Nomura Home Equity Loan Inc Thid Amendment Registration Statement 333-132109 and 333-126435 - 04-13-2006

8/22/2019 Nomura Home Equity Loan Inc Thid Amendment Registration Statement 333-132109 and 333-126435 - 04-13-2006

1/106

http://www.secinfo.com/d12TC3.venh.htm

SEC Inf o Home Search

My Interests

Help

User Info Mary Cochrane

Nomura Home Equity Loan, Inc. S-3/A On 4/13/06Filed On4/13/06, 4:15pm ET Accession Number 1144204-6-15102

SEC Files333-126435,333-132109

8/22/2019 Nomura Home Equity Loan Inc Thid Amendment Registration Statement 333-132109 and 333-126435 - 04-13-2006

2/106

http://www.secinfo.com/$/SEC/Filings.asp?File=333-126435

SEC File 333-126435

Nomura Home Equity Loan, Inc.

Affiliated Files:333-126435-01,-02,-03,-04,-05

5 Filings Click on a Filing Type to view it. List the Documents within these Filings

Help... Wildcards: ? (any letter), * (many). Logic:for Docs: & (and), | (or); for Text: | (anywhere), "(&)" (near).

s OfFilerFilingFor/On/AsDocs:SizeIssuer gent

4/13/06 Nomura Home Equity Loan, Inc. S-3/A 1:4.4M Vintage Filings/FA10/31/05 Nomura Home Equity Loan, Inc. 424B5 1:1.0MNomura Home Equity Loan, Inc. Command Fin'l Press CorpNomura Home Equity Loan Trust, Series 2005-HE18/30/05 Nomura Home Equity Loan, Inc. 424B5 1:1.0MNomura Home Equity Loan..2005-FM1Command Fin'l Press Corp7/08/05 Nomura Home Equity Loan/Inc S-3/A 1:344 Thacher Proffitt..LLP/FA7/07/05 Nomura Home Equity Loan/Inc S-3 3:348 Thacher Proffitt..LLP/FA

Filing Types:

424B5Prospectus

Rule 424(b)(5).

S-3 Registration Statement for Securities Offered Pursuant to a Transaction Form S-3.

/A Amendment to or Amended version of a previous filing of

8/22/2019 Nomura Home Equity Loan Inc Thid Amendment Registration Statement 333-132109 and 333-126435 - 04-13-2006

3/106

http://www.secinfo.com/$/SEC/Filings.asp?File=333-132109

SEC File 333-132109Nomura Home Equity Loan, Inc.

Affiliated Files:333-132109-01,-02,-03,-04,-05,-06,-07,-08,-09

3 Filings Click on a Fi l ingType to view it. List the Documents within these Filings

333-132109

s OfFilerFilingFor/On/AsDocs:SizeIssuergent

4/13/06 Nomura Home Equity Loan, Inc. S-3/A 1:4.4M Vintage Filings/FA4/06/06 Nomura Home Equity Loan, Inc. S-3/A 1:4.4M Vintage Filings/FA2/28/06 Nomura Home Equity Loan/Inc S-3 10:854 Thacher Proffitt..LLP/FA

Filing Type:

S-3 Registration Statement for Securities Offered Pursuant to a TransactionForm S-3.

/A Amendment to or Amended version of a previous filing of this type.

8/22/2019 Nomura Home Equity Loan Inc Thid Amendment Registration Statement 333-132109 and 333-126435 - 04-13-2006

4/106

4/13/06 Nomura Home Equity Loan, Inc. S-3/A 1:4.4M

Vintage Filings/FA

Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a

TransactionForm S-3

Filing Table of Contents

Document/Exhibit Description Pages Size

1:S-3/A Pre-Effective Amendment to Registration Statement HTML 2.99Mfor Securities Offered Pursuant to aTransaction

Thi s is an HTML Document rendered as f il ed. [Alternative Formats]

Registration No.333-132109

SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D. C. 20549

________________FORM S-3/AAMENDMENT NO. 2 TOREGISTRATION STATEMENTUnderTHE SECURITIES ACT OF 1933

________________NOMURA HOME EQUITY LOAN, INC.(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)Delaware(State or Other Jurisdiction of IncorporationOR ORGANIZATION)20-2748651(I.R.S. EMPLOYER IDENTIFICATION NO.)2 World Financial Center, Building B, 21 st Floor

NewYork,New York10281(212) 667-9300(Address, Including Zip Code, andTelephone Number, Including AreaCode, of Registrants PrincipalEXECUTIVE OFFICES)The Corporation Trust CompanyThe Corporation Trust Center1209 Orange StreetWilmington,Delaware19801(302) 658-7581(Name, Address, Including Zip Code,and Telephone Number, IncludingArea Code, of Agent For Service)

8/22/2019 Nomura Home Equity Loan Inc Thid Amendment Registration Statement 333-132109 and 333-126435 - 04-13-2006

5/106

________________Copies to:Juliet F. Buck, Esq. Serena M. Mentor, Esq.

Nomura Home Equity Loan, Inc. Thacher Proffitt & Wood LLP2 World Financial Center, Building B, 21 st Floor Two World Financial Center

NewYork,New York10281 NewYork,New York10281

Approximate date of commencement of proposed sale to the public: From time to time on or after the effective date ofthis Registration Statement, as determined by market conditions and pursuant to Rule 415.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestmentplans, please check the following box.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment

plans, please check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,

please check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the followingbox and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. CALCULATION OF REGISTRATION FEETitle of securities registration

being registeredAmount beingregistered(1)

Proposed maximumoffering price per

unit(1)

Proposed maximumaggregate offering

price(1)

Amount offee(3)

Asset-Backed Pass-ThroughCertificates and Asset-Backed Notes,issued in Series(2) $7,000,000,000.00 100% $7,000,000,000.00 $749,000.00

(1) Estimated solely for the purposes of calculating the registration fee on the basis of the proposed maximum aggregateoffering price.

(2) Pursuant to Rule 429 and Rule 457 of the General Rules and Regulations under the Securities Act of 1933, as amended,$3,176,223,000 aggregate principal amount of Asset-Backed Pass-Through Certificates and Asset-Backed Notes registered by theRegistrant under Registration Statement No.333-126435on Form S-3 and not previously sold are consolidated into thisRegistration Statement. All registration fees in connection with such unsold amount of Asset-Backed Pass-Through Certificatesand Asset-Backed Notes have been previously paid bythe Registrantunder the foregoing Registration Statement. Accordingly,the total amount proposed to be registered under this Registration Statement as so consolidated as of the date of this filing is

$10,176,223,000. The Registration Fee in connection with $1,000,000 aggregate principal amount of Asset-Backed Pass-ThroughCertificates and Asset-Backed Notes to be registered by the Registrant under this Registration Statement has been previously paidby the Registrant in connection with the original filing onFebruary 28,2006.

