BNP PARIBAS MORTGAGE SECURITIES LLC,

DEPOSITOR

WELLS FARGO BANK, N.A.,

MASTER SERVICER AND SECURITIES ADMINISTRATOR

AND

U.S. BANK NATIONAL ASSOCIATION,

TRUSTEE

POOLING AND SERVICING AGREEMENT

DATED AS OF OCTOBER 1, 2006

________________________

TBW MORTGAGE-BACKED TRUST SERIES 2006-5,

MORTGAGE-BACKED PASS-THROUGH CERTIFICATES, SERIES 2006-5

TABLE OF CONTENTS

ARTICLE I DEFINITIONS

Section 1.01

Defined Terms.

Accepted Master Servicing Practices

Accrual Period

Additional Disclosure Notice

Additional Form 10-D Disclosure

Additional Form 10-K Disclosure

Adjusted Net Mortgage Rate

Advance

Affiliate

Aggregate Stated Principal Balance

Agreement

Assessment of Compliance

Allocated Realized Loss Amount

Assessment of Compliance

Assignment

Assignment, Assumption and Recognition Agreement

Assumed Final Maturity Date

Bankruptcy Code

Basis Risk Shortfall

Basis Risk Shortfall Carry-Forward Amount

Book-Entry Certificate

Business Day

Cap Contracts

Cap Contract Provider

Cash Liquidation

Certificate

Certificateholder” or “Holder

Margin

Certificate Owner

Certificate Principal Balance

Certificate Register

Class

Class A Certificates

Class A Principal Distribution Amount

Class A-1 Cap Contract

Class A-1 Certificates

Confirmation

Class A Certificates

Class A-1 Certificates

Class A-2-A Cap Contract

Confirmation

Class A-1 Certificates

Class A Certificates

Class A-5 Sequential Trigger Event

Class A-1 Certificates

Class A-6 Available Principal Amount

Class A-6 Calculation Percentage

Class A-1 Certificates

Class A-6 Lockout Distribution Amount

Class A-6 Lockout Percentage

Class C Certificates

Class C Distribution Amount

Class M Certificates

Class M-1 Certificates

Class M-2 Certificates

Class M-3 Certificates

Class M-4 Certificates

Class M-5 Certificates

Class M-6 Certificates

Class M-7 Certificates

Class P Certificates

Class P Principal Distribution Date

Class R Certificate

Class R-1 Interest

Class R-2 Interest

Closing Date

Code

Collateral Value

Commission

Compensating Interest

Corporate Trust Office

Corresponding Certificate

Cumulative Loss Trigger Event

Current Interest

Current Report

Curtailment

Custodial Agreement

Custodian

Cut-off Date

Cut-off Date Balance

Debt Service Reduction

Deficient Valuation

Definitive Certificate

Deleted Mortgage Loan

Delinquency Trigger Test

Delinquent

Depositor

Depositor Information

Depository

Depository Participant

Determination Date

Disqualified Organization

Distribution Account

Distribution Date

Distribution Report

Due Date

Due Period

EDGAR

Eligible Account

Eligible Substitute Mortgage Loan

ERISA Restricted Certificates

Event of Default

Excess Overcollateralization Amount

Exchange Act

Exchange Act Reports

Expense Fee Rate

Extra Principal Distribution Amount

Fannie Mae

FDIC

Fitch Ratings

Form 8-K Disclosure Information

Form 10-K Filing Deadline

Freddie Mac

Initial Certificate Principal Balance

Initial Notional Amount

Insurance Policy

Insurance Proceeds

Interest Carry Forward Amount

Interest Remittance Amount

Issuing Entity

Late Collections

LIBOR Business Day

LIBOR Certificates

LIBOR Determination Date

Liquidated Mortgage Loan

Liquidation Proceeds

Loan-to-Value Ratio

Lost Note Affidavit

Marker Rate

Master Servicer

Master Servicing Compensation

Master Servicer Information

Maximum Rate

Maximum Uncertificated Accrued Interest Deferral Amount

MERS

MERS® System

MIN

MOM Loan

Monthly Payment

Moody’s

Mortgage

Mortgage File

Mortgage Loan

