1115(b) of Regulation AB, and cause such affiliate to provide Company Financial Information and any future Company Financial Information, such that disclosure provided in respect of the such affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause or (4) post collateral that will be sufficient to reduce the “significance percentage” as defined under Item 1115 of Regulation AB such affiliate that no information that would otherwise have constituted Company Financial Information will be required to provide Swap Financial Disclosure. If permitted be filed with, or incorporated by reference into, the Exchange Act reports of the Depositor pursuant to Item 1115 of Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any Certificates.

Compliance with Regulation AB. (i) NGFP Bear Xxxxxxx agrees and acknowledges that Nomura Asset Acceptance Corporation Xxxxxxx Xxxxx Mortgage Investors, Inc. (“NAAC”the "DEPOSITOR") is required under Regulation AB as defined under the Securities Act of 1933, as amended, Pooling and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”)Servicing Agreement, to disclose certain financial information regarding NGFP Bear Xxxxxxx or its group of affiliated entities, if applicable, depending on the aggregate “"significance percentage” " of this Agreement and any other derivative contracts between NGFP Bear Xxxxxxx or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap cap disclosure event (“Swap Disclosure Event”"CAP DISCLOSURE EVENT") if, on any Business Day after the date hereof, NAAC the Depositor requests from NGFP Bear Xxxxxxx the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACDepositor, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”"CAP FINANCIAL DISCLOSURE"). (iii) Upon the occurrence of a Swap Cap Disclosure Event, NGFPBear Xxxxxxx, within 10 calendar days, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor the current Swap Cap Financial Disclosure in an XXXXX-compatible format (for example, such information may be provided in Microsoft Word® Word(R) or Microsoft Excel® Excel(R) format but not in .pdf format) or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Cap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s 's report relating to their audits of such current Swap Cap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Cap Financial Disclosure with respect to NGFP Bear Xxxxxxx or any entity that consolidates NGFP Bear Xxxxxxx within five days of the release of any such updated Swap Cap Financial Disclosure;, ; (b2) secure another entity to replace NGFP Bear Xxxxxxx as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating AgenciesAgreement, which entity (or a guarantor therefor) meets or exceeds the Moody's Approved Rating Ratings Thresholds (and S&P Approved Ratings Threshold and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB, or (c3) obtain a guaranty of NGFP’s Bear Xxxxxxx' obligations under this Agreement from an affiliate of NGFP Bear Xxxxxxx that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Cap Financial Disclosure and any future Cap Financial Disclosure, such that disclosure provided in respect of the such affiliate will satisfy any disclosure requirements applicable to the Swap Cap Provider. (iv) Bear Xxxxxxx agrees that, and cause such in the event that Bear Xxxxxxx provides Cap Financial Disclosure to Depositor in accordance with Part 5(l)(iii)(1) or causes its affiliate to provide Swap Cap Financial Disclosure. Disclosure to Depositor in accordance with clause Part 5(l)(iii)(3), it will indemnify and hold harmless Depositor, its respective directors or officers and any person controlling Depositor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Cap Financial Disclosure or caused by any omission or alleged omission to state in such Cap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (v) If permitted by Trustee and Depositor reasonably requests, Bear Xxxxxxx shall provide such other information as may be necessary for Depositor to comply with Item 1115 of Regulation AB, any required Swap Financial Disclosure may . (vi) Each of the Trustee and Depositor shall be provided by incorporation by reference from reports filed pursuant an express third party beneficiary of this Agreement as if a party hereto to the Exchange Act. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each extent of the rating agencies then providing a rating of Trustee's and the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any CertificatesDepositor's rights explicitly specified in this Part 5(l).