(3) This amount is calculated as follows:

$748,893.00 is being paid with this Amendment No. 2, and

$107.00 was previously paid in connection with this Registration Statement.

8/22/2019 Nomura Home Equity Loan Inc Thid Amendment Registration Statement 333-132109 and 333-126435 - 04-13-2006

6/106

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effectivedate untilthe registrantshall file a further amendment which specifically states that this registration statement shall thereafter

become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall beco meeffective on such date as the Commission acting pursuant to said Section 8(a), may determine.

2

CROSS REFERENCE SHEET FURNISHED PURSUANT TO RULE 404(a)Items and Captions in Form S-3 Location in ProspectusesForepart of Registration Statement and Outside Front CoverPage of Prospectus

Forepart of Registration Statement and Outside FrontCover Page of Prospectus Supplements**

Inside Front and Outside Back Cover Pages of Prospectus Inside Front Cover Page of Prospectus Supplementsand Basic Prospectuses and Outside Back Cover Pageof Prospectuses**

Summary Information, Risk Factors and Ratio of Earnings to

Fixed Charges

Summary and Risk Factor sections of Basic Prospectus

and each of Prospectus Supplement; SpecialConsiderations4. Use of Proceeds Use of Proceeds**5 Determination of Offering Price *6. Dilution *7. Selling Security Holders *8. Plan of Distribution Method of Distribution**9. Description of Securities to Be Registered Outside Front Cover Page of Prospectus Supplements;

Summary sections of Prospectus Supplements andBasic Prospectus; Description of the Trust Funds;Description of the Certificates or Description of the

Notes**10. Interests of Named Experts and Counsel *11. Material Changes Financial Information12. Incorporation of Certain Information by Reference Incorporation of Certain Information by Reference

Disclosure of Commission Position on Indemnification forSecurities Act Liabilities See page II-4

_________________________* Answer negative or item inapplicable.** To be completed or provided from time to time by Prospectus Supplement.

3

EXPLANATORY NOTEThis Registration Statement consists of (i) a base prospectus for use in a residential or multifamily transaction and (ii) two formsof prospectus supplement (one form to be used in offering a Series of Asset-Backed Certificates and the second form to be usedin offering Asset-Backed Notes). Each base prospectus used (in either preliminary or final form) will be accompanied by theapplicable prospectus supplement.Contents of Registration Statement

PageForms of Prospectus Supplement:

8/22/2019 Nomura Home Equity Loan Inc Thid Amendment Registration Statement 333-132109 and 333-126435 - 04-13-2006

7/106

Version 1: Form of Prospectus Supplement relating to a typical Series of Asset-Backed Pass-Through Certificates S-1Version 2: Form of Prospectus Supplement relating to an offering of Asset-Backed Notes S-1Base Prospectus:Form of Base Prospectus for use in a residential or multifamily transaction 1

4

The information contained in this Prospectus Supplement is not complete and may be changed. We may not sell these

securities until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus

Supplement is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where

the offer or sale is not permitted.Subject to Completion, Dated _______ ___, 2006 (Version 1)Prospectus Supplement to Prospectus Dated _________, 2006$___________

(Approximate)Asset Backed Pass-Through Certificates, Series __-____Nomura Home Equity Loan, Inc.,Home Equity Loan Trust, Series ___-__Issuing EntityNomura Home Equity Loan, Inc.DepositorNomura Credit & Capital, Inc.Sponsor[Name of Servicers]Servicers[Name of Master Servicer]Master Servicer and Securities Administrator

Consider carefully the Risk Factors beginning on Page S-__ in this prospectus supplement. The certificates will represent interests in the Issuing Entity only and will not represent interests in or obligations of the Sponsor,the Depositor, Nomura Securities International, Inc., the Servicers, the Trustee or any of their respective affiliates.Distributionson the offered certificates will be made on the 25th day of each month, or, if such day is not a business day, on the nextsucceeding business day, beginning in [___].This prospectus supplement may be used to offer and sell the offered certificates only if accompanied by the prospectus. The issuer is offering the following classes of certificates pursuant to this prospectus and the accompanying prospectussupplement:

Class

ApproximateInitialPrincipalBalance(1)

Initial Pass-Through Rate Class

ApproximateInitialPrincipalBalance(1)

Initial Pass-Through Rate

____ $ Variable(2) (3) ____ $ _____%(3)(4)(5)____ $ ______%(3) ____ Notional(6) _____%(3)(7)____ $ ______%(3) M-1 $ _____%(3)(4)____ $ ______%(3)(5) M-2 $ _____%(3)(4)____ $ ______%(3)(4)(5) M-3 $ ______%(3)(4)____ $ ______%(3)(4)

Nomura Home Equity Loan, Inc., Home Equity Loan Trust Series ___-___ (the Trust) will issue 14 classes of certificates, 11of which are offered hereby. Each class of certificates will receive monthly distributions of interest, principal or both. The tableabove contains a list of the classes of offered certificates, including the initial principal balance and initial pass-through rate ofeach class.

8/22/2019 Nomura Home Equity Loan Inc Thid Amendment Registration Statement 333-132109 and 333-126435 - 04-13-2006

8/106

Credit enhancement for the offered certificates will be provided by subordination, cross-collateralization andovercollateralization. The Class ___ Certificates will have the benefit of a financial guaranty insurance policy provided by

____________. In addition, the Class ___ Certificates may benefit from a series of interest rate cap agreements pursuant to a capagreement which is intended partially to mitigate interest rate risk.

The trust will consist of conventional, one-to-four family [fixed-rate] [adjustable rate] mortgage loans secured by [first liens][second liens] on residential real properties.

Nomura Securities International, Inc. (the Underwriter) will offer the offered certificates from time to time in negotiatedtransactions or otherwise at varying prices to be determined at the time of sale.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HASAPPROVED OR DISAPPROVED OF THE OFFERED CERTIFICATES OR DETERMINED THAT THIS PROSPECTUSSUPPLEMENT OR THE PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARYIS A CRIMINAL OFFENSE.THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OFTHIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

The date of this prospectus supplement is ____________, 2006

(1) Approximate. Subject to a permitted variance of plus or minus 10%.

(2) The pass-through rate on the Class [__] Certificates is a variable rate as described under SummaryPass-ThroughRates herein.

(3) Subject to a maximum rate as described in this prospectus supplement.

(4) Subject to a step-up if the optional termination right is not exercised.

(5) The Class [___], Class [___] and Class [___] Certificates are covered by a certificate guaranty insurance policy issuedby [Certificate Insurer].