Mortgage Loan Purchase Agreement

Mortgage Loan Schedule

Mortgage Note

Mortgage Rate

Mortgaged Property

Mortgagor

Net Liquidation Proceeds

Net Monthly Excess Cashflow

Net Prepayment Interest Shortfall

Net Rate Cap

Net WAC Shortfall

Net WAC Shortfall Carry-Forward Amount

Nonrecoverable Advance

Non-United States Person

Notional Balance

OC Floor

Offered Certificates

Officers’ Certificate

One-Month LIBOR

Opinion of Counsel

Optional Termination Date

OTS

Outstanding Mortgage Loan

Outstanding Principal Balance

Overcollateralization Deficiency Amount

Overcollateralization Reduction Amount

Overcollateralization Target Amount

Overcollateralized Amount

Ownership Interest

Pass-Through Rate

PCAOB

Permitted Investment

Permitted Transferee

Person

Prepayment Assumption

Prepayment Charge

Prepayment Interest Shortfall

Prepayment Period

Primary Hazard Insurance Policy

Primary Mortgage Insurance Policy

Principal Distribution Amount

Principal Prepayment

Principal Prepayment in Full

Principal Remittance Amount

Prospectus Supplement

Protected Account

Purchase Price

Qualified Insurer

Rating Agency

Realized Loss

Record Date

Reference Banks

Regular Certificate

Regular Interest

Regulation AB

Relevant Servicing Criteria

Relief Act

Relief Act Interest Shortfall

REMIC

REMIC 1

REMIC 2 Interest Loss Allocation Amount

REMIC 2 Overcollateralized Amount

REMIC 2 Overcollateralization Target Amount

REMIC 2 Principal Loss Allocation Amount

REMIC 2 Regular Interest

REMIC 3

REMIC Provisions

Remittance Report

REO Acquisition

REO Disposition

REO Imputed Interest

REO Proceeds

REO Property

Reportable Event

Reporting Servicer

Repurchase Proceeds

Request for Release

Reserve Fund

Reserve Fund Deposit

Residual Certificates

Residual Interest

Responsible Officer

Rolling Sixty Day Delinquency Rate

Sarbanes Oxley Certification

Securities Administrator

Securities Administrator Information

Seller

Senior Certificates

Senior Enhancement Percentage

Servicer

Servicer Remittance Date

Servicing Advances

Servicing Agreement

Servicing Criteria

Servicing Fee

Servicing Fee Rate

Servicing Function Participant

Servicing Officer

Significance Estimate

Significance Percentage

Sixty-Day Delinquency Rate

Standard & Poor’s

Startup Day

Stated Principal Balance

Stepdown Date

Stepdown Target Subordination Percentage

Step-Up Date

Subordinate Certificates

Subordinate Class Principal Distribution Amount

Subsequent Recoveries

Subservicer

Substitution Adjustment

Tax Returns

Terminating Purchase

Termination Price

Transfer

Transferor

Trigger Event

Trust Fund

Trust REMIC

Trustee

Uncertificated Accrued Interest

Uncertificated Principal Balance

Uncertificated REMIC 1 Pass-Through Rate

Underwriter

Uninsured Cause

United States Person

Unpaid Realized Loss Amount

Voting Rights

Section 1.02

Determination of LIBOR.

Section 1.03

[reserved].

Section 1.04

Allocation of Certain Interest Shortfalls.

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01

Conveyance of Mortgage Loans.

Section 2.02

Acceptance of the Trust Fund by the Trustee.

Section 2.03

Representations, Warranties and Covenants of the Master Servicer and the Depositor.

Section 2.04

Assignment of Interest in the Mortgage Loan Purchase Agreement.

Section 2.05

Issuance of Certificates; Conveyance of Regular Interests and Acceptance of REMIC 1 and REMIC 2 by the Trustee.

Section 2.06

Negative Covenants of the Trustee and Master Servicer.

Section 2.07

Purposes and Powers of the Issuing Entity.