Compliance with Regulation AB. (i) NGFP Party A agrees and acknowledges that Nomura Asset Acceptance Corporation Ace Securities Corp. (“NAACACE”) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding NGFP Party A or its group of affiliated entities, if applicable, depending on the aggregate “significance significant percentage” of this Agreement and any other derivative contracts between NGFP Party A or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC ACE requests from NGFP Party A the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACACE, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPParty A, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor ACE the current Swap Financial Disclosure in an EXXXX-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to the Depositor ACE to incorporation by reference of such current Swap Financial Disclosure that are as is filed with the Securities and Exchange Commission in the reports Exchange Act Reports of the Trust filed pursuant to the Exchange ActACE, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference in the Exchange Act Reports of ACE of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the DepositorDisclosure, and (c) provide to the Depositor ACE any updated Swap Financial Disclosure with respect to NGFP Party A or any entity that consolidates NGFP Party A within five days of the release of any such updated Swap Financial Disclosure;, ; (b2) secure another entity to replace NGFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agenciesan Eligible Replacement, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) and which entity is able to comply complies with the requirements of Item 1115 of Regulation AB, including providing the information contemplated by Part 5(e)(iii)(1) above, to enter a Replacement Transaction by way of a Permitted Transfer or (c3) obtain a guaranty an Eligible Guarantee of NGFPParty A’s obligations under this Agreement from an affiliate of NGFP Party A that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, including providing the information contemplated by Part 5(e)(iii)(1) above, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap ProviderParty A, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) Party A and the primary obligor under any Credit Support Document agree that, in the event that Party A provides Swap Financial Disclosure to ACE in accordance with Part 5(e)(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to ACE in accordance with Part 5(e)(iii)(c), Party A and such primary obligor will indemnify and hold harmless ACE, its respective directors or officers and any person controlling ACE, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of this provision, “Rating Agency Condition” means, with respect to a material fact contained in such Swap Financial Disclosure or caused by any particular proposed act omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact, when considered in conjunction with any other information regarding Party A or the party acting derivative instrument being written by Party A in the final prospectus for ACE 2007-ASAP2, required to be stated therein or failing necessary to act must consult with each make the statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Asset Acceptance Corporation Xxxxxxx Xxxxx Mortgage Investors, Inc., Series 2006-RM2 (“NAAC”"MLMI") is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (“"Regulation AB”"), to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “"significance percentage” " of this Agreement and any other Reference Number: XXXXX0000 LaSalle Bank National Association, as Trustee for Xxxxxxx Xxxxx Mortgage Investors, Inc., Series 2006-RM2 May 31, 2006 Page 13 of 17 derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) . It shall be a swap disclosure event (“"Swap Disclosure Event”") if, on any Business Day after the date hereof, NAAC MLMI requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACMLMI, in good faith, that such information is required under Regulation AB) (the “"Swap Financial Disclosure”"). (iii) . Upon the occurrence of a Swap Disclosure Event, NGFPBSFP, at its own expense, shall (a) (1)(a) either (i) provide to MLMI the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and or which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFP’s the BSFP's obligations under this Agreement from an affiliate of NGFP the BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes BSFP agrees that, in the event that BSFP provides Swap Financial Disclosure to MLMI in accordance with Section 14(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to MLMI in accordance with Section 14(iii)(a), it will indemnify and hold harmless MLMI, its respective directors or officers and any person controlling MLMI, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of this provision, “Rating Agency Condition” means, with respect to a material fact contained in such Swap Financial Disclosure or caused by any particular proposed act omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the party acting or failing to act must consult with each statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP Party A agrees and acknowledges that Nomura Asset Acceptance Corporation Citigroup Mortgage Loan Trust Inc. (“NAACCMLTI”) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding NGFP Party A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP Party A or its group of affiliated entities, if applicable, and CounterpartyParty B, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC CMLTI requests from NGFP Party A the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACCMLTI, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPParty A, at its own expense, shall (a) (1)(a) either (i) provide to CMLTI the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity (which may be an affiliate of Party A) to replace NGFP Party A as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFP’s obligations guaranty, subject to Rating Agency Condition, in a form reasonably acceptable to S&P, Mxxxx’x, and Fitch, as applicable, of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor Party A's obligation under this Agreement from Agreement; provided that such person is an affiliate of NGFP Party A that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the such affiliate will satisfy any disclosure requirements applicable to the Swap ProviderParty A, and provided, further, that Party A will cause such affiliate to provide Swap Financial DisclosureDisclosure to CMLTI. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) Party A agrees that, in the event that Party A provides Swap Financial Disclosure to CMLTI in accordance with Part 5(l)(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to CMLTI in accordance with Part 5(l)(iii)(c), it or the guarantor, if applicable, will indemnify and hold harmless CMLTI, its respective directors or officers and any person controlling CMLTI, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (v) CMLTI shall be an express third party beneficiary of this provision, “Rating Agency Condition” means, with respect Agreement as if a party hereto to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each extent of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any CertificatesCMLTI’s rights explicitly specified herein.