(6) The notional amount of the Class [___] Certificates will be equal to the lesser of (a) (i) $________ for each distributiondate from and including the distribution date in _________ to and including the distribution date in ________, (ii)$___________ for each distribution date from and including the distribution date in _________ to and including thedistribution date in __________, (iii) $_______ for each distribution date from and including the distribution date in

__________ to and including the distribution date in __________, (iv) $___________ for the distribution date in____________ and the distribution date in ____________, (v) $___________ for each distribution date from andincluding the distribution date in ________ to and including the distribution date in __________, (vi)$_________________ for the distribution date in ________ and the distribution date in __________, (vii) $_________

for the distribution date in ____________ and the distribution date in ___________, (viii) $____________ for thedistribution date in _____________ and (ix) for each distribution date thereafter, $0 and (b) the aggregate outstanding

principal balance of the mortgage loans.

(7) The per annum pass-through rate for the Class [___] Certificates shall be (a) for the first 12 accrual periods, ____%,subject to a maximum rate as described in this prospectus supplement, (b) for the next 12 accrual periods, ____%,subject to a maximum rate as described in this prospectus supplement and (c) for each accrual period thereafter, 0.00%.

8/22/2019 Nomura Home Equity Loan Inc Thid Amendment Registration Statement 333-132109 and 333-126435 - 04-13-2006

9/106

ii

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

SUMMARY S-1TRANSACTION STRUCTURE S-14RISK FACTORS S-15THE MORTGAGE POOL S-32DESCRIPTION OF THE CERTIFICATES S-48THE CAP AGREEMENT AND THE CAP PROVIDER S-72YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS S-74THE SPONSOR S-91STATIC POOL INFORMATION S-92ISSUING ENTITY

S-92

THE DEPOSITOR S-93THE SERVICERS S-94THE MASTER SERVICER, SECURITIES ADMINISTRATOR AND CUSTODIAN S-95POOLING AND SERVICING AGREEMENT S-98THE POLICY S-109[THE CERTIFICATE INSURER] S-112THE CREDIT RISK MANAGER S-113USE OF PROCEEDS S-113FEDERAL INCOME TAX CONSEQUENCES S-113ERISA CONSIDERATIONS S-116LEGAL INVESTMENT S-117METHOD OF DISTRIBUTION S-118EXPERTS S-118LEGAL MATTERS S-118

LEGAL PROCEEDINGS S-118AFFILIATIONS, RELATIONSHIPS AND RELATED TRANSACTIONS S-119RATINGS S-119INDEX OF DEFINED TERMS S-121ANNEX I I-1

PROSPECTUS

RISK FACTORS 4DESCRIPTION OF THE TRUST FUNDS 27CASH FLOW AGREEMENTS 45USE OF PROCEEDS 45YIELD AND PREPAYMENT CONSIDERATIONS 46

STATIC POOL INFORMATION 49DESCRIPTION OF THE SECURITIES 49DESCRIPTION OF THE AGREEMENTS 70DESCRIPTION OF CREDIT SUPPORT 98DERIVATIVES RELATED TO THE SECURITIES 103CERTAIN LEGAL ASPECTS OF THE LOANS 105FEDERAL INCOME TAX CONSEQUENCES 123ERISA CONSIDERATIONS 155LEGAL INVESTMENT 164METHOD OF DISTRIBUTION 166ADDITIONAL INFORMATION 166

8/22/2019 Nomura Home Equity Loan Inc Thid Amendment Registration Statement 333-132109 and 333-126435 - 04-13-2006

10/106

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 167LEGAL MATTERS 168FINANCIAL INFORMATION 168RATING 168REPORTS TO SECURITYHOLDERS 169INDEX OF DEFINED TERMS 170

iii

Important notice about information in this prospectus supplement and the accompanying prospectusYou should rely only on the information contained in this document. We have not authorized anyone to provide you with

different information.We provide information to you about the offered certificates in two separate documents that progressively provide more detail:

the accompanying prospectus, which provides general information, some of which may not apply to this series ofcertificates; and

this prospectus supplement, which describes the specific terms of this series of certificates. Nomura Home Equity Loan, Inc.s principal offices are located at Two World Financial Center, Building B, 21 st Floor,NewYork,New York10281, and its telephone number(212) 667-9300.The certificates offered hereby represent interests solely in Nomura Home Equity Loan, Inc., Home Equity Loan Trust _____-__and do not represent interests in or obligations of the sponsor, depositor, or any of their affiliates.

iv

European Economic AreaIn relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, aRelevant Member State), the Underwriter has represented and agreed that with effect from and including the date on which theProspectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made andwill not make an offer of certificates to the public in that Relevant Member State prior to the publication of a prospectus inrelation to the certificates which has been approved by the competent authority in that Relevant Member State or, whereappropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State,all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant ImplementationDate, make an offer of certificates to the public in that Relevant Member State at any time: (a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized orregulated, whose corporate purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2)a total balance sheet of more than 43,000,000 and (3) an annual net turnover of more than 50,000,000, as shown in its lastannual or consolidated accounts; or(c) in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 ofthe Prospectus Directive.For the purposes of this provision, the expression an offer of certificates to the public in relation to any certificates in anyRelevant Member State means the communication in any form and by any means of sufficient information on the terms of theoffer and the certificates to be offered so as to enable an investor to decide to purchase or subscribe the certificates, as the samemay be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the

8/22/2019 Nomura Home Equity Loan Inc Thid Amendment Registration Statement 333-132109 and 333-126435 - 04-13-2006

11/106

expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in eachRelevant Member State.United KingdomThe Underwriter has represented and agreed that:(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated aninvitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services andMarkets Act) received by it in connection with the issue or sale of the certificates in circumstances in which Section 21(1) of the

Financial Services and Markets Act does not apply to the Issuer; and (b) it has complied and will comply with all applicable provisions of the Financial Services and Markets Act with respectto anything done by it in relation to the certificates in, from or otherwise involving the United Kingdom.

v

SUMMARY The following summary is a brief description of the important features of the certificates offered by this prospectussupplement and the accompanying prospectus and does not contain all of the information that you need to consider when makingyour investment decision. To understand the terms of an offering of the certificates, you should read this entire document and theaccompanying prospectus carefully. Certain statements contained in orincorporated by referencein this prospectus supplement and the accompanying

prospectus consist of forward-looking statements relating to future economic performance or projections and other financialitems. These statements can be identified by the use of forward-looking words such as may,will,should,expects,

believes,anticipates,estimates, or other comparable words. Forward-looking statements are subject to a variety of risksand uncertainties that could cause actual results to differ from the projected results. Those risks and uncertainties include, amongothers, general economic and business conditions, regulatory initiatives and compliance with governmental regulations, customer

preferences and various other matters, many of which are beyond our control. Because we cannot predict the future, what actuallyhappens may be very different from what is contained in our forward-looking statements. Issuing Entity

Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series ____-___.Title of Series

Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series ___-____, Asset-Backed Certificates.Cut-Off Date______, _____.Closing DateOn or about _____, _____.Depositor

Nomura Home Equity Loan, Inc., a Delaware corporation. See The Depositor in this prospectus supplement.ServicerInitially, [Name of Servicers]. See The Servicers in this prospectus supplement.Sponsor

Nomura Credit & Capital, Inc. See The Sponsor in this prospectus supplement.Trustee[Name of Trustee]. See Pooling and Servicing AgreementThe Trustee in this prospectus supplement.Credit Risk Manager[Name of Credit Risk Manager]. See The Credit Risk Manager in this prospectus supplement.