ARTICLE III ADMINISTRATION AND SERVICING OF THE TRUST FUND

Section 3.01

Administration and Servicing of Mortgage Loans.

Section 3.02

REMIC-Related Covenants.

Section 3.03

Monitoring of Servicer.

Section 3.04

Fidelity Bond.

Section 3.05

Power to Act; Procedures.

Section 3.06

Due-on-Sale Clauses; Assumption Agreements.

Section 3.07

Release of Mortgage Files.

Section 3.08

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

Section 3.09

Standard Hazard Insurance and Flood Insurance Policies.

Section 3.10

Presentment of Claims and Collection of Proceeds.

Section 3.11

Maintenance of the Primary Mortgage Insurance Policies.

Section 3.12

Trustee to Retain Possession of Certain Insurance Policies and Documents.

Section 3.13

Realization Upon Defaulted Mortgage Loans.

Section 3.14

Compensation for the Master Servicer.

Section 3.15

REO Property.

Section 3.16

Protected Accounts.

Section 3.17

[Reserved].

Section 3.18

[Reserved].

Section 3.19

Distribution Account.

Section 3.20

Permitted Withdrawals and Transfers from the Distribution Account.

Section 3.21

Annual Statement as to Compliance.

Section 3.22

Annual Assessments of Compliance and Attestation Reports.

Section 3.23

Exchange Act Reporting.

Section 3.24

Intention of the Parties and Interpretation.

Section 3.25

Reserved.

Section 3.26

Optional Purchase of Defaulted Mortgage Loans.

Section 3.27

[Reserved]

Section 3.28

[Reserved]

ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01

Distributions.

Section 4.02

Statements to Certificateholders.

Section 4.03

Remittance Reports; Advances by the Master Servicer.

Section 4.04

Distributions on the REMIC Regular Interests.

Section 4.05

Allocation of Realized Losses.

Section 4.06

Information Reports to Be Filed by the Servicer.

Section 4.07

Compliance with Withholding Requirements.

Section 4.08

[Reserved].

Section 4.09

[Reserved].

Section 4.10

Cap Contracts.

Section 4.11

Reserve Fund

ARTICLE V THE CERTIFICATES

Section 5.01

The Certificates.

Section 5.02

Registration of Transfer and Exchange of Certificates.

Section 5.03

Mutilated, Destroyed, Lost or Stolen Certificates.

Section 5.04

Persons Deemed Owners.

ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER

Section 6.01

Liability of the Depositor and the Master Servicer.

Section 6.02

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

Section 6.03

Limitation on Liability of the Depositor, the Master Servicer, the Securities Administrator and Others.

Section 6.04

Limitation on Resignation of the Master Servicer.

Section 6.05

Sale and Assignment of Master Servicing.

ARTICLE VII DEFAULT

Section 7.01

Events of Default.

Section 7.02

Trustee to Act; Appointment of Successor.

Section 7.03

Notification to Certificateholders.

Section 7.04

Waiver of Events of Default.

Section 7.05

List of Certificateholders.

ARTICLE VIII CONCERNING THE TRUSTEE AND SECURITIES ADMINISTRATOR

Section 8.01

Duties of Trustee and the Securities Administrator.

Section 8.02

Certain Matters Affecting the Trustee and the Securities Administrator.

Section 8.03

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

Section 8.04

Trustee and Securities Administrator May Own Certificates.

Section 8.05

Trustee’s and Securities Administrator’s Fees.

Section 8.06

Eligibility Requirements for Trustee and the Securities Administrator.

Section 8.07

Resignation and Removal of the Trustee and the Securities Administrator.

Section 8.08

Successor Trustee and Successor Securities Administrator.

Section 8.09

Merger or Consolidation of Trustee or Securities Administrator.

Section 8.10

Appointment of Co-Trustee or Separate Trustee.

ARTICLE IX TERMINATION

Section 9.01

Termination Upon Repurchase or Liquidation of All Mortgage Loans or upon Purchase of Certificates.

Section 9.02

Termination of the Trust REMICs.

Section 9.03

Additional Termination Requirements.