Compliance with Regulation AB. (i) NGFP Party A agrees and acknowledges that Nomura Financial Asset Acceptance Corporation Securities Corp. (“NAACthe Depositor”) is required under Regulation AB as defined under the Securities Act of 1933, as amended, Pooling and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”)Servicing Agreement, to disclose certain financial information regarding NGFP Party A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP Party A or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC the Depositor requests from NGFP Party A the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACthe Depositor, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPParty A, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in an EXXXX-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP Party A or any entity that consolidates NGFP Party A within five days of the release of any such updated Swap Financial Disclosure;, ; or (b2) secure another entity to replace NGFP Party A as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation ABRegulation. (iv) If the Depositor reasonably requests, or (c) obtain a guaranty of NGFP’s obligations under this Agreement from an affiliate of NGFP that is able Party A shall provide such other information as may be necessary for the Depositor to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any Certificates.

Compliance with Regulation AB. (i) NGFP UBS AG agrees and acknowledges that Nomura the Trust, as an assignee of Mortgage Asset Acceptance Corporation Securitization Transactions, Inc. (“NAACMASTR”) ), is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding NGFP or its group of affiliated entities, if applicableUBS AG, depending on the aggregate “significance percentageSignificance Percentage” of all Transactions under this Agreement and Agreement, together with any other transactions that fall within the meaning of “derivative contracts contracts” for the purposes of Item 1115 of Regulation AB between NGFP or its group of affiliated entities, if applicable, UBS AG and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB.the Calculation Methodology (as defined below). UBS AG Ref; Transaction 1: 37386983 UBS AG Ref; Transaction 2: 37399016 Re: First Horizon Alternative Mortgage Securities Trust 2006-FA4 Interest Rate Cap Transaction (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC requests from NGFP MASTR notifies UBS AG the applicable financial information described Significance Percentage has reached one of the thresholds for significance of derivative contracts set forth in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACMASTR, in good faithfaith and using the Calculation Methodology, that of such information is required under Regulation AB) (the “Swap Financial Disclosure”Significance Percentage). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPUBS AG, at its own expense, shall (a) (1)(a) either (i) provide to MASTR the Depositor the current applicable Swap Financial Disclosure in Microsoft Word® (as defined below). (iv) In the alternative to subparagraph (iii) above, upon the occurrence of a Swap Disclosure Event or Microsoft Excel® format or at any time after complying with subparagraph (iiiii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities above, UBS AG, may, at its option and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Actat its own expense, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (ba) secure another entity to replace NGFP UBS AG as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and or which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (cb) obtain a guaranty of NGFPUBS AG’s obligations under this Agreement from an affiliate of NGFP UBS AG that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by reference to or incorporation by reference from reports filed pursuant to the Exchange Act. (v) UBS AG agrees that, in the event that UBS AG provides Swap Financial Disclosure to MASTR in accordance with paragraph (iii) above, or causes its affiliate to provide Swap Financial Disclosure to MASTR in accordance with paragraph (iv)(b) above, it will indemnify and hold harmless MASTR, its respective directors or officers and any person controlling MASTR, from and against any and all losses, claims, damages and liabilities (any “Damage”) caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however that the foregoing shall not apply to any Damage caused by the negligence or any willful action of MASTR or any other party (other than UBS AG or any of its affiliates or any of their respective agents), including without limitation any failure to calculate the Significance Percentage according to the terms of this Agreement or to make any filing as and when required under Regulation AB. (vi) In the event that UBS AG provides the information referred to above, such information shall be provided not later than two (2) calendar days prior to the date in which the Trust Administrator is required to file a Form 10-D for such Distribution Date. For the purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any Certificates.hereof:

Compliance with Regulation AB. (i) NGFP UBS AG agrees and acknowledges that Nomura Mortgage Asset Acceptance Corporation Securitization Transactions, Inc. (“NAACMASTR”) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding NGFP or its group of affiliated entities, if applicableUBS AG, depending on the aggregate “significance percentageSignificance Percentage” of all Transactions under this Agreement and Agreement, together with any other transactions that fall within the meaning of “derivative contracts contracts” for the purposes of Item 1115 of Regulation AB between NGFP or its group of affiliated entities, if applicable, UBS AG and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation ABthe Calculation Methodology (as defined below). (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC requests from NGFP MASTR notifies UBS AG the applicable financial information described Significance Percentage has reached one of the thresholds for significance of derivative contracts set forth in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACMASTR, in good faithfaith and using the Calculation Methodology, that of such information is required under Regulation AB) (the “Swap Financial Disclosure”Significance Percentage). