AMENDMENT NO. 1 to POOLING AND SERVICING AGREEMENT

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

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

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

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

NOW, THEREFORE, the parties hereto agree as follows:

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

SECTION 2. The Amendment.

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

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

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

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

Two Business Days prior to the final Distribution Date specified in the notice required pursuant to the second paragraph of this Section 10.02, (i) the Master Servicer shall, no later than 1:00 pm New York City time on such day, deposit funds in the Distribution Account in an amount equal to the Termination Price (other than the Swap Termination Payment) and the Estimated Swap Termination Payment, and (ii) if the Securities Administrator shall have determined that the aggregate Stated