Certificate Insurer[Name of Certificate Insurer]. See The Certificate Insurer in this prospectus supplement.Pooling and Servicing AgreementThe pooling and servicing agreement among the servicers, the sponsor, the depositor and the trustee, under which the trust will beformed and will issue the certificates.

S-1

8/22/2019 Nomura Home Equity Loan Inc Thid Amendment Registration Statement 333-132109 and 333-126435 - 04-13-2006

12/106

The Mortgage LoansReferences to percentages of the mortgage loans under this section are calculated based on the aggregate scheduled principal

balance of the mortgage loans as of the Cut-off Date.The trust will initially contain approximately ____ conventional, one-to-four family [fixed-rate] [adjustable rate] mortgage loanssecured by [first liens] [second liens] on residential real properties (the [Initial] Mortgage Loans). [During the period from theClosing Date up to and including [________ __], 2006 (the Pre-Funding Period), the trust will purchase additional mortgageloans, referred to herein as subsequent mortgage loans, to be included in the mortgage pool. After the termination of the Pre-Funding Period, the trust will contain additional one to four family, first lien fixed-rate mortgage loans on residential real

properties, which will include the Initial Mortgage Loans and the subsequent mortgage loans (collectively, the MortgageLoans).][On the Closing Date, the Depositor will deposit with the Securities Administrator, on behalf of the trust, an amount equal toapproximately $[__________]. This amount represents 25% of the aggregate initial certificate principal balance of the offeredcertificates and is referred to herein as a pre-funded amount. The pre-funded amount will be held by the Securities Administratorin an account referred to in this prospectus supplement as the pre-funding account. During the Pre-Funding Period, the Depositormay sell and the Trustee will be obligated to purchase, on behalf of the trust, from funds on deposit in the pre-funding accountwhich will be remitted by the Securities Administrator in payment of the purchase price, subsequent mortgage loans to beincluded in the mortgage pool, provided that such subsequent mortgage loans satisfy the requirements described underDescription Of The Mortgage PoolConveyance of Subsequent Mortgage Loans and the Pre-Funding Account in this

prospectus supplement. The amount on deposit in the pre-funding account will be reduced by the amount thereof used topurchase such subsequent mortgage loans during the Pre-Funding Period. Any amounts remaining in the pre-funding accountafter [________ __], 2006, will be distributed to the holders of the certificates in accordance with the priorities set forth herein, asa principal payment on the distribution date immediately following the termination of the Pre-Funding Period.[Because some of the Mortgage Loans will not be acquired by the trust fund until after the Closing Date, there may not besufficient interest collections from Mortgage Loans to pay all the interest due on the certificates on the first distribution date. Acapitalized interest account will be established and funded on the Closing Date to cover any such shortfalls. [References to percentages of the Mortgage Loans in this prospectus supplement are calculated based on the aggregate scheduled

principal balance of the Mortgage Loans as of the Cut- Off Date, including subsequent mortgage loans that are expected to bepurchased by the trust during the Pre-Funding Period from amounts on deposit in the pre-funding account as described further inthis prospectus supplement.[As described herein, additional mortgage loans, referred to herein as subsequent mortgage loans, may be added to the mortgage

pool after the closing date.][All percentages with respect to the characteristics of the mortgage loans shown in this prospectus supplement includeinformation pertaining to approximately $[____] of subsequent mortgage loans, representing up to [__]% of the mortgage pool,

identified and expected to be transferred to the trust within ninety days of the closing date.]

S-2

[On the closing date, the depositor will deposit in an account, referred to in this prospectus supplement as the pre-fundingaccount, an amount equal to approximately $[____], representing approximately [__]% of the asset pool. This amount is referredto in this prospectus supplement as the pre-funded amount. From the closing date up to and including [_____ __, 20__], referredto in this prospectus supplement as the pre-funding period, the depositor may sell and the trustee will be obligated to purchase, on

behalf of the trust, from funds on deposit in the pre-funding account, subsequent mortgage loans to be included in the trust fundbacking all the classes of certificates, provided that such subsequent mortgage loans satisfy the requirements described inDescription of the Mortgage PoolConveyance of Subsequent Mortgage Loans and the Pre-Funding Account and theCapitalized Interest Account in this prospectus supplement. The amount on deposit in the pre-funding account will be reduced

by the amount thereof used to purchase such subsequent mortgage loans during the pre-funding period. Any amounts remainingin the pre-funding account after [_____ __, 20__] will be distributed to the classes of certificates on the distribution dateimmediately following the termination of the pre-funding period.][On the closing date, the depositor will deposit in an account to be held by the securities administrator, referred to in this

prospectus supplement as the interest coverage account, an amount which will be applied by the securities administrator to covershortfalls in the amount of interest generated by the subsequent mortgage loans attributable to the pre-funding feature. Any

8/22/2019 Nomura Home Equity Loan Inc Thid Amendment Registration Statement 333-132109 and 333-126435 - 04-13-2006

13/106

amounts remaining in the interest coverage account after [_____ __, 20__] will be distributed on the next distribution date to thedepositor or its designee.][If the trust fund contains home equity lines of credit, the revolving period will not be longer than 90 days following the closingdate and all disclosure required pursuant to Item 1111(g) of Regulation AB will be provided.] Removal and Substitution of a Mortgage LoanThe Trustee will acknowledge the sale, transfer and assignment of the Trust Fund to it by the Depositor and receipt of, subject tofurther review and the exceptions, the Mortgage Loans. If the Trustee finds that any Mortgage Loan is defective on its face due to

a breach of the representations and warranties with respect to that loan made in the transaction agreements, the Trustee shallpromptly notify the Sponsor of such defect. The Sponsor must then correct or cure any such defect within 90 days from the dateof notice from the Trustee of the defect and if the Sponsor fails to correct or cure such defect within such period and such defectmaterially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Sponsor will, inaccordance with the terms of the Pooling and Servicing Agreement, within 90 days of the date of notice, provide the Trustee witha substitute Mortgage Loan (if within two years of the Closing Date); provided that, if such defect would cause the MortgageLoan to be other than a qualified mortgage as defined in Section 860G(a)(3) of the Internal Revenue Code, any such cure orsubstitution must occur within 90 days from the date such breach was discovered. The Mortgage Loans have an aggregate scheduled principal balance of approximately $___________ as of the Cut-off Date andhave original terms to maturity of not greater than 30 years. The Mortgage Loans have the following approximate characteristicsas of the Cut-off Date:Range of mortgage rates:_____% to ______%Weighted-average mortgage rate:_____%Range of gross margins:_____% to ______%

