Preview
FILED: NEW YORK COUNTY CLERK 08/04/2022 07:27 PM INDEX NO. 650337/2013
NYSCEF DOC. NO. 2261 RECEIVED NYSCEF: 08/04/2022
Exhibit 261
FILED: NEW YORK COUNTY CLERK 08/04/2022 07:27 PM INDEX NO. 650337/2013
NYSCEF DOC. NO. 2261 RECEIVED NYSCEF: 08/04/2022
From: Wood, Alissa
To: rishi.salwan@moodys.com; ajit.thomas@moodys.com
CC: Leschak, Jeane
Sent: 9/27/2006 5:59:27 PM
Subject: FW: NAAC 2006-S4 - Circular - SIGN OFF REQUESTED
Offering
Attachments: NAAC 2006-S4 Offering Circular (8v9 changed pages).pdf; NAAC 2006-S4 Offering Circular
(clean).doc
Please letme know whether you have signed offon thisbook.
Thanks!
-----OriginalMessage-----
Front Wood, Alissa
Sent:Wednesday, September 27, 2006 5:26 PM
To: 'bmarviitil)us.nomura.cont:'dmecabe@us.nomura.cont
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'rgartner@us.nomura.com': 'drandall@us.nomura.cont
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(8v9 changed pages).pdf» s<
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'gcampisc@us.nomura.cont Inambiar@us.nomura.cont Braun Michael P.:
Dave, PritiK.: Cejudo, Williant Hintnunn Brooke: Klippert, Barbara D.:
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CONFIDENTIAL NOM_ZAMBEZIIV 02223363
FILED: NEW YORK COUNTY CLERK 08/04/2022 07:27 PM INDEX NO. 650337/2013
NYSCEF DOC.)bear.com':
'LChevere NO. 2261 )bear.com';
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RECEIVED NYSCEF: 08/04/2022
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Subject:NAAC 2006-S4 - Circular- SIGN OFF REQUESTED
Offering
Attached foryour review please findchanged pages ofa revisedversion
of the OfferingCircularin connection withthe above-referenced
transaction marked to show changes from the previouslydistributed
version A clean copy is alsoattached foryour reference.
We areprinting at 6 o'clock
tonight. Accordingly,please direct sign
offto 1q attentionby 6 p.m Thank you.
Alissa
Alissa F. Wood
McKee Nelson LLP
One Battery Park Plaza
New Yorls New York 10004
917.777.4264 direct
917.777.4299 fax
awood@mckeenelson.com
Any advice containedin thise-mail (includingany attachmentthatdoes not expresslystateotherwise) is 1Nt intendedorwritten to be usedand
cannot be used by any taxpayerfor thepurpose of avoiding UnitedStatesFederal tax penalties
thatmay be inposed. Ifthisadvice isused to
promote, market, orrecommend any transactionor investment,tleadvice was written tosupport the promotion or marketing ofthe transaction
or mattersaddressed and each taxpayershould seek advice based on the taxpayer'sparticularcircumstances from an independent tax advisor.
___________________________________________________________
We Irreby confirm thatwe are placing no linitation
on any disclosure of tletaxtreatmentor taxstructurethatisthe subject of anywritten
advice provided in thise-mail orany attachment.
___________________________________________________________
The information contained in this
message may be privileged and confidentialand protectedfrom disclosure. Iftlereader ofthismessage is
notthe intended or
recipient, an enployee oragent responsible fordelivering thismessage to theintended you
recipient, are Irreby 1Ntified
thatany dissemination distributionor copying ofthiscommunication is prohibited.
strictly If youhave received thiscommunication in crror,
please notifyus immediately by replyingto themessage and thendelete tlemessage from your conputer.
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CONFIDENTIAL NOM_ZAMBEZIIV 02223364
FILED: NEW YORK COUNTY CLERK 08/04/2022 07:27 PM INDEX NO. 650337/2013
NYSCEF DOC. NO. 2261 RECEIVED NYSCEF: 08/04/2022
OFFERING CIRCULAR STRICTLY CONFIDENTIAL
$245,781,000
(Approximate)
Mortgage Pass-Through Certificates, Series 2006-S4
Nomura Asset Acceptance Corporation,
Alternative Loan Trust, Series 2006-S4
IssuingEntity
Nomura Asset Acceptance Corporation
Depositor
Nomura Credit & Capital, Inc.
Sponsor and Seller
Wells Fargo Bank, N.A.
Master Servicerand Securities Administrator
GMAC Mortgage Corporation and Ocwen Loan Servicing, LLC
Servicers
Consider the Risk
carefully Factors " Nomura Asset Acceptance Corporation,
beginningon page [11}in this Altemative Loan Trust,Series 2006-S4, the
confidential
offeringcircular. issuing will
entity, issuesixteen(16)classesof
fourteen
certificates, (14)ofwhich are referred
The certificates
willrepresent to hereinas theoffered certificates.
Each class
interests
in the issuing
entitycreated of offered certificates
(otherthan the ClassX-
forSeries 2006-S4only and will
not 1 and Class R will receive
certificates)
representinterests
in or obligations
of distributionsof principalor
monthly interest,
Nomura AssetAcceptance both.
Corporation,Nomura Credit &
Nomura Securities " The certificates
representownership interests
Capital,
Inc.,
International,
Inc.,the master in thetrust,whose assets areprimarily a pool
the securities
servicer, administrator, offixed-rate,second lienmortgage loans.
the servicers,
the trustee
or any of
" Credit enhancement for allof the classesof
theirrespective
affiliates.
offered certificates
(otherthan the Class X-1
and Class R will
certificates) be provided by
the use of excess interest to create
overcollateralization, subordination and
amounts received under an interestrate cap
agreement.