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPUBS AG, at its own expense, shall (a) (1)(a) either (i) provide to MASTR the Depositor the current applicable Swap Financial Disclosure in Microsoft Word® (as defined below). (iv) In the alternative to subparagraph (iii) above, upon the occurrence of a Swap Disclosure Event or Microsoft Excel® format or at any time after complying with subparagraph (iiiii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities above, UBS AG, may, at its option and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Actat its own expense, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (ba) secure another entity to replace NGFP UBS AG as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and or which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (cb) obtain a guaranty of NGFPUBS AG’s obligations under this Agreement from an affiliate of NGFP UBS AG that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by reference to or incorporation by reference from reports filed pursuant to the Exchange Act. (v) UBS AG agrees that, in the event that UBS AG provides Swap Financial Disclosure to MASTR in accordance with paragraph (iii) above, or causes its affiliate to provide Swap Financial Disclosure to MASTR in accordance with paragraph (iv)(b) above, it will indemnify and hold harmless MASTR, its respective directors or officers and any person controlling MASTR, from and against any and all losses, claims, damages and liabilities (any “Damage”) caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however that the foregoing shall not apply to any Damage caused by the negligence or any willful action of MASTR or any other party (other than UBS AG or any of its affiliates or any of their respective agents), including without limitation any failure to calculate the Significance Percentage according to the terms of this Agreement or to make any filing as and when required under Regulation AB. (vi) In the event that UBS AG provides the information referred to above, such information shall be provided not later than five (5) calendar days prior to the date in which the Trust Administrator is required to file a Form 10-D for such Distribution Date. For the purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any Certificates.hereof:

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Asset Acceptance Corporation Home Equity Loan, Inc. (“NAACNomura”) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC Nomura requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACNomura, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”).. Reference Number: FXNHEL6H1 Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series 2006-HE1 March 9, 2006 Page of 14 of 18 (iii) Upon the occurrence of a Swap Disclosure Event, NGFPBSFP, at its own expense, shall (a) (1)(a) either (i) provide to Nomura the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFPthe BSFP’s obligations under this Agreement Agreement, subject to Rating Agency Condition, from an affiliate of NGFP the BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) BSFP agrees that, in the event that BSFP provides Swap Financial Disclosure to Nomura in accordance with clause (iii)(a) of this provisionparagraph 15 or causes its affiliate to provide Swap Financial Disclosure to Nomura in accordance with clause (iii)(c) of paragraph 15, “Rating Agency Condition” meansit will indemnify and hold harmless Nomura, with respect to its respective directors or officers and any particular proposed act person controlling Nomura, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the party acting or failing to act must consult with each statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (ia) NGFP agrees If the Depositor under the Pooling and acknowledges that Nomura Asset Acceptance Corporation (“NAAC”) is required under Servicing Agreement still has a reporting obligation with respect to this Transaction pursuant to Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended ("REGULATION AB") and BNY has not, within 30 days after receipt of a Swap Disclosure Request complied with the “Exchange Act”provisions set forth below in this Paragraph 4(9) (“provided that if the significance percentage reaches 10% after a Swap Disclosure Request has been made to BNY, BNY must comply with the provisions set forth below in this Section 4(9) within 10 calendar days of BNY being informed of the significance percentage reaching 10%), then an Additional Termination Event shall have occurred with respect to BNY and BNY shall be the sole Affected Party with respect to such Additional Termination Event. (b) BNY acknowledges that for so long as there are reporting obligations with respect to this Transaction under Regulation AB”), the Depositor is required under Regulation AB to disclose certain financial information set forth in Regulation AB regarding NGFP BNY or its group of affiliated entities, if applicable, depending on the aggregate “"significance percentage” " of this Agreement and any other derivative contracts between NGFP BNY or its group of affiliated entities, if applicable, and the Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (iic) It shall be If the Depositor determines, reasonably and in good faith, that the significance percentage of this Agreement has increased to eight (8) percent, then the Depositor may request on a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC requests of such determination from NGFP BNY the applicable financial same information described set forth in Item 1115 1115(b) of Regulation AB that would have been required if the significance percentage had in fact increased to ten (10) percent (such request request, a "SWAP DISCLOSURE REQUEST" and such requested information, subject to be based on a reasonable the last sentence of this paragraph, is the "SWAP FINANCIAL DISCLOSURE"). The Counterparty or the Depositor shall provide BNY with the calculations and any other information reasonably requested by BNY with respect to the Depositor's determination by NAACthat led to the Swap Disclosure Request. The parties hereto further agree that the Swap Financial Disclosure provided to meet the Swap Disclosure Request may be, solely at BNY's option, either the information set forth in good faith, that such information is required under Item 1115(b)(1) or Item 1115(b)(2) of Regulation AB) (the “Swap Financial Disclosure”). (iiid) Upon the occurrence of a Swap Disclosure EventRequest, NGFPBNY, at its own expense, shall (a) (1)(a) either (ix) provide to the Depositor with the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format an Edgar-compatible format, or (iiy) provide written consent subject to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange ActRating Agency Condition, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure xxcure another entity to replace NGFP BNY as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) and which entity is able to comply with provide the requirements of Item 1115 of Regulation AB, or (c) obtain a guaranty of NGFP’s obligations under this Agreement from an affiliate of NGFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Securities Exchange Act. (e) BNY's obligation to comply with this Paragraph 4(9) shall be suspended as of January 1, 2008 unless, at any time, BNY receives notification from the Depositor or the Counterparty that the Trust Fund's obligation to file periodic reports under the Exchange Act shall continue; provided, however, that such obligations shall not be suspended in respect of any Exchange Act Report or amendment to an Exchange Act Report in such fiscal year which relates to any fiscal year in which the Trust Fund was subject to the reporting requirements of the Exchange Act. For purposes of this provision, “Rating Agency Condition” means, with respect This obligation shall continue to any particular proposed act be suspended unless the Depositor or omission to act hereunder the Counterparty notifies BNY that the party acting or failing Trust Fund's obligations to act must consult with each of file reports under the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any CertificatesExchange Act has resumed.