S-3

Weighted average gross margin:_____%Range of minimum mortgage rates:_____% to ______%Weighted average minimum mortgage rate:______%Range of maximum mortgage rates:____% to _____%Weighted average maximum mortgage rate:_____%Range of remaining term tomaturity:___ months to ___ months

Weighted-average remaining termto stated maturity: ___ monthsRange of principal balances: $_________ to $_________Average principal balance: $_________Range of original loan-to-value ratios: _____% to ______%Weighted-average original loan-to-value ratio: _____%Weighted-average seasoning: ____ months

Non-zero Weighted-average credit score: ____Weighted average next adjustment date:____Geographic concentration of mortgaged properties securing mortgage loans in excess of 5.00% of the aggregate principal

balance:______: _____%______: _____%______: _____%

____________: _____%____________: _____%Mortgage Loans withmortgage insurance (loan-to-valueratio in excess of 80.00%): _____%Mortgage Loans with nomortgage insurance (loan-to-value ratio inexcess of 80.00%): _____%The mortgage rate on each adjustable-rate Mortgage Loan will adjust [monthly], [semi annually], [annually] on each adjustmentdate to equal the sum of (A) the related index and (B) the related gross margin, subject to periodic and lifetime limitations, as

8/22/2019 Nomura Home Equity Loan Inc Thid Amendment Registration Statement 333-132109 and 333-126435 - 04-13-2006

14/106

described underThe Mortgage Pool in this prospectus supplement. See also The Mortgage Pool-The Index in thisprospectus supplement.The first adjustment date on the adjustable-rate Mortgage Loans will occur after an initial period of approximately [____monthsor ___, ___ or ____ years] from the date of origination, as more fully described under The Mortgage Pool in this prospectussupplement.See also The Mortgage Pool in this prospectus supplement for additional characteristics of the Mortgage Loans.Description of the Certificates

Offered Certif icatesThe trust will issue senior and subordinate certificates. The Class [___], Class [___], Class [___], Class [___], Class [___], Class[___], Class [___] and Class [___] Certificates will represent senior interests in the mortgage pool and we sometimes refer tothese certificates in this prospectus supplement as the Senior Certificates. The Class M-1, Class M-2 and Class M-3 Certificateswill each represent subordinate interests in the mortgage pool and we sometimes refer to these certificates in this prospectussupplement as the Mezzanine Certificates.Non-Of fered Certi fi catesClass C CertificatesThe certificate principal balance of the Class C Certificates on any date of determination is equal to the excess of the aggregate

principal balance of the Mortgage Loans over the aggregate certificate principal balance of the Offered Certificates. As of theClosing Date, the aggregate principal balance of the Mortgage Loans will exceed the aggregate certificate principal balance of theOffered Certificates (other than the Class [___] Certificates) by approximately $______.

S-4

Class P CertificatesThe Class P Certificates will have an initial certificate principal balance of $100 and will not be entitled to distributions in respectof interest. The Class P Certificates will be entitled to all prepayment charges received in respect of the Mortgage Loans. Class R CertificatesThe Class R Certificates represent the right to receive additional distributions in respect of the Mortgage Loans on anydistribution date after all required payments of principal and interest have been made on such date in respect of the OfferedCertificates and the Class C Certificates, although it is not anticipated that funds will be available for any additional distribution.Although not offered by this prospectus supplement, the non-offered classes of certificates are described herein because thecertificate principal balance, structure, collateral, rights, risks and other characteristics affect the certificate principal balance,structure, collateral, rights, risks and other characteristics of the Offered Certificates.

S-5

Offered Certificates

ClassPass-Through

Rate

Initial CurrentPrincipal or Notional

AmountInitial Rating(S&P/Moodys) Designation

Scheduled Final Maturity

Date(1)

[__][Variable] [Fixed]Rate $[__] [__]/[__] Senior [____ __, 20__]

[__][Variable] [Fixed]Rate [7.00%] $[__] [__]/[__] Senior [____ __, 20__]

[__]

[A Specific FixedRate will be

provided] $[__] [__]/[__] Senior [____ __, 20__]

8/22/2019 Nomura Home Equity Loan Inc Thid Amendment Registration Statement 333-132109 and 333-126435 - 04-13-2006

15/106

[__][Variable] [Fixed]Rate $[__] [__]/[__] Senior [____ __, 20__]

[__][Variable] [Fixed]Rate $[__] [__]/[__] Senior [____ __, 20__]

[__][Variable] [Fixed]Rate $[__] [__]/[__] Senior [____ __, 20__]

[__]

[Variable] [Fixed]

Rate $[__] [__]/[__] Senior [____ __, 20__]

[__][Variable] [Fixed]Rate Notional [__]/[__] Senior/Interest Only [____ __, 20__]

M-1[Variable] [Fixed]Rate $[__] [__]/[__] Subordinate [____ __, 20__]

M-2[Variable] [Fixed]Rate $[__] [__]/[__] Subordinate [____ __, 20__]

M-3[Variable] [Fixed]Rate $[__] [__]/[__] Subordinate

Total Offered Certificates: $[__]

Non-Offered Certificates

X[Variable] [Fixed]Rate $[__] [__]/[__] Excess Interest [____ __, 20__]

P

[Variable] [Fixed]

Rate $100 [__]/[__]

Prepayment Charges

Only [____ __, 20__]

R[Variable] [Fixed]Rate $Notional [__]/[__] Residual Certificate [____ __, 20__]

Total Non-OfferedCertificates: $[__]Total Certificates: $[__]

S-6

Last Scheduled Distribution DateThe distribution date in ___________ will be the last scheduled distribution date for the Offered Certificates, other than the Class[__] Certificates. The distribution date in ____________ will be the last scheduled distribution date for the Class [__]Certificates. It is possible that the certificate principal balance or notional balance of the Offered Certificates may not be fully

paid or reduced to zero by these dates. See Yield, Prepayment and Maturity Considerations in this prospectus supplement.Record DateFor each class of Offered Certificates (other than the Class [__] Certificates) and for any distribution date, the last business day ofthe month preceding the month in which such distribution date occurs. For the Class [__] Certificates, the business day precedingthe applicable distribution date so long as the Class [__] Certificates remain in book-entry form; otherwise the record date shall

be the same as for the other classes of Offered Certificates.Denominations

For each class of Offered Certificates $25,000 and multiples of $1 in excess thereof, except that one certificate of each class willbe issued in the remainder of the class.Registration of Offered CertificatesThe trust will issue the Offered Certificates initially in book-entry form. Persons acquiring interests in the Offered Certificatesmay elect to hold their beneficial interests through The Depository Trust Company, in the United States, or ClearstreamLuxembourg or Euroclear, in Europe.We refer you to Description of the CertificatesBook-Entry Registration in this prospectus supplement.Pass-Through RatesThe pass-through rate for each class of Offered Certificates (other than the Class [__] Certificates and Class [__] Certificates) isthe respective per annum fixed rate set forth on the cover of this prospectus supplement.