" The yieldto investorson each classof offered
certificates
(otherthan theClass X-1 and Class
R Certificates)
willbe sensitiveto the rate
and
timing ofprincipalpayments on the mortgage
loans,which may varyover time.
Certificates"
The initial
class principal
amounts and interestrates
of the certificates
are listed
under the heading"Offered in the table
on page 1.
Nomura SecuritiesInternational,
Inc.,referredtoin thisconfidentialofferingcircularas theinitial
purchaser,willofferthe offered
certificates
from timeto timeto prospectiveinvestorsin negotiated
transactions.
The trustwillmake multiple REMIC electionsforfederalincome taxpurposes.
Delivery ofthe offered other
certificates, than theClass X-1 and Class R,will be made in book-entryform through the facilities
of
The Depository Trust Company, Clearstream, Luxembomg and the Euroclear System on or afterSeptember 28,2006. The Class
B-4 Certificates
are expectedto be made eligiblefortradingin the Portal"Market ("PORTAL") of The Nasdaq StockMarket, Inc.
CONFIDENTIAL NOM_ZAMBEZIIV 02223365
FILED: NEW YORK COUNTY CLERK 08/04/2022 07:27 PM INDEX NO. 650337/2013
NYSCEF DOC. NO. 2261 RECEIVED NYSCEF: 08/04/2022
OFFERING CIRCULAR STRICTLY CONFIDENTIAL
THE CERTIFICATES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") AND ARE BEING OFFERED AND SOLD IN THE UNITED STATES ONLY TO
QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT. THE
CERTIFICATES ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS DESCRIBED
UNDER "RISK FACTORS-LACK OF LIQUIDITY'' AND ''NOTICE TO INVESTORS.
NÅ’/AURA
The date ofthisconfidential
offering circular
is September{--1 2006
CONFIDENTIAL NOM_ZAMBEZIIV 02223366
FILED: NEW YORK COUNTY CLERK 08/04/2022 07:27 PM INDEX NO. 650337/2013
NYSCEF DOC. NO. 2261 RECEIVED NYSCEF: 08/04/2022
TABLEOFCONTENTS
SUMMARY OF TERMS 1
RISK FACTORS 11
THE MORTGAGE POOL 8.
THE ORIGINATORS 39
THE SELLER AND SPONSOR 41
ISSUING ENTITY 424_<,
THE DEPOSITOR 42
THE MASTER SERVICER 434
THE SERVICERS 444
THE CREDIT RISK MANAGER 51
THE POOLING AND SERVICING AGREEMENT 52
DESCRIPTION OF THE CERTIFICATES 68
YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS 92
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS 111
USE OF PROCEEDS 123
IRS CIRCULAR 230 NOTICE 123
MATERIAL FEDERAL INCOME TAX CONSEQUENCES 123
STATE TAXES 144
ERISA CONSIDERATIONS 144
LEGAL INVESTMENT CONSIDERATIONS 149
NOTICE TO INVESTORS 149
PLAN OF DISTRIBUTION 151
LEGAL MATTERS 1411.5-1
RATINGS 152
AFFILIATIONS, RELATIONSHIPS AND RELATED TRANSACTIONS 153
INDEX OF DEFINED TERMS 154
ANNEX I GLOBAL CLEARANCE,
SETTLEMENT AND TAX DOCUMENTATION PROCEDURES I-1
ANNEX IIINTEREST RATE CAP AGREEMENT SCHEDULE II-1
vii
CONFIDENTIAL NOM_ZAMBEZIIV 02223367
FILED: NEW YORK COUNTY CLERK 08/04/2022 07:27 PM INDEX NO. 650337/2013
NYSCEF DOC. NO. 2261 RECEIVED NYSCEF: 08/04/2022
SUMMARY OF TERMS
The following summary isa very broad overview of the certificates offered by this confidential
offering circular and does not contain all of the information that you need to consider when making
your investment decision. To understand the terms of an offering of the certificates,you should read
thisentire document carefully.
The Certificates
Initial Principal Pass-Through InitialRating
Class Balance(1) Rate (S&P/Moody's) Designation
Offered Certificates:
A-1 $186,244,000 Variable(2) {AAA/Aaal Senior
A-IO Notional(3) 10.00%(4) {AAA/Aaal Senior/Interest Only
M-1 $11,679,000 Variable(2) {AA+/Aall Subordinate
M-2 $12,568,000 Variable(2) {AA/Aa2] Subordinate
M-3 $4,824,000 Variable(2) {AA-/Aa3] Subordinate
M-4 $4,951,000 Variable(2) {A+/All Subordinate
M-5 $4,951,000 Variable(2) {A/A2} Subordinate
M-6 $4,189,000 Variable(2) {A-/A3} Subordinate
B-1 $3,427,000 Variable(2) {BBB+/Baal} Subordinate
B-2 $3,681,000 Variable(2) {BBB/Baa2] Subordinate
B-3 $2,793,000 Variable(2) {BBB-/Baa3} Subordinate
B-4 8.00% (4) {BB+/Ba-1-}Nat Subordinate
$6,474,000 Rated
R N/A(5) N/A(5) Not Rated Residual
X-1 N/A(6) N/A(6) Not Rated Subordinate
Total Offered
Certificates
(approximate): $245,781,000
Non-Offered
Certificates:
X-2 N/A(7) N/A(7) Not Rated Charged Off Loans
P $100 N/A(8) Not Rated Prepayment Charges
Total Non-Offered
Certificates: $100
(1) The certificates are subject to a variance of no more than 10% prior to their issuance.