ARTICLE X REMIC PROVISIONS

Section 10.01

REMIC Administration.

Section 10.02

Prohibited Transactions and Activities.

Section 10.03

Master Servicer, Securities Administrator and Seller Indemnification.

ARTICLE XI MISCELLANEOUS PROVISIONS

Section 11.01

Amendment.

Section 11.02

Recordation of Agreement; Counterparts.

Section 11.03

Limitation on Rights of Certificateholders.

Section 11.04

Governing Law.

Section 11.05

Notices.

Section 11.06

Severability of Provisions.

Section 11.07

Successors and Assigns.

Section 11.08

Article and Section Headings.

Section 11.09

Notice to Rating Agencies.

Signatures

Acknowledgments

Exhibit A

Form of Class A Certificates

Exhibit B-1

Form of Class M Certificates

Exhibit B-2

Form of Class R Certificate

Exhibit B-3

Form of Class C Certificate

Exhibit B-4

Form of Class P Certificate

Exhibit C

Form of Custodian Initial Certification

Exhibit D

Form of Custodian Final Certification

Exhibit E

Form of Remittance Report

Exhibit F

Form of Request for Release

Exhibit G-1

Form of Investor Representation Letter

Exhibit G-2

Form of Transferor Representation Letter

Exhibit G-3

Form of Rule 144A Investment Representation

Exhibit G-4

Form of Transferor Certificate for Transfers of Residual Certificates

Exhibit G-5

Form of Transfer Affidavit and Agreement for Transfers of Residual Certificates

Exhibit H

Mortgage Loan Schedule

Exhibit I

Form of Lost Note Affidavit

Exhibit J

[Reserved]

Exhibit K

[Reserved]

Exhibit L

Servicing Criteria To Be Addressed In Assessment of Compliance

Exhibit M

Form of Servicing Agreement

Exhibit N

Form of Mortgage Loan Purchase Agreement

Exhibit O

Form 10-D, Form 8-K And Form 10-K Reporting Responsibility

Exhibit P-1

Form of Class A-1 Cap Contract

Exhibit P-2

Form of Class A-2-A Cap Contract

Exhibit Q

[Reserved]

Exhibit R

Form of Trustee’s Limited Power of Attorney

Exhibit S

Form of Additional Disclosure Notification

Exhibit T

Form of Custodial Agreement

Exhibit U

Form of Assignment, Assumption and Recognition Agreement

This Pooling and Servicing Agreement, dated and effective as of October 1, 2006, is entered into among BNP Paribas Mortgage Securities LLC, as depositor (the “Depositor”), Wells Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”), and U.S. Bank National Association, as trustee (the “Trustee”).

PRELIMINARY STATEMENT:

The Depositor intends to sell pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund created hereunder. The Certificates will consist of eighteen Classes of Certificates, designated as Class A-1, Class A-2-A, Class A-2-B, Class A-3, Class A-4, Class A-5-A, Class A-5-B, Class A-6, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class R, Class P and Class C Certificates.

REMIC 1

As provided herein, the Securities Administrator on behalf of the Trustee will elect to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (other than the Reserve Fund and the Cap Contracts) subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC 1.” The Class R-1 Interest will be the sole class of Residual Interests in REMIC 1 for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the Uncertificated REMIC 1 Pass-Through Rate, the initial Uncertificated Principal Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC 1 Regular Interests (as defined herein). None of the REMIC 1 Regular Interests will be certificated.