Compliance with Regulation AB. (i) NGFP Party A agrees and acknowledges that Nomura Asset Acceptance Corporation Citigroup Mortgage Loan Trust Inc. (“NAACCMLTI”) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (““ Regulation AB”), to disclose certain financial information regarding NGFP Party A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP Party A or its group of affiliated entities, if applicable, and CounterpartyParty B, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC CMLTI requests from NGFP Party A the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACCMLTI, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPParty A, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor CMLTI the current Swap Financial Disclosure Information in an XXXXX-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to the Depositor CMLTI to incorporation by reference of such current Swap Financial Disclosure Information that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure Information in the Exchange Act Reports of the DepositorCMLTI, and (c) provide to the Depositor CMLTI any updated Swap Financial Disclosure Information with respect to NGFP Party A or any entity that consolidates NGFP Party A within five days of the release of any such updated Swap Financial Disclosure;, Information; (b2) secure another entity (which may be an affiliate of Party A) to replace NGFP Party A as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c3) obtain a guaranty of NGFP’s obligations guaranty, subject to Rating Agency Condition, in a form reasonably acceptable to S&P, Moody’s, and DBRS, as applicable, of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor Party A's obligation under this Agreement from Agreement; provided that such person is an affiliate of NGFP Party A that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the such affiliate will satisfy any disclosure requirements applicable to the Swap ProviderParty A, and provided, further, that Party A will cause such affiliate to provide Swap Financial DisclosureDisclosure to CMLTI. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) Party A agrees that, in the event that Party A provides Swap Financial Disclosure to CMLTI in accordance with Part 5(m)(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to CMLTI in accordance with Part 5(m)(iii)(c), it or the guarantor, if applicable, will indemnify and hold harmless CMLTI, its respective directors or officers and any person controlling CMLTI, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of this provision, “Rating Agency Condition” means, with respect to a material fact contained in such Swap Financial Disclosure or caused by any particular proposed act omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the party acting or failing to act must consult with each statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Financial Asset Acceptance Corporation Securities Corp. (“NAACFASC”) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and CounterpartyandCounterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC FASC requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACFASC, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPBSFP, at its own expense, shall (a) (1)(a) either (i) provide to FASC the Depositor the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and or which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c) obtain a guaranty of NGFPthe BSFP’s obligations under this Agreement from an affiliate of NGFP the BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) BSFP agrees that, in the event that BSFP provides Swap Financial Disclosure to FASC in accordance with clause (iii)(a) of this provisionparagraph 16 or causes its affiliate to provide Swap Financial Disclosure to FASC in accordance with clause (iii)(c) of paragraph 16, “Rating Agency Condition” meansit will indemnify and hold harmless FASC, with respect to its respective directors or officers and any particular proposed act person controlling FASC, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to act hereunder that state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the party acting or failing to act must consult with each statements therein, in light of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would circumstances under which they were made, not cause a downgrade or withdrawal of the then-current rating of any Certificatesmisleading.