The pass-through rate for the Class Class Class Class Class Class M-
(2) A-1, M-1, M-2, M-3, M-4,
5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates will be based upon one-month
L1BOR plus the applicable certificate margin, subject to a rate cap. After the first possible
optional termination date, these certificate margins will increase. For additional information on
the calculation of the pass-through rates, see "Description of the Certificates-Distributions of
Interest."
(3) The Class A-IO Certificates are interest only certificates,will have no principal balance and will
accrue interest on the Class A-IO Notional Amount, which for each distribution date on or prior
to the distribution date in March 2009 will equal the lesser of (i)the aggregate principal balance
of the mortgage loans as of the first day of the related collection period and (ii)the related
specified notional balance as set forth herein under "Description of the Certificates-Glossary
1
CONFIDENTIAL NOM_ZAMBEZIIV 02223338
FILED: NEW YORK COUNTY CLERK 08/04/2022 07:27 PM INDEX NO. 650337/2013
NYSCEF DOC. NO. 2261 RECEIVED NYSCEF: 08/04/2022
Class P and Class X-2 Certificates. loans to the trust. The seller acquired the
mortgage loans from a variety of sources.
" Physical Certificates
As of the cut-off date, the mortgage pool
Class X-1, Class X-2, Class P and will consist of 4,712 fixed-rate, second lien
Class R Certificates. mortgage loans with an aggregate principal
balance of approximately $253,912,479.87.
" Senior Certipcates The mortgage loans will have the following
approximate characteristics (percentages are
Class A and Class A-IO Certificates.
based on the aggregate principal of
balance
the mortgage loans as of the close of
" Subordinate Certificates
business on the cut-off date):
Class M, Class B and Class X-1 of 114 358
Range Remaining Terms to to
Certificates. Stated Maturity: months
" Residual Certificates Weighted Average Remaining
Term toStated Maturity: 201 months
Class X-2 and Class R Certificates.
of Original 120 360
Range Tenns to to
StatedMaturity: months
" Certificates
Book-Entry
Weighted Average Original
All certificates other than the Term toStated Maturity: 208 months
Physical Certificates.
Range of OriginalPrincipal $9,600.00 to
Balances: $500,000.00
" ERISA-Restricted Certificates
Average OriginalPrincipal
The Class Class Class Balance: $54,320.28
B-4, X-1, X-2,
Class P and Class R Certificates and
Range of Outstanding
any other Class of Offered Certificates
PrincipalBalances as ofthe $5,447.26 to
whose rating is below investment Cut-off Date: $499,983.22
grade upon acquisition.
Average Outstanding Principal
Although not offered this prospectus Balance as ofthe Cut-off Date: $53,886.35
by
supplement, the non-offered classes are
Range ofMortgage Rates: 5.750% to
described herein because the certificate 18.750%
principal balance, structure, rights, risks and
other characteristics of the non-offered Weighted Average Mortgage
Rate: 10.705%
certificates affect the certificate principal
balance, structure, rights, risks and other Range of OriginalCombined 17.79% to
characteristics of the Offered Certificates. Loan-to-Value Ratios: 100.25%
Weighted Average Original
Mortgage Loans
Combined Loan-to-Value
Ratio: 95.79%
On the closing date, the seller will sell a
pool of mortgage loans, referred to herein as Range of Available Credit
the mortgage loans, to the depositor and the Scores: 560 to 843
depositor will sell the pool of mortgage
Weighted Average Credit
Score: 699
5
CONFIDENTIAL NOM_ZAMBEZIIV02223339
FILED: NEW YORK COUNTY CLERK 08/04/2022 07:27 PM INDEX NO. 650337/2013
NYSCEF DOC. NO. 2261 RECEIVED NYSCEF: 08/04/2022
Services, a division of The McGraw-Hill "REMIC") in a tiered structure. Certain
Companies, Inc. ("S&P") and Moody's classes of certificates will represent "regular
("Moody's" interests"
Investors Service, Inc. and, in a REMIC, along with rights to
together with S&P, the "Rating Agencies"). receive basis risk shortfalls. The Class X-2
Certificate will represent the sole class of
interests"
S&P Moody's
"residual in the lower-tier REMIC
Class that will hold the mortgage loans. The Class
Rating Rating
R Certificates will represent the sole class of
interests"
A-1 [AAA Aaal "residual in each remaining
REMIC formed pursuant to the pooling and
A-IO [AAA Aaal
servicing agreement.
M-1 fAA+ Aall
We refer you to "Material Federal Income
M-2 [AA Aa2} Consequences"
Tax herein for additional
M-3 {AA- information.
Aa3}
M-4 [A+ All ERISA Considerations
M-5 [A A21 .
Subject to the considerations discussed
Considerations,"
M-6 [A- under "ERISA the Offered
A31
Certificates (other than the Class B-4, Class
B-1 IBBB+ Baall
X-1 and Class R Certificates) may be
B-2 tBBB transferred to any investor who is acquiring
Baa2}
such certificates on behalf of an employee
B-3 IBBB-
Baa31 benefit plan or other retirement arrangement
B-4 fBB+ Ba-HNot Rated that is subject to Title I of ERISA and/or
Section 4975 of the Code. The Class B-4,
Class X-1 Class-X-2-Glass-Pl and Class R
The Class X-1 and Class R Certificates will or interests not be
Certificates, therein, may
not be rated. The depositor has not transferred to such except as
any investor,
requested that S&P or Moody's assign a Considerations."
set forth in "ERISA
rating to any class of certificates other than
Considerations"
the certificates listed above. We refer you to "ERISA
herein for additional information.