Designation	Uncertificated REMIC 1 Pass-Through Rate	Initial Uncertificated Principal Balance	Latest Possible Maturity Date⁽¹⁾
AA	Variable⁽²⁾	$ 586,813,559.55	November 2036
A-1	Variable⁽²⁾	$ 2,290,000.00	November 2036
A-2-A	Variable⁽²⁾	$ 400,000.00	November 2036
A-2-B	Variable⁽²⁾	$ 280,000.00	November 2036
A-3	Variable⁽²⁾	$ 1,110,000.00	November 2036
A-4	Variable⁽²⁾	$ 300,000.00	November 2036
A-5-A	Variable⁽²⁾	$ 570,000.00	November 2036
A-5-B	Variable⁽²⁾	$ 139,580.00	November 2036
A-6	Variable⁽²⁾	$ 560,000.00	November 2036
M-1	Variable⁽²⁾	$ 158,680.00	November 2036
M-2	Variable⁽²⁾	$ 47,900.00	November 2036
M-3	Variable⁽²⁾	$ 41,920.00	November 2036
M-4	Variable⁽²⁾	$ 20,960.00	November 2036
M-5	Variable⁽²⁾	$ 20,960.00	November 2036
M-6	Variable⁽²⁾	$ 20,960.00	November 2036
M-7	Variable⁽²⁾	$ 26,930.00	November 2036
ZZ	Variable⁽²⁾	$ 5,987,896.93	November 2036
P	Variable⁽²⁾	$ 100.00	November 2036

___________________

⁽¹⁾	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC 1 Regular Interest.

⁽²⁾	Calculated in accordance with the definition of “Uncertificated REMIC 1 Pass-Through Rate” in this Agreement.

REMIC 2

As provided in this Agreement, the Securities Adminsitrator on behalf of the Trustee will make an election to treat the segregated pool of assets consisting of the REMIC 1 Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC 2”. The Class R-2 Interest will represent the sole class of Residual Interests in REMIC 2 for purposes of the REMIC Provisions.

The following table irrevocably sets forth the Class designation, the Pass-Through Rate, the Initial Certificate Principal Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each Class of Certificates that represents ownership of one or more of the Regular Interests in REMIC 2 created hereunder.

Each Certificate, other than the Class C, Class P and Class R Certificates, represents ownership of a Regular Interest in REMIC 2 and also represents the right to receive certain amounts specified herein in respect of Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts (each, as defined herein). The Class C Certificates represent ownership of a Regular Interest in REMIC 2 and also represents the obligation to pay certain amounts specified herein in respect of Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts.

Class Designation	Initial Certificate Principal Balance	Pass-Through Rate	Latest Possible Maturity Date⁽¹⁾
Class A-1	$ 229,000,000.00	⁽²⁾	November 2036
Class A-2-A	$ 40,000,000.00	⁽²⁾	November 2036
Class A-2-B	$ 28,000,000.00	⁽²⁾	November 2036
Class A-3	$ 111,000,000.00	⁽²⁾	November 2036
Class A-4	$ 30,000,000.00	⁽²⁾	November 2036
Class A-5-A	$ 57,000,000.00	⁽²⁾	November 2036
Class A-5-B	$ 13,958,000.00	⁽²⁾	November 2036
Class A-6	$ 56,000,000.00	⁽²⁾	November 2036
Class M-1	$ 15,868,000.00	⁽²⁾	November 2036
Class M-2	$ 4,790,000.00	⁽²⁾	November 2036
Class M-3	$ 4,192,000.00	⁽²⁾	November 2036
Class M-4	$ 2,096,000.00	⁽²⁾	November 2036
Class M-5	$ 2,096,000.00	⁽²⁾	November 2036
Class M-6	$ 2,096,000.00	⁽²⁾	November 2036
Class M-7	$ 2,693,000.00	⁽²⁾	November 2036
Class C	$ 346.48	⁽²⁾⁽³⁾	November 2036
Class P	$ 100.00	0.00%	November 2036

___________________

⁽¹⁾	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each Class of Certificates.

⁽²⁾	Calculated in accordance with the definition of “Pass-Through Rate” herein.

⁽³⁾

The Class C Certificates will not accrue interest on its Certificate Principal Balance, but will accrue interest at its variable Pass-Through Rate on its Notional Balance outstanding from time to time, which shall equal the aggregate Uncertificated Principal Balance of the REMIC 1 Regular Interests (other than REMIC 1 Regular Interest P).

ARTICLE I

DEFINITIONS

Section 1.01 Defined Terms.

Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Unless otherwise specified, all calculations in respect of interest on each Class of LIBOR Certificates shall be made on the basis of a 360-day year consisting of the actual number of days in the related Accrual Period. All calculations of interest with regard to each of the Fixed Rate Certificates and Class C Certificates shall be on the basis of a 360-day year consisting of twelve 30-days months.