8/22/2019 Nomura Home Equity Loan Inc Thid Amendment Registration Statement 333-132109 and 333-126435 - 04-13-2006

16/106

On any distribution date, the pass-through rate for each class of Offered Certificates will be subject to an interest rate cap whichwe describe below.The pass-through rate for the Class [__] Certificates may change from distribution date to distribution date. On any distributiondate, the pass-through rate for the Class [__] Certificates will be equal to one-month LIBOR plus ____% per annum. The interest rate cap for the Offered Certificates (other than the Class [__] Certificates) is equal to

(a) with respect to each distribution date from and including the distribution date in __________ to andincluding the distribution date in ___________, the weighted average of the net mortgage rates of all of the Mortgage Loans

minus interest payable to the Class [__] Certificates with respect to each such distribution date expressed as a per annum ratecalculated based on the aggregate Mortgage Loan balance minus, with respect to the Class [__], Class [__] and Class [__]Certificates, the premium, expressed as a per annum rate, payable to the Certificate Insurer for providing the Policy; and

(b) with respect to each distribution date thereafter, the weighted average of the net mortgage rates of all of theMortgage Loans minus, with respect to the Class [__], Class [__] and Class [__] Certificates, the premium, expressed as a perannum rate, payable to the Certificate Insurer for providing the Policy.

S-7

With respect to the Class [__] Certificates, the interest rate cap described above shall be adjusted for the actual number of dayselapsed during the related accrual period.On the distribution date following the first possible optional termination date, the pass-through rate for the Class [__], Class [__],Class [__], Class M-1, Class M-2 and Class M-3 Certificates, set forth on the cover of this prospectus supplement will beincreased by _____% per annum. Each such increased rate will remain subject to the interest rate cap. The interest rate cap for the Class [__] Certificates is equal to the weighted average of the net mortgage rates of all of theMortgage Loans.If on any distribution date, the pass-through rate for a class of Offered Certificates (other than the Class [__] Certificates) is basedon the interest rate cap, the resulting interest shortfalls may be recovered by the holders of the related Offered Certificates on thesame distribution date or on future distribution dates on a subordinated basis to the extent that on such distribution date there areavailable funds remaining after certain other distributions on the Offered Certificates and the payment of certain fees andexpenses of the trust.We refer you to Description of the CertificatesDistributions and Excess Spread and Overcollateralization Provisions inthis prospectus supplement.Distribution Dates

The trustee will make distributions on the certificates on the 25th day of each calendar month beginning in ___________ to theappropriate holders of record. If the 25th day of the month is not a business day, then the trustee will make distributions on thefollowing business day.Interest PaymentsOn each distribution date holders of the Offered Certificates will be entitled to receive:

the interest that has accrued on the certificate principal balance or notional balance of such certificates at therelated pass-through rate during the related accrual period, and

any interest due on a prior distribution date that was not paid (but with no interest accrued thereon), less

interest shortfalls allocated to such certificates.The accrual period for the Offered Certificates (other than the Class [__] Certificates) and any distribution date will be the

calendar month immediately preceding the calendar month in which distribution date occurs. The accrual period for the Class[__] Certificates and any distribution date will be the period from and including the 25 th day of the calendar month preceding themonth in which such distribution date occurs (or, with respect to the first accrual period, the Closing Date) to and including the24th day of the calendar month in which such distribution date occurs. Calculations of interest on the Offered Certificates (otherthan the Class [__] Certificates) will be based on a 360-day year that consists of twelve 30-day months. Calculations of intereston the Class [__] Certificates will be based on a 360-day year and the actual number of days elapsed during the related accrual

period.The notional balance of the Class [__] Certificates for purposes of calculating accrued interest is equal to the lesser of (a) (i)$__________ for each distribution date from and including the distribution date in ___________ to and including the distributiondate in _________, (ii) $__________ for each distribution date from and including the distribution date in _________ to andincluding the distribution date in _________, (iii) $________ for each distribution date from and including the distribution date

8/22/2019 Nomura Home Equity Loan Inc Thid Amendment Registration Statement 333-132109 and 333-126435 - 04-13-2006

17/106

in _________ to and including the distribution date in ___________, (iv) $_________ for the distribution date in _________ andthe distribution date in ___________, (v) $_________ for each distribution date from and including the distribution date in

__________ to and including the distribution date in _________, (vi) $___________ for the distribution date in __________ andthe distribution date in _________, (vii) $___________ for the distribution date in ____________ and the distribution date in

___________, (viii) $____________ for the distribution date in _____________ and (ix) for each distribution date thereafter, $0and (b) the aggregate outstanding principal balance of the Mortgage Loans.

S-8

Principal PaymentsOn each distribution date, holders of the Offered Certificates (other than the Class [__] Certificates) will receive a distribution of

principal on their certificates if there is cash available on that distribution date for the payment of principal. Monthly principaldistributions will generally include

principal payments on the Mortgage Loans, and

until a specified over-collateralization level has been reached, interest payments on the Mortgage Loans notneeded to pay interest on the Offered Certificates and monthly fees and expenses of the trust.

You should review the priority of payments described underDescription of the CertificatesDistributions in this prospectussupplement.Credit EnhancementCredit enhancements provide limited protection to holders of specified certificates against shortfalls in payments received on theMortgage Loans. This transaction employs the following forms of credit enhancement: Subordination. By issuing senior certificates and subordinated certificates, the trust has increased the likelihood that seniorcertificateholders will receive regular payments of interest and principal. The Class [__], Class [__], Class [__], Class [__], Class[__], Class [__], Class [__] and Class [__] Certificates constitute the Senior Certificates, and the Class M-1, Class M-2, Class M-3 and Class C Certificates constitute the Subordinate Certificates.The rights of the holders of the Subordinate Certificates to receive distributions will be subordinated, to the extent described inthis prospectus supplement, to the rights of the holders of the Senior Certificates. In addition, to the extent described underDescription of the CertificatesSubordination and Allocation of Realized Losses in

this prospectus supplement,

the rights of the holders of the Class M-2, Class M-3 and Class C Certificates will be subordinated to therights of the holders of the Class M-1 Certificates;

the rights of the holders of the Class M-3 Certificates and Class C Certificates will be subordinated to therights of the holders of the Class M-2 Certificates; and

the rights of the holders of the Class C Certificates will be subordinated to the rights of the holders of theClass M-3 Certificates.