A rating is not a recommendation to buy,
sellor hold securities. These ratings may be Legal Investment
lowered or withdrawn at any time by any of
the agencies. The certificates will not be "mortgage
rating
securities"
related for purposes of the
"Ratings"
We refer you to herein for Secondary Mortgage Market Enhancement
additional information. Act of 1984. Accordingly, many institutions
with legal authority to invest in comparably
Tax Status rated securities may not be legally
authorized to invest in such certificates.
An election will be made to treat the assets You should consult your own counsel as to
of the trust, exclusive of the Basis Risk whether and to what extent the certificates
Reserve Fund and the Interest Rate Cap constitute legal investments foryou.
Account, as comprising multiple "real estate
conduits"
mortgage investment (each, a
10
CONFIDENTIAL NOM_ZAMBEZIIV 02223370
FILED: NEW YORK COUNTY CLERK 08/04/2022 07:27 PM INDEX NO. 650337/2013
NYSCEF DOC. NO. 2261 RECEIVED NYSCEF: 08/04/2022
regarding compliance with certain servicing criteria, as described in the pooling and servicing
agreement.
On or before March 15 of each year beginning March 15, 2007, each servicer and the master
servicer (with respect to the master servicer, only ifthe master servicer services loans during such
period) shall cause a nationally or regionally recognized firm of independent registered public
accountants (who may also render other services to the servicers, to the depositor, the seller, the
trustee, the master servicer, the securities administrator and the rating agencies) to furnish a
statement that atteststo and reports on the assessment of compliance provided by such servicer or
master servicer, as applicable, pursuant to clause (ii)above.
DESCRIPTION OF THE CERTIFICATES
General
The certificates will be issued under the pooling and servicing agreement. Described below
in thissection are summaries of the specific terms and provisions under which the certificates will be
issued. The following summaries do not purport to be complete and additional information is
provided in the provisions of the pooling and servicing agreement.
The Nomura Asset Acceptance Corporation, Altemative Loan Trust, Series 2006-S4 will
consist of the Class A-1 and Class A-IO Certificates, which are collectively referred to as the senior
certificates, the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1,
Class B-2, Class B-3, Class B-4 and Class X-1 Certificates, which are collectively referred to as the
subordinate certificates,which, together with the senior certificates, and the Class X-2, Class R and
"Certificates." A-
Class P Certificates, are collectively referred to as the Only the Class A-1, Class
IO, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3, Class
B-4, Class R and Class X-1 Certificates (collectively, the "Offered Certificates") are offered by this
confidential offering circular. Each class of certificates will have the respective initial Class
Principal Balance or Class A-IO Notional subject to the permitted and pass-
Amount, variance,
through rates set forth or described on page H1of thisconfidential offering circular.
The Class A-IO Certificates will not have a Class Principal Balance and will bear interest on
the Class A-IO Notional Amount. The Class X-1, Class X-2 and Class R Certificates will not have
Class Principal Balances and will not bear interest. The Class P Certificates will be entitled to all
prepayment charges received by the trustin respect of the mortgage loans as described in the pooling
and servicing agreement and will not bear interest. No amounts in respect of prepayment charges on
any of the mortgage loans will be available for distribution to the holders of the certificates other than
the Class P Certificates.
The Offered Certificates (other than the Class X-1 and Class R Certificates) will be issued in
minimum denominations (by Class Principal Balance or Class A-IO Notional Amount, as applicable)
of $25,000 and integral multiples of $1 in excess thereof. The Class X-l, Class X-2, Class P and
Class R Certificates will be issued in minimum percentage interests of 10% and integral multiples of
1% in excess thereof.
Distributions on the Certificates will be made by the securities administrator on the25th day
of each month or, if such 25th day is not a business day, on the next succeeding business day,
commencing in October 2006, to the persons in whose names those certificates are registered as of
70
CONFIDENTIAL
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FILED: NEW YORK COUNTY CLERK 08/04/2022 07:27 PM INDEX NO. 650337/2013 NYSCEF DOC. NO. 2261 RECEIVED NYSCEF: 08/04/2022 Exhibit 261 FILED: NEW YORK COUNTY CLERK 08/04/2022 07:27 PM INDEX NO. 650337/2013 NYSCEF DOC. NO. 2261 RECEIVED NYSCEF: 08/04/2022 From: Wood, Alissa To: rishi.salwan@moodys.com; ajit.thomas@moodys.com CC: Leschak, Jeane Sent: 9/27/2006 5:59:27 PM Subject: FW: NAAC 2006-S4 - Circular - SIGN OFF REQUESTED Offering Attachments: NAAC 2006-S4 Offering Circular (8v9 changed pages).pdf; NAAC 2006-S4 Offering Circular (clean).doc Please letme know whether you have signed offon thisbook. Thanks! -----OriginalMessage----- Front Wood, Alissa Sent:Wednesday, September 27, 2006 5:26 PM To: 'bmarviitil)us.nomura.cont:'dmecabe@us.nomura.cont 