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

“Accrual Period”: With respect to any Distribution Date and each Class of the LIBOR Certificates, the period commencing on the prior Distribution Date (or in the case of the first Distribution Date, the Closing Date) and ending on the day immediately preceding that Distribution Date. With respect to each Class of the Fixed Rate Certificates and Class C Certificates, the prior calendar month.

“Additional Disclosure Notification”: As defined in Section 3.23 hereof.

“Additional Form 10-D Disclosure”: As defined in Section 3.23 hereof.

“Additional Form 10-K Disclosure”: As defined in Section 4.23 hereof.

“Adjusted Net Mortgage Rate”: As to each Mortgage Loan, the Mortgage Rate less the related Expense Fee Rate.

“Advance”: As to any Mortgage Loan, any advance made by the Servicer or the Master Servicer on any Distribution Date pursuant to Section 4.03.

“Affiliate”: With respect to any Person, any other Person controlling, controlled by or under common control with such Person. For purposes of this definition, “control” means the power to direct the management and policies of a Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise and “controlling” and “controlled” shall have meanings correlative to the foregoing.

“Aggregate Stated Principal Balance”: As of any date of determination, the Aggregate Stated Principal Balance of the Mortgage Loans.

“Agreement”: This Pooling and Servicing Agreement and all amendments hereof.

“Annual Statement of Compliance”: As defined in Section 3.21 hereof.

“Applied Realized Loss Amount”: With respect to any Distribution Date, the amount, if any, by which, the aggregate Certificate Principal Balance of the Offered Certificate and the Class P Certificates (after all distributions of principal on such Distribution Date) exceeds the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date; provided, however, that an Applied Realized Loss Amount will not exist with respect to the Class A-5 Certificates unless the aggregate Certificate Principal Balance of the Class M Certificates have been reduced to zero.

“Assessment of Compliance”: As defined in Section 3.22 hereof.

“Assignment”: An assignment of Mortgage, notice of transfer or equivalent instrument, in recordable form, which is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect a record the sale of the Mortgage.

“Assignment, Assumption and Recognition Agreement”: The assignment, assumption and recognition agreement, dated as of October 26, 2006, among TBW, the Depositor, the Trustee and the Master Servicer, attached hereto as Exhibit U.

“Assumed Final Maturity Date”: The Distribution Date in November 2036.

“Bankruptcy Code”: The Bankruptcy Code of 1978, as amended.

“Basis Risk Shortfall”: With respect to the Class A-1 Certificates and for any Distribution Date, if on such Distribution Date the Pass-Through Rate for the Class A-1 Certificates is based on the Net Rate Cap, the excess, if any, of (a) the Current Interest that would have been payable had the Pass-Through Rate for the Class A-1 Certificates been calculated at the One-Month LIBOR plus the related Certificate Margin over (b) the Current Interest for the Class A-1 Certificates calculated at the Net Rate Cap. With respect to the Class A-2-A Certificates and for any Distribution Date, if on such Distribution Date the Pass-Through Rate for the Class A-2-A Certificates is based on the Net Rate Cap, the excess, if any, of (a) the Current Interest that would have been payable had the Pass-Through Rate for the Class A-2-A Certificates been calculated at the lesser of (i) One-Month LIBOR plus the related Certificate Margin and (ii) the Maximum Rate over (b) the Current Interest for the Class A-2-A Certificates calculated at the Net Rate Cap.

“Basis Risk Shortfall Carry-Forward Amount”: With respect to any LIBOR Certificate and for any Distribution Date, an amount equal to the aggregate amount of Basis Risk Shortfall for such Certificate for such Distribution Date and any Basis Risk Shortfalls remaining unpaid from prior Distribution Dates, together with interest thereon at the related Pass-Through Rate for the current Distribution Date.

“Book-Entry Certificate”: Any Certificate registered in the name of the Depository or its nominee.