S-9

Subordination is intended to enhance the likelihood of regular distributions on the more senior certificates in respect of interestand principal and to protect the holders of certificates having a higher payment priority against losses realized when theremaining unpaid principal balance on a Mortgage Loan exceeds the amount of proceeds recovered upon the liquidation of thatMortgage Loan net of amounts payable or reimbursable to the related servicer, the custodian and the trustee.

8/22/2019 Nomura Home Equity Loan Inc Thid Amendment Registration Statement 333-132109 and 333-126435 - 04-13-2006

18/106

We refer you to Description of the CertificatesSubordination and Allocation of RealizedLosses in this prospectussupplement.Al location of Reali zed Losses. If, on any distribution date, there is not sufficient excess interest or overcollateralization(represented by the Class C Certificates) to absorb realized losses on the Mortgage Loans, then realized losses on the MortgageLoans will be allocated to the Class M-3, Class M-2 and Class M-1 Certificates, in that order. The pooling and servicingagreement does not permit the allocation of realized losses on the Mortgage Loans to the Senior Certificates; however, investorsin the Senior Certificates should realize that under certain loss scenarios, there will not be enough principal and interest on the

Mortgage Loans to pay the Senior Certificates all interest and principal amounts to which these certificates are then entitled. SeeDescription of the CertificatesSubordination and Allocation of Realized Losses in this prospectus supplement.Once realized losses are allocated to the Mezzanine Certificates, their certificate principal balances will be reduced by the amountso allocated.Excess Spread and Overcol lateral ization. We expect the Mortgage Loans to generate more interest than is needed to pay intereston the Offered Certificates because we expect the weighted average net mortgage rate of the Mortgage Loans to be higher thanthe weighted average pass-through rate on the Offered Certificates. As overcollateralization increases, such higher mortgage rateis paid on Mortgage Loans with an aggregate principal balance that is larger than the certificate principal balance of thecertificates. As of the Closing Date, the aggregate principal balance of the Mortgage Loans will exceed the aggregate certificate

principal balance of the Offered Certificates (other than the Class [__] Certificates) by approximately $________. The amount ofovercollateralization required by the pooling and servicing agreement with respect to the Mortgage Loans will not be establishedat issuance, but over time is targeted to increase as set forth in this prospectus supplement. Interest payments received in respectof the Mortgage Loans in excess of the amount that is needed to pay interest on the Offered Certificates, the premium payable tothe Certificate Insurer and related trust expenses will be available to absorb realized losses on the Mortgage Loans and toachieve, maintain or restore the required level of overcollateralization.

We refer you to Description of the CertificatesExcess Spread and Overcollateralization Provisions in this prospectussupplement.Cap Agreement. For each distribution date occurring on or prior to the distribution date in ____________, the Class [__]Certificates will have the benefit of a cap agreement (the Cap Agreement) which is intended partially to mitigate interest raterisk. The Cap Agreement requires ________________ (the Cap Provider) to make a cap payment in an amount equal to the

product of:(1) the excess, if any, of One-Month LIBOR over a specified strike rate for the related distribution date; (2) the related scheduled notional amount;

S-10

(3) a fraction, the numerator of which is the actual number of days elapsed from the previous distribution date to butexcluding the current distribution date (or, for the first distribution date, the actual number of days elapsed from the Closing Dateto but excluding the first distribution date), and the denominator of which is 360; and (4) 100.The Policy. The Class [__], Class [__] and Class [__] Certificates will each have the benefit of a certificate guaranty insurance

policy (the Policy) pursuant to which _______________ (the Certificate Insurer) will unconditionally and irrevocably

guarantee the timely payment of interest and certain other payments on the Class [__], Class [__] and Class [__] Certificates oneach distribution date. See Description of the Certificates and The Policy in this prospectus supplement.[If the Certificate Insurer is liable or contingently liable to provide payments representing 10% of more of the cash flowsupporting any offered class, additional information with respect to credit enhancement providers, required pursuant to Item1114(b) of Regulation AB, will be provided.]Retention of Certain Servicing Rights

The sponsor, as the owner of the Mortgage Loans to be sold to the trust fund, will retain certain rights relating to the servicing ofthe Mortgage Loans, including the right to terminate and replace __________________ at any time, without cause, or hire aspecial servicer as further specified in the pooling and servicing agreement.We refer you to Servicing and Other Compensation and Payment of Expenses in this prospectus supplement.AdvancesEach servicer will make cash advances with respect to delinquent payments of scheduled interest and principal on the MortgageLoans serviced by such servicer to the extent that such servicer reasonably believes that such cash advances can be repaid fromfuture payments on the related Mortgage Loans. These cash advances are only intended to maintain a regular flow of scheduledinterest and principal payments on the certificates and are not intended to guarantee or insure against losses. Servicing Fee

8/22/2019 Nomura Home Equity Loan Inc Thid Amendment Registration Statement 333-132109 and 333-126435 - 04-13-2006

19/106

With respect to each Mortgage Loan, the amount of the annual master servicing fee that shall be paid to the master servicer is, fora period of one full month, equal to one-twelfth of the product of (a) [__]% and (b) the outstanding principal balance of theMortgage Loan. Such fee shall be payable monthly, computed on the basis of the same principal amount and period respectingwhich any related interest payment on a Mortgage Loan is computed. The obligation to pay the master servicing fee is limited to,and the master servicing fee is payable from the interest portion of such Monthly Payments collected. The master servicer will

pay the trustee fee and the servicing fees from its fee.Optional Termination

The Master Servicer may, at its option, purchase the Mortgage Loans (and any properties acquired in respect of the MortgageLoans) when the total outstanding principal balance of the Mortgage Loans (and the fair market value of any properties acquiredin respect of the Mortgage Loans) on any distribution date is less than or equal to 10% of the total outstanding principal balanceof the Mortgage Loans as of the Cut-Off Date (which includes the subsequent mortgage loans expected to be purchased by thetrust during the Pre-Funding Period).