'dlarocca(2/)us.nomura.cont'jgrahant2/)us.nomura.com': 'rgartner@us.nomura.com': 'drandall@us.nomura.cont 'jleschak@us.nomura.conf: 'jahkee@u< (8v9 changed pages).pdf» s< (clean).doc» .nomura.com': 'kstairiker@us.nomura.com': 'mflorentino us.nomura.cont 'jpiazza@us.nomura.com': 'pwkelly@us.nonmra.com': 'flipinsid@us.nomura.cont 'jbuck@us.nomura.com'; '1rizzigrieco@us.nomura.conf: 'vkumaradjaja@us.nomura.com': 'mccarthyjt@alltel.net': 'gcampisc@us.nomura.cont Inambiar@us.nomura.cont Braun Michael P.: Dave, PritiK.: Cejudo, Williant Hintnunn Brooke: Klippert, Barbara D.: Jeon Tae:Wood, Alissa:Fischel,Cullett 'amy.doyle@wellsfargo.com': 'peter.j.mastennanfl)wellsfargo.com': 'frank.milillo@wellsfargo.com': 'sharon.macauley@wellsfargo.com': 'Carla.Shedrick@wellsfargo.com': 'vtucker@huntoncom': 'kbucldey@lnuitoncom': 'spoulter@hunton.cont 'tmeneil@huntoncom': ˆlena.zheng@us.hsbc.com': 'susie.mov2 us.hsbc.com': 'Thomas.musarra fl!us.hsbc.cont 'ecliff.jacknulyflus.hsbc.com': 'gerard.c.lynchil)us.hsbc.com': 'rsarubbi@pryorcashmancom': 'mfruchter@plyorcashmancont 'sconnery@pryorcashman.cont 'eugene.so@wellsfargo.conf: Iurian.j.gloria@wellsfargo.cont 'jasonbeyerleity2/1wellsfargo.cont 'jerome.w.harney@wellsfargo.cont 'Ty_miller@gmacmcont 'Wes.lowland@gmacmcom': 'Susan_brindle@gmacmcom': 'Renea_Krueger@gmacmconf: 'Laurie.ross@gmacmcont 'Tamara.1ipinski@gmacmcont 'Al.Gentile@gmacmcont 'Franny.Landue@gmacmcont 'Debbie.Derr@gmacmcont 'John_hromy@gmacm.cont ‰u.Bentory21)lfslaw.com':'slowe@lfslaw.cont Iutthew.mirkowski@ocwencom': 'wayne.ming@ocwencom': 'mnedzbala@huntoncont 'jrickenbacker@lnultonconf: 'kmay@1nintoncom': 'hiramalejandro@us.pwc.cont 'paula.a.gonzalezil)us.pwc.cont 'rmbstapes@moodys.conf: 'ajit.thomas@moodys.cont: 'rishi.sahvan@moodys.com': 'rcsidentialpools@standardandpoors.conf 'chrisdeasy(2 sandp.cont 'John polizzotto(fl)standardandpoors.cont 'rani_manassely2l)standardandpoors.com': 'james_taylor@standardandpoors.com': 'gsindle(fl)deloitte.com': 'azuckerman(21)deloitte.cont '1fenner@deloitte.cont 'wingchan 21)deloitte.cont 'pdolgos(21)deloitte.cont 'Jobrien6@bloomberg.net': 'Kevincooke@mortgageoutreach.conf: 'ahermaitil)mortgageoutreach.com':'dsteele(21)us.nomura.com': 'Laura.Siess(fl)gmacmcont 'mike.nedzbala@ocwencont 'Natalie.boxwill(21)ocwencom':'Rachel.1niloonaly21)us.pwc.cont 'pcarlo@bear.cont 'dway@bear.cont 'CCOSTON(21)bear.com'; CONFIDENTIAL NOM_ZAMBEZIIV 02223363 FILED: NEW YORK COUNTY CLERK 08/04/2022 07:27 PM INDEX NO. 650337/2013 NYSCEF DOC.)bear.com': 'LChevere NO. 2261 )bear.com'; 'jsilversteity 'LPAQUETTE )bear.com': RECEIVED NYSCEF: 08/04/2022 'FSheith)bear.com':'raclel.mnoone us.pwc.com': 'hiramalejandro([?)us.pwc.com':'I_aura.Siess)gmacmcom': jus.nomum.com' 'bohare Subject:NAAC 2006-S4 - Circular- SIGN OFF REQUESTED Offering Attached foryour review please findchanged pages ofa revisedversion of the OfferingCircularin connection withthe above-referenced transaction marked to show changes from the previouslydistributed version A clean copy is alsoattached foryour reference. We areprinting at 6 o'clock tonight. Accordingly,please direct sign offto 1q attentionby 6 p.m Thank you. Alissa Alissa F. Wood McKee Nelson LLP One Battery Park Plaza New Yorls New York 10004 917.777.4264 direct 917.777.4299 fax awood@mckeenelson.com Any advice containedin thise-mail (includingany attachmentthatdoes not expresslystateotherwise) is 1Nt intendedorwritten to be usedand cannot be used by any taxpayerfor thepurpose of avoiding UnitedStatesFederal tax penalties thatmay be inposed. Ifthisadvice isused to promote, market, orrecommend any transactionor investment,tleadvice was written tosupport the promotion or marketing ofthe transaction or mattersaddressed and each taxpayershould seek advice based on the taxpayer'sparticularcircumstances from an independent tax advisor. ___________________________________________________________ We Irreby confirm thatwe are placing no linitation on any disclosure of tletaxtreatmentor taxstructurethatisthe subject of anywritten advice provided in thise-mail orany attachment. ___________________________________________________________ The information contained in this message may be privileged and confidentialand protectedfrom disclosure. Iftlereader ofthismessage is notthe intended or recipient, an enployee oragent responsible fordelivering thismessage to theintended you recipient, are Irreby 1Ntified thatany dissemination distributionor copying ofthiscommunication is prohibited. strictly If youhave received thiscommunication in crror, please notifyus immediately by replyingto themessage and thendelete tlemessage from your conputer. ___________________________________________________________ Notice required by law: This e-mail may constitutean advertisementor solicitation under U.S. law, ifitsprimary purpose isto advertiseor promote McKee Nel son LLP's products orservices. You may choose not toreceiveadvertisingand promotional messages from McKee Nelson LLP e-mail at this addressby forwarding thismessage to no-more-mail )McKeeNelsoncom If youdo so, thesender ofthismessage will be notifiedpronptly, and messages designated as advertisingor promotion willbe automaticallyblocked once necessary modificationsto our e-mail system have been conpleted. Our principalpostaladdress is 1919 M StreetNW Washington DC 20036. Thank you. McKee