Compliance with Regulation AB. (i) NGFP Party A agrees and acknowledges that Nomura Bear Xxxxxxx Asset Acceptance Corporation Backed Securities I LLC (“NAACBSABS”) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding NGFP Party A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP Party A or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereofhereof for so long as the Issuing Entity is required to file periodic reports under the Exchange Act, NAAC BSABS requests from NGFP Party A the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACBSABS, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPParty A, within ten (10) days and at its own expense, shall (a) (1)(a) either (i) provide to the Depositor BSABS the current Swap Financial Disclosure in an XXXXX-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to the Depositor BSABS to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports Exchange Act Reports of the Trust filed pursuant to the Exchange ActBSABS, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference in the Exchange Act Reports of BSABS of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the DepositorDisclosure, and (c) provide to the Depositor BSABS any updated Swap Financial Disclosure with respect to NGFP Party A or any entity that consolidates NGFP Party A within five days of the release of any such updated Swap Financial Disclosure;, ; (b2) secure another entity to replace NGFP Party A as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) Condition with respect to S&P and which entity is able to comply with the requirements of Item 1115 of Regulation AB, AB or (c3) subject to the Rating Agency Condition with respect to S&P and obtain a guaranty of NGFPthe Party A’s obligations under this Agreement from an affiliate of NGFP the Party A that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes . (iv) Party A agrees that, in the event that Party A provides Swap Financial Disclosure to BSABS in accordance with Part 5(e)(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to BSABS in accordance with Part 5(e)(iii)(c), it will indemnify and hold harmless BSABS, its respective directors or officers and any person controlling BSABS, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (v) BSABS shall be an express third party beneficiary of this provision, “Rating Agency Condition” means, with respect Agreement as if a party hereto to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each extent of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any CertificatesBSABS’s rights explicitly specified in this Part 5(e).

Compliance with Regulation AB. (i) NGFP agrees If the Depositor under the Pooling and acknowledges that Nomura Asset Acceptance Corporation (“NAAC”) is required under Servicing Agreement still has a reporting obligation with respect to this Transaction pursuant to Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended ("REGULATION AB") and BNY has not, within 30 days after receipt of a Swap Disclosure Request complied with the “Exchange Act”provisions set forth below in this Paragraph 4(9) (“provided that if the significance percentage reaches 10% after a Swap Disclosure Request has been made to BNY, BNY must comply with the provisions set forth below in this Section 4(9) within 10 calendar days of BNY being informed of the significance percentage reaching 10%), then an Additional Termination Event shall have occurred with respect to BNY and BNY shall be the sole Affected Party with respect to such Additional Termination Event. BNY acknowledges that for so long as there are reporting obligations with respect to this Transaction under Regulation AB”), the Depositor is required under Regulation AB to disclose certain financial information set forth in Regulation AB regarding NGFP BNY or its group of affiliated entities, if applicable, depending on the aggregate “"significance percentage” " of this Agreement and any other derivative contracts between NGFP BNY or its group of affiliated entities, if applicable, and the Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. . If the Depositor determines, reasonably and in good faith, that the significance percentage of this Agreement has increased to nine (ii9) It shall be percent, then the Depositor may request on a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC requests of such determination from NGFP BNY the applicable financial same information described set forth in Item 1115 1115(b) of Regulation AB that would have been required if the significance percentage had in fact increased to ten (10) percent (such request request, a "SWAP DISCLOSURE REQUEST" and such requested information, subject to be based on a reasonable the last sentence of this paragraph, is the "SWAP FINANCIAL DISCLOSURE"). The Counterparty or the Depositor shall provide BNY with the calculations and any other information reasonably requested by BNY with respect to the Depositor's determination by NAACthat led to the Swap Disclosure Request. The parties hereto further agree that the Swap Financial Disclosure provided to meet the Swap Disclosure Request may be, solely at BNY's option, either the information set forth in good faith, that such information is required under Item 1115(b)(1) or Item 1115(b)(2) of Regulation AB) (the “Swap Financial Disclosure”). (iii) . Upon the occurrence of a Swap Disclosure EventRequest, NGFPBNY, at its own expense, shall (a) (1)(a) either (ix) provide to the Depositor with the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format an Xxxxx-compatible format, or (iiy) provide written consent subject to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange ActRating Agency Confirmation, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP BNY as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) and which entity is able to comply with provide the requirements of Item 1115 of Regulation AB, or (c) obtain a guaranty of NGFP’s obligations under this Agreement from an affiliate of NGFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Securities Exchange Act. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any Certificates.