S-11

See Description ofthe CertificatesOptional Termination in this prospectus supplement.If the option to purchase the Mortgage Loans is not exercised on the first possible optional termination date, the pass-through rateon the Class [___], Class [___], Class [___], Class M-1, Class M-2 and Class M-3 Certificates will increase as provided in this

prospectus supplement.[To be expanded to provide a summary of other events, if any, that can trigger liquidation or amortization of the asset pool orotherwise would alter the transaction structure or flow of funds, pursuant to Item 1103(a)(3)(viii) of Regulation AB.] Federal Income Tax ConsequencesFor federal income tax purposes, the trust will comprise multiple real estate mortgage investment conduits, organized in a tieredREMIC structure. The certificates offered by this prospectus supplement (exclusive of any payments received from the reservefund) and the Class C Certificates and Class P Certificates will represent beneficial ownership of regular interests in therelated REMIC identified in the pooling and servicing agreement.The Class R Certificates will represent the beneficial ownership of the sole class of residual interests in each REMIC. Certainclasses of Offered Certificates may be issued with original issue discount for federal income tax purposes. We refer you to Federal Income Tax Consequences in this prospectus supplement for additional information concerning theapplication of federal income tax laws.Legal Investment

The Senior Certificates and the Class M-1 Certificates will be mortgage related securities for purposes of the SecondaryMortgage Market Enhancement Act of 1984 (SMMEA), for so long as they are rated not lower than the second highest ratingcategory by one or more nationally recognized statistical rating organizations, and therefore will be legal investments for thoseentities to the extent provided in SMMEA and applicable state laws. The Class M-2 Certificates and Class M-3 Certificates willnot constitute mortgage related securities for purposes of SMMEA.We refer you to Legal Investment in this prospectus supplement.ERISA ConsiderationsThe Offered Certificates may be purchased by a pension or other employee benefit plan subject to the Employee RetirementIncome Security Act of 1974 or Section 4975 of the Internal Revenue Code of 1986, so long as a number of conditions are met. Afiduciary of an employee benefit plan must determine that the purchase of a certificate is consistent with its fiduciary duties underapplicable law and does not result in a nonexempt prohibited transaction under applicable law.We refer you to ERISA Considerations in this prospectus supplement and in the prospectus. RatingsIt is a condition to the issuance of the certificates that the offered certificates receive the following ratings from Standard &

Poors, a division of The McGraw-Hill Companies, Inc., which is referred to herein as S&P, and Moodys Investors Service, Inc.,which is referred to herein as Moodys:

S-12

8/22/2019 Nomura Home Equity Loan Inc Thid Amendment Registration Statement 333-132109 and 333-126435 - 04-13-2006

20/106

Class Rating Agency Rating Agency

[___][___][___][___][___]

[___][___][___]M-1M-2M-3

A rating is not a recommendation to buy, sell or hold securities and either rating agency can revise or withdraw such ratings atany time. Additionally, a rating does not address the frequency of prepayments on the mortgage loans or the corresponding effecton yield to investors or whether the investors in the interest only certificates may fail to recover fully their initial investment.See Yield on the Certificates and Ratings in this prospectus supplement and Yield Considerations in the prospectus.

S-13

TRANSACTION STRUCTURE[Diagram]

S-14

RISK FACTORSIn addition to the matters described elsewhere in this prospectus supplement and the prospectus, you should carefully

consider the following risk factors before deciding to purchase a certificate.[Appropriate risk factorsfr om the foll owing li st asnecessary][The MezzanineCertificates have a greaterrisk of loss than the SeniorCertificates When certain classes of certificates provide credit enhancement for other

classes of certificates it is sometimes referred to as subordination. The

Class M-1, Class M-2 and Class M-3 Certificates are subordinate to theSenior Certificates. In addition, the Class M-3 Certificates and Class M-2Certificates are subordinate to the Class M-1 Certificates and the Class M-3Certificates are subordinate to the Class M-2 Certificates.Credit enhancement for the Offered Certificates will be provided by the rightof the holders of certain certificates to receive payments of interest and

principal prior to the classes of Offered Certificates which are subordinated tosuch classes of certificates and, by the allocation of realized losses to the mostsubordinate classes of certificates prior to the allocation of realized losses tothe other classes of certificates. This form of credit enhancement usescollections on the Mortgage Loans otherwise payable to the holders of the

8/22/2019 Nomura Home Equity Loan Inc Thid Amendment Registration Statement 333-132109 and 333-126435 - 04-13-2006

21/106

related subordinated classes to pay amounts due on the more senior classes.Collections on the Mortgage Loans are the sole source of funds from whichsuch credit enhancement is provided. Realized losses will be allocated first, toreduce the amount of excess spread, second, to reduce theovercollateralization amount and third, to the Mezzanine Certificates,

beginning with the Mezzanine Certificates with the lowest payment priority,until the certificate principal balance of each such class has been reduced to

zero. This means that realized losses on the Mortgage Loans which areallocated to the Mezzanine Certificates would first be allocated to the ClassM-3 Certificates, second to the Class M-2 Certificates, and third to the ClassM-1 Certificates, in each case until the certificate principal balance of eachsuch class is reduced to zero. Accordingly, if the certificate principal balanceof a subordinated class were to be reduced to zero, delinquencies and defaultson the Mortgage Loans would reduce the amount of funds available fordistributions to holders of the remaining subordinated class or classes and, ifthe aggregate certificate principal balance of all the subordinated classes wereto be reduced to zero, delinquencies and defaults on the Mortgage Loans

ould reduce the amount of funds available for monthly distributions toholders of the remaining Senior Certificates.

S-15

You should fully consider the risks of investing in a Mezzanine Certificate,including the risk that you may not fully recover your initial investment as aresult of realized losses.See Description of the Certificates in this prospectus supplement.]

[Additional risks associatedith the Mezzanine

Certificates The weighted average lives of, and the yields to maturity on, the MezzanineCertificates will be progressively more sensitive based on the payment

priority of each such class, to the rate and timing of borrower defaults and theseverity of ensuing losses on the Mortgage Loans. If the actual rate andseverity of losses on the Mortgage Loans is higher than those assumed by aninvestor in such certificates, the actual yield to maturity of such certificatesmay be lower than the yield anticipated by such holder based on suchassumption. The timing of losses on the Mortgage Loans will also affect aninvestors actual yield to maturity, even if the rate of defaults and severity oflosses over the life of the Mortgage Loans are consistent with an investorsexpectations. In general, the earlier a loss occurs, the greater the effect on aninvestors yield to maturity. Realized losses on the Mortgage Loans will firstreduce the amount of excess spread, second, reduce the amount ofovercollateralization, third, reduce the certificate principal balance of theClass M-3 Certificates, fourth, reduce the certificate principal balance of theClass M-2 Certificates and fifth, reduce the certificate principal balance of theClass M-1 Certificates. As a result of the allocation of realized losses to the

Mezzanine Certificates, less interest will accrue on such class of MezzanineCertificates than would otherwise be the case. Once a realized loss isallocated to a Mezzanine Certificate, no interest will be distributable withrespect to such written down amount.Prior to any purchase of a Mezzanine Certificate, consider the followingfactors that may adversely impact your yield:se the Mezzanine Certificates receive interest and principal distributions afterthe Senior Certificates receive such distributions, there is a greater likelihoodthat the Mezzanine Certificates will not receive the distributions to whichthey are entitled on any distribution date.elated servicer determines not to advance a delinquent payment on a

8/22/2019 Nomura Home Equity Loan Inc Thid Amendment Registration Statement 333-132109 and 333-126435 - 04-13-2006

22/106

Mortgage Loan