Nelson LLP CONFIDENTIAL NOM_ZAMBEZIIV 02223364 FILED: NEW YORK COUNTY CLERK 08/04/2022 07:27 PM INDEX NO. 650337/2013 NYSCEF DOC. NO. 2261 RECEIVED NYSCEF: 08/04/2022 OFFERING CIRCULAR STRICTLY CONFIDENTIAL $245,781,000 (Approximate) Mortgage Pass-Through Certificates, Series 2006-S4 Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series 2006-S4 IssuingEntity Nomura Asset Acceptance Corporation Depositor Nomura Credit & Capital, Inc. Sponsor and Seller Wells Fargo Bank, N.A. Master Servicerand Securities Administrator GMAC Mortgage Corporation and Ocwen Loan Servicing, LLC Servicers Consider the Risk carefully Factors " Nomura Asset Acceptance Corporation, beginningon page [11}in this Altemative Loan Trust,Series 2006-S4, the confidential offeringcircular. issuing will entity, issuesixteen(16)classesof fourteen certificates, (14)ofwhich are referred The certificates willrepresent to hereinas theoffered certificates. Each class interests in the issuing entitycreated of offered certificates (otherthan the ClassX- forSeries 2006-S4only and will not 1 and Class R will receive certificates) representinterests in or obligations of distributionsof principalor monthly interest, Nomura AssetAcceptance both. Corporation,Nomura Credit & Nomura Securities " The certificates representownership interests Capital, Inc., International, Inc.,the master in thetrust,whose assets areprimarily a pool the securities servicer, administrator, offixed-rate,second lienmortgage loans. the servicers, the trustee or any of " Credit enhancement for allof the classesof theirrespective affiliates. offered certificates (otherthan the Class X-1 and Class R will certificates) be provided by the use of excess interest to create overcollateralization, subordination and amounts received under an interestrate cap agreement. " The yieldto investorson each classof offered certificates (otherthan theClass X-1 and Class R Certificates) willbe sensitiveto the rate and timing ofprincipalpayments on the mortgage loans,which may varyover time. Certificates" The initial class principal amounts and interestrates of the certificates are listed under the heading"Offered in the table on page 1. Nomura SecuritiesInternational, Inc.,referredtoin thisconfidentialofferingcircularas theinitial purchaser,willofferthe offered certificates from timeto timeto prospectiveinvestorsin negotiated transactions. The trustwillmake multiple REMIC electionsforfederalincome taxpurposes. Delivery ofthe offered other certificates, than theClass X-1 and Class R,will be made in book-entryform through the facilities of The Depository Trust Company, Clearstream, Luxembomg and the Euroclear System on or afterSeptember 28,2006. The Class B-4 Certificates are expectedto be made eligiblefortradingin the Portal"Market ("PORTAL") of The Nasdaq StockMarket, Inc. CONFIDENTIAL NOM_ZAMBEZIIV 02223365 FILED: NEW YORK COUNTY CLERK 08/04/2022 07:27 PM INDEX NO. 650337/2013 NYSCEF DOC. NO. 2261 RECEIVED NYSCEF: 08/04/2022 OFFERING CIRCULAR STRICTLY CONFIDENTIAL THE CERTIFICATES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND ARE BEING OFFERED AND SOLD IN THE UNITED STATES ONLY TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT. THE CERTIFICATES ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS DESCRIBED UNDER "RISK FACTORS-LACK OF LIQUIDITY'' AND ''NOTICE TO INVESTORS. NŒ/AURA The date ofthisconfidential offering circular is September{--1 2006 CONFIDENTIAL NOM_ZAMBEZIIV 02223366 FILED: NEW YORK COUNTY CLERK 08/04/2022 07:27 PM INDEX NO. 650337/2013 NYSCEF DOC. NO. 2261 RECEIVED NYSCEF: 08/04/2022 TABLEOFCONTENTS SUMMARY OF TERMS 1 RISK FACTORS 11 THE MORTGAGE POOL 8. THE ORIGINATORS 39 THE SELLER AND SPONSOR 41 ISSUING ENTITY 424_<, THE DEPOSITOR 42 THE MASTER SERVICER 434 THE SERVICERS 444 THE CREDIT RISK MANAGER 51 THE POOLING AND SERVICING AGREEMENT 52 DESCRIPTION OF THE CERTIFICATES 68 YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS 92 CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS 111 USE OF PROCEEDS 123 IRS CIRCULAR 230 NOTICE 123 MATERIAL FEDERAL INCOME TAX CONSEQUENCES 123 STATE TAXES 144 ERISA CONSIDERATIONS 144 LEGAL INVESTMENT CONSIDERATIONS 149 NOTICE TO INVESTORS 149 PLAN OF DISTRIBUTION 151 LEGAL MATTERS 1411.5-1 RATINGS 152 AFFILIATIONS, RELATIONSHIPS AND RELATED TRANSACTIONS 153 INDEX OF DEFINED TERMS 154 ANNEX I GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES I-1 ANNEX IIINTEREST RATE CAP AGREEMENT SCHEDULE II-1 vii CONFIDENTIAL NOM_ZAMBEZIIV 02223367 FILED: NEW YORK COUNTY CLERK 08/04/2022 07:27 PM INDEX NO. 650337/2013 NYSCEF DOC. NO. 2261 RECEIVED NYSCEF: 08/04/2022 SUMMARY OF TERMS The following summary isa very broad overview of the certificates offered by this confidential offering circular and does not contain all of the information that you need to consider when making your investment decision. To understand the terms of an offering of the certificates,you should read thisentire document carefully. The Certificates Initial Principal Pass-Through InitialRating Class Balance(1) Rate (S&P/Moody's) Designation Offered Certificates: A-1 $186,244,000 Variable(2) {AAA/Aaal Senior A-IO Notional(3) 10.00%(4) {AAA/Aaal Senior/Interest Only M-1 $11,679,000 Variable(2) {AA+/Aall Subordinate M-2 $12,568,000 Variable(2) {AA/Aa2] Subordinate M-3 $4,824,000 