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Structured Asset Acceptance Corporation Mortgage Investments II Inc. (“NAACDepositor”) is required under Regulation AB as defined under the Securities Act of 1933, as amended, Pooling and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”)Servicing Agreement, to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC Depositor requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACDepositor, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPBSFP, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in an EXXXX-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP BSFP or any entity that consolidates NGFP BSFP within five days of the release of any such updated Swap Financial Disclosure;, ; (b2) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating AgenciesAgreement, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB, or (c3) obtain a guaranty of NGFPBSFP’s obligations under this Agreement from an affiliate of NGFP BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure, such that disclosure provided in respect of the such affiliate will satisfy any disclosure requirements applicable to the Swap Provider. (iv) BSFP agrees that, and cause such in the event that BSFP provides Swap Financial Disclosure to Depositor in accordance with clause (iii)(1) of paragraph 15 or causes its affiliate to provide Swap Financial Disclosure. If permitted Disclosure to Depositor in accordance with clause (iii)(3) of paragraph 15, it will indemnify and hold harmless Depositor, its respective directors or officers and any person controlling Depositor, from and against any and all losses, claims, damages and liabilities caused by Regulation AB, any required untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (v) If Depositor reasonably requests, BSFP shall provide such other information as may be provided by incorporation by reference from reports filed pursuant necessary for Depositor to comply with Item 1115 of Regulation AB. (vi) Depositor shall be an express third party beneficiary of this Agreement as if a party hereto to the Exchange Act. For purposes extent of Depositor’s rights explicitly specified in this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any Certificatesparagraph 15.

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Asset Acceptance Corporation Indymac MBS, Inc. (the “NAACDepositor”) is required under Regulation AB as defined under the Securities Act of 1933, as amended, Pooling and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”)Servicing Agreement, to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof, NAAC the Depositor requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACthe Depositor, in good faith, that such information is required under Regulation AB) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, NGFPBSFP, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in an EXXXX-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP BSFP or any entity that consolidates NGFP BSFP within five days of the release of any such updated Swap Financial Disclosure;, ; (b2) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating AgenciesAgreement, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB, or (c3) obtain a guaranty of NGFPBSFP’s obligations under this Agreement from an affiliate of NGFP BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure, such that disclosure provided in respect of the such affiliate will satisfy any disclosure requirements applicable to the Swap Provider. (iv) BSFP agrees that, and cause such in the event that BSFP provides Swap Financial Disclosure to the Depositor in accordance with clause (iii)(1) of Part 8 or causes its affiliate to provide Swap Financial Disclosure. If permitted Disclosure to the Depositor in accordance with clause (iii)(3) of Part 8, it will indemnify and hold harmless the Depositor, its respective directors or officers and any person controlling the Depositor, from and against any and all losses, claims, damages and liabilities caused by Regulation AB, any required untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (v) If the Depositor reasonably requests, BSFP shall provide such other information as may be provided by incorporation by reference from reports filed pursuant necessary for the Depositor to comply with Item 1115 of Regulation AB. (vi) the Depositor shall be an express third party beneficiary of this Agreement as if a party hereto to the Exchange Act. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each extent of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any CertificatesDepositor’s rights explicitly specified in this Part 8.

Compliance with Regulation AB. (i) NGFP agrees and acknowledges Party A has been advised by Party B that Nomura Asset Acceptance Corporation Capital One Auto Receivables, LLC (the “NAACSeller”) is and Party B are required under Regulation AB under the Securities Act of 1933, as amended, 1933 and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain information regarding Party A. Such information may include financial information regarding NGFP or its group of affiliated entities, if applicable, depending on to the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with extent required under Item 1115 of Regulation AB. (ii) It If required, upon written request, Party A shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after provide to Party B or the date hereof, NAAC requests from NGFP Seller the applicable financial information described in under Item 1115 1115(b) of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of a written request for such request to be based on a reasonable determination Reg AB Financial Information by NAACthe Seller or Party B (the “Response Period”), so long as the Seller or Party B has reasonably determined, in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A shall promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period, find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and the Insurer and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Swap Financial DisclosureReg AB Approved Entity”). Party A shall continue to perform its obligations and use reasonable efforts to find a Reg AB Approved Entity until a suitable substitute is in place. The cost of finding and transferring its rights and obligations to a Reg AB Approved Entity shall be borne by Party A. The failure of Party A to comply with its obligation to find a replacement counterparty as described in the preceding paragraph will result in an Additional Termination Event under Part 1(k)(i)(A) of this Agreement. In the event of an Early Termination Date in respect of