Variable(2) {AA-/Aa3] Subordinate M-4 $4,951,000 Variable(2) {A+/All Subordinate M-5 $4,951,000 Variable(2) {A/A2} Subordinate M-6 $4,189,000 Variable(2) {A-/A3} Subordinate B-1 $3,427,000 Variable(2) {BBB+/Baal} Subordinate B-2 $3,681,000 Variable(2) {BBB/Baa2] Subordinate B-3 $2,793,000 Variable(2) {BBB-/Baa3} Subordinate B-4 8.00% (4) {BB+/Ba-1-}Nat Subordinate $6,474,000 Rated R N/A(5) N/A(5) Not Rated Residual X-1 N/A(6) N/A(6) Not Rated Subordinate Total Offered Certificates (approximate): $245,781,000 Non-Offered Certificates: X-2 N/A(7) N/A(7) Not Rated Charged Off Loans P $100 N/A(8) Not Rated Prepayment Charges Total Non-Offered Certificates: $100 (1) The certificates are subject to a variance of no more than 10% prior to their issuance. The pass-through rate for the Class Class Class Class Class Class M- (2) A-1, M-1, M-2, M-3, M-4, 5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates will be based upon one-month L1BOR plus the applicable certificate margin, subject to a rate cap. After the first possible optional termination date, these certificate margins will increase. For additional information on the calculation of the pass-through rates, see "Description of the Certificates-Distributions of Interest." (3) The Class A-IO Certificates are interest only certificates,will have no principal balance and will accrue interest on the Class A-IO Notional Amount, which for each distribution date on or prior to the distribution date in March 2009 will equal the lesser of (i)the aggregate principal balance of the mortgage loans as of the first day of the related collection period and (ii)the related specified notional balance as set forth herein under "Description of the Certificates-Glossary 1 CONFIDENTIAL NOM_ZAMBEZIIV 02223338 FILED: NEW YORK COUNTY CLERK 08/04/2022 07:27 PM INDEX NO. 650337/2013 NYSCEF DOC. NO. 2261 RECEIVED NYSCEF: 08/04/2022 Class P and Class X-2 Certificates. loans to the trust. The seller acquired the mortgage loans from a variety of sources. " Physical Certificates As of the cut-off date, the mortgage pool Class X-1, Class X-2, Class P and will consist of 4,712 fixed-rate, second lien Class R Certificates. mortgage loans with an aggregate principal balance of approximately $253,912,479.87. " Senior Certipcates The mortgage loans will have the following approximate characteristics (percentages are Class A and Class A-IO Certificates. based on the aggregate principal of balance the mortgage loans as of the close of " Subordinate Certificates business on the cut-off date): Class M, Class B and Class X-1 of 114 358 Range Remaining Terms to to Certificates. Stated Maturity: months " Residual Certificates Weighted Average Remaining Term toStated Maturity: 201 months Class X-2 and Class R Certificates. of Original 120 360 Range Tenns to to StatedMaturity: months " Certificates Book-Entry Weighted Average Original All certificates other than the Term toStated Maturity: 208 months Physical Certificates. Range of OriginalPrincipal $9,600.00 to Balances: $500,000.00 " ERISA-Restricted Certificates Average OriginalPrincipal The Class Class Class Balance: $54,320.28 B-4, X-1, X-2, Class P and Class R Certificates and Range of Outstanding any other Class of Offered Certificates PrincipalBalances as ofthe $5,447.26 to whose rating is below investment Cut-off Date: $499,983.22 grade upon acquisition. Average Outstanding Principal Although not offered this prospectus Balance as ofthe Cut-off Date: $53,886.35 by supplement, the non-offered classes are Range ofMortgage Rates: 5.750% to described herein because the certificate 18.750% principal balance, structure, rights, risks and other characteristics of the non-offered Weighted Average Mortgage Rate: 10.705% certificates affect the certificate principal balance, structure, rights, risks and other Range of OriginalCombined 17.79% to characteristics of the Offered Certificates. Loan-to-Value Ratios: 100.25% Weighted Average Original Mortgage Loans Combined Loan-to-Value Ratio: 95.79% On the closing date, the seller will sell a pool of mortgage loans, referred to herein as Range of Available Credit the mortgage loans, to the depositor and the Scores: 560 to 843 depositor will sell the pool of mortgage Weighted Average Credit Score: 699 5 CONFIDENTIAL NOM_ZAMBEZIIV02223339 FILED: NEW YORK COUNTY CLERK 08/04/2022 07:27 PM INDEX NO. 650337/2013 NYSCEF DOC. NO. 2261 RECEIVED NYSCEF: 08/04/2022 Services, a division of The McGraw-Hill "REMIC") in a tiered structure. Certain Companies, Inc. ("S&P") and Moody's classes of certificates will represent "regular ("Moody's" interests" Investors Service, Inc. and, in a REMIC, along with rights to together with S&P, the "Rating Agencies"). receive basis risk shortfalls. The Class X-2 Certificate will represent the sole class of interests" S&P Moody's "residual in the lower-tier REMIC Class that will hold the mortgage loans. The Class Rating Rating R Certificates will represent the sole class of interests" A-1 [AAA Aaal "residual in each remaining REMIC formed pursuant to the pooling and A-IO [AAA Aaal servicing agreement. M-1 fAA+ Aall We refer you to "Material Federal Income M-2 [AA Aa2} Consequences" Tax herein for additional M-3 {AA- information. Aa3} M-4 [A+ All ERISA Considerations M-5 [A A21 . Subject to the considerations discussed Considerations," M-6 [A- under "ERISA the Offered A31 Certificates (other than the Class B-4, Class B-1 IBBB+ Baall X-1 and Class R Certificates) may be B-2 tBBB transferred to any investor who is acquiring Baa2} such certificates on behalf of an employee B-3 IBBB- Baa31 benefit plan or other retirement arrangement B-4 fBB+ Ba-HNot Rated that is subject to Title I of ERISA and/or Section 4975 of the Code. The Class B-4, Class X-1 Class-X-2-Glass-Pl and Class R The Class X-1 and Class R Certificates will or interests not be Certificates, therein, may not be rated. The depositor has not transferred to such except as any investor, requested that S&P or Moody's assign a Considerations." set forth in "ERISA rating to any class of certificates other than Considerations" the certificates listed above. We refer you to "ERISA herein for additional information. A rating is not a recommendation to buy, sellor hold securities. These ratings may be Legal Investment lowered or withdrawn at any time by any of the agencies. The certificates will not be "mortgage rating securities" related for purposes of the "Ratings" We refer you to herein for Secondary Mortgage Market Enhancement additional information. Act of 1984. Accordingly, many institutions with legal authority to invest in comparably Tax Status rated securities may not be legally authorized to invest in such certificates. An election will be made to treat the assets You should consult your own counsel as to of the trust, exclusive of the Basis Risk whether and to what extent the certificates Reserve Fund and the Interest Rate Cap constitute legal investments foryou. Account, as comprising multiple "real estate conduits" mortgage investment (each, a 10 CONFIDENTIAL NOM_ZAMBEZIIV 02223370 FILED: NEW YORK COUNTY CLERK 08/04/2022 07:27 PM INDEX NO. 650337/2013 NYSCEF DOC. NO. 2261 RECEIVED NYSCEF: 08/04/2022 regarding compliance with certain servicing criteria, as described in the pooling and servicing agreement. On or before March 15 of each year beginning March 15, 2007, each servicer and the master servicer (with respect to the master servicer, only ifthe master servicer services loans during such period) shall cause a nationally or regionally recognized firm of independent registered public accountants (who may also render other services to the servicers, to the depositor, the seller, the trustee, the master servicer, the securities administrator and the rating agencies) to furnish a statement that atteststo and reports on the assessment of compliance provided by such servicer or master servicer, as applicable, pursuant to clause (ii)above. DESCRIPTION OF THE CERTIFICATES General The certificates will be issued under the pooling and servicing agreement. Described below in thissection are summaries of the specific terms and provisions under which the certificates will be issued. The following summaries do not purport to be complete and additional information is provided in the provisions of the pooling and servicing agreement. The Nomura Asset Acceptance Corporation, Altemative Loan Trust, Series 2006-S4 will consist of the Class A-1 and Class A-IO Certificates, which are collectively referred to as the senior certificates, the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3, Class B-4 and Class X-1 Certificates, which are collectively referred to as the subordinate certificates,which, together with the senior certificates, and the Class X-2, Class R and "Certificates." A- Class P Certificates, are collectively referred to as the Only the Class A-1, Class IO, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3, Class B-4, Class R and Class X-1 Certificates (collectively, the "Offered Certificates") are offered by this confidential offering circular. Each class of certificates will have the respective initial Class Principal Balance or Class A-IO Notional subject to the permitted and pass- Amount, variance, through rates set forth or described on page H1of thisconfidential offering circular. The Class A-IO Certificates will not have a Class Principal Balance and will bear interest on the Class A-IO Notional Amount. The Class X-1, Class X-2 and Class R Certificates will not have Class Principal Balances and will not bear interest. The Class P Certificates will be entitled to all prepayment charges received by the trustin respect of the mortgage loans as described in the pooling and servicing agreement and will not bear interest. No amounts in respect of prepayment charges on any of the mortgage loans will be available for distribution to the holders of the certificates other than the Class P Certificates. The Offered Certificates (other than the Class X-1 and Class R Certificates) will be issued in minimum denominations (by Class Principal Balance or Class A-IO Notional Amount, as applicable) of $25,000 and integral multiples of $1 in excess thereof. The Class X-l, Class X-2, Class P and Class R Certificates will be issued in minimum percentage interests of 10% and integral multiples of 1% in excess thereof. Distributions on the Certificates will be made by the securities administrator on the25th day of each month or, if such 25th day is not a business day, on the next succeeding business day, commencing in October 2006, to the persons in whose names those certificates are registered as of 70 CONFIDENTIAL