the foregoing Additional Termination Event and the entering into by Party B of alternative swap arrangements, Party A shall pay all reasonable out-of-pocket expenses, including legal fees and stamp taxes, relating to the entering into of such alternative swap arrangements. (iii) Upon If Party B or the occurrence Seller request (in writing) the Reg AB Financial Information from Party A, then the Seller or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Preliminary Prospectus Supplement, dated July 25, 2006, or in the Prospectus Supplement, dated July 27, 2006, each relating to Capital One Auto Finance Trust 2006-B under the headings “Summary of Terms – The Parties – Swap Counterparty” and “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a Swap Disclosure Eventmaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (v) Party A shall indemnify and hold harmless Party B, NGFPthe Seller, at its own expensetheir respective directors or officers and any person controlling Party B or the Seller, shall (afrom and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Seller pursuant to this Part 6(y) (1)(athe “Party A Information”) either or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (vi) Promptly after the indemnified party under Part 6(y)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 6(y)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) provide such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Depositor indemnifying party and in the current Swap Financial Disclosure in Microsoft Word® or Microsoft Excel® format or reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) provide a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. The indemnifying party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to NGFP or any entity that consolidates NGFP within five days of the release entry of any such updated Swap Financial Disclosure;, (b) secure another entity to replace NGFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) and which entity is able to comply with the requirements of Item 1115 of Regulation AB, or (c) obtain a guaranty of NGFP’s obligations under this Agreement from an affiliate of NGFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes of this provision, “Rating Agency Condition” means, judgment with respect to any particular proposed act pending or omission threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to act such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. No indemnified party will settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder that without the party acting or failing to act must consult with each consent of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would indemnifying party, which consent shall not cause a downgrade or withdrawal of the then-current rating of any Certificatesbe unreasonably withheld.

Compliance with Regulation AB. (i) NGFP BSFP agrees and acknowledges that Nomura Asset Acceptance Corporation (“NAAC”) the Depositor is required under Regulation AB as defined under the Securities Act of 1933, as amended, Pooling and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”)Servicing Agreement, to disclose certain financial information regarding NGFP BSFP or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between NGFP BSFP or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap cap disclosure event (“Swap Cap Disclosure Event”) if, on any Business Day after the date hereof, NAAC the Depositor requests from NGFP BSFP the applicable financial information described in Item 1115 of Regulation AB (such request to be based on a reasonable determination by NAACthe Depositor, in good faith, that such information is required under Regulation AB) (the “Swap Cap Financial Disclosure”). (iii) Upon the occurrence of a Swap Cap Disclosure Event, NGFPBSFP, at its own expense, shall (a) (1)(a) either (i) provide to the Depositor the current Swap Cap Financial Disclosure in an EDGAR-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Microsxxx Excel® format but not in .pdf format) or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Cap Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Cap Financial Disclosure in the Exchange Act Reports of the Depositor, and (c) provide to the Depositor any updated Swap Cap Financial Disclosure with respect to NGFP BSFP or any entity that consolidates NGFP BSFP within five days of the release of any such updated Swap Cap Financial Disclosure;, ; (b2) secure another entity to replace NGFP BSFP as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating AgenciesAgreement, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (and which satisfies the [Rating Agency Condition]) Condition and which entity is able to comply with the requirements of Item 1115 of Regulation AB, ; or (c3) obtain a guaranty of NGFPBSFP’s obligations under this Agreement from an affiliate of NGFP BSFP that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Cap Financial Disclosure and any future Cap Financial Disclosure, such that disclosure provided in respect of the such affiliate will satisfy any disclosure requirements applicable to the Swap Cap Provider. (iv) BSFP agrees that, and cause such in the event that BSFP provides Cap Financial Disclosure to the Depositor in accordance with clause (iii)(1) of paragraph 14 or causes its affiliate to provide Swap Cap Financial Disclosure. Disclosure to the Depositor in accordance with clause (iii)(3) of paragraph 14, it will indemnify and hold harmless the Depositor, its respective directors or officers and any person controlling the Depositor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Cap Financial Disclosure or caused by any omission or alleged omission to state in such Cap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (v) If permitted by the Depositor reasonably requests, BSFP shall provide such other information as may be necessary for the Depositor to comply with Item 1115 of Regulation AB, any required Swap Financial Disclosure may . (vi) The Depositor shall be provided by incorporation by reference from reports filed pursuant an express third party beneficiary of this Agreement as if a party hereto to the Exchange Act. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each extent of the rating agencies then providing a rating of the Certificates and receive from each such rating agency a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of any CertificatesDepositor’s rights explicitly specified in this paragraph 14. NEITHER THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR STEARNS COMPANIES INC. OTHER THAX XXXX STEARNS FINANCIAL PRODUCTS INC. IS AN OBLIGOR OR A CREDXX XXXPORT PROVIDER ON THIS AGREEMENT.