“Business Day”: Any day other than (i) a Saturday or a Sunday, or (ii) a day on which the New York Stock Exchange or Federal Reserve is closed or on which banking institutions in the jurisdiction in which the Master Servicer, the Servicer, any Subservicer or the Corporate Trust Office of the Securities Administrator or the Trustee, respectively, is located are authorized or obligated by law or executive order to be closed.

“Cap Contracts”: The Class A-1 Cap Contract and Class A-2-A Cap Contract, as applicable.

“Cap Contract Provider”: BNP Paribas, together with its consolidated subsidiaries.

“Cash Liquidation”: As to any defaulted Mortgage Loan other than a Mortgage Loan as to which an REO Acquisition occurred, a determination by the Servicer that it has received all Insurance Proceeds, Liquidation Proceeds and other payments or cash recoveries which the Servicer reasonably and in good faith expects to be finally recoverable with respect to such Mortgage Loan.

“Certificate”: Any Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class R, Class P or Class C Certificate.

“Certificateholder” or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register, except that only a Permitted Transferee shall be a holder of a Residual Certificate for any purposes hereof and, solely for the purposes of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor or the Master Servicer or any affiliate thereof shall be deemed not to be outstanding and the Voting Rights to which such Certificate is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent has been obtained, except as otherwise provided in Section 11.01. The Trustee and the Securities Administrator shall be entitled to rely upon a certification of the Depositor or the Master Servicer in determining if any Certificates are registered in the name of the respective affiliate. All references herein to “Holders” or “Certificateholders” shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and participating members thereof, except as otherwise specified herein; provided, however, that the Trustee and the Securities Administrator shall be required to recognize as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered in the Certificate Register.

“Certificate Margin”: With respect to any Accrual Period and Class of LIBOR Certificates, the per annum rate indicated in the following table:

Class	Margin (1)	Margin (2)
A-1	0.110%	0.220%
A-2-A	0.150%	0.300%

(1)

For any Accrual Period relating to any Distribution Date occurring prior to the Step-Up Date.

(2)

For any Accrual Period relating to any Distribution Date occurring on or after the Step-Up Date.

“Certificate Owner”: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Certificate, as reflected on the books of an indirect participating brokerage firm for which a Depository Participant acts as agent, if any, and otherwise on the books of a Depository Participant, if any, and otherwise on the books of the Depository.

“Certificate Principal Balance”: With respect to any Offered Certificate and the Class P Certificates as of any date of determination, an amount equal to the Initial Certificate Principal Balance of that Certificate, reduced by the aggregate of (a) all amounts allocable to principal previously distributed with respect to that Certificate and (b) in the case of a Class of Subordinate Certificates or Class A-5 Certificates, the Applied Realized Loss Amounts allocated to the Class, provided, however, that if Applied Realized Loss Amounts have been allocated to the Certificate Principal Balance of any Class of Subordinate Certificates or a Class A-5 Certificate, the Certificate Principal Balance thereof will be increased on each Distribution Date after the allocation of Applied Realized Loss Amounts, sequentially by Class in the order of distribution priority, by the amount of Subsequent Recoveries collected during the related Due Period (if any) (but not by more than the amount of the Unpaid Realized Loss Amount for the Class). With respect to the Class C Certificates and any date of determination, the excess, if any, of the aggregate Uncertificated Principal Balance of the REMIC 1 Regular Interests over the aggregate Certificate Principal Balance of the Class A, Class M and Class P Certificates. The Class R Certificates will not have a Certificate Principal Balance.

“Certificate Register”: The register maintained pursuant to Section 5.02.

“Class”: Collectively, all of the Certificates bearing the same designation.

“Class A Certificates”: The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-6 Certificates.

“Class A Principal Distribution Amount”: For any Distribution Date, the excess of: (1) the aggregate Certificate Principal Balance of the Class A Certificates immediately prior to the Distribution Date, over (2) the lesser of (i) 86.20% of the aggregate Stated Principal Balance of the Mortgage Loans for the Distribution Date and (ii) the aggregate Stated Principal Balance of the Mortgage Loans for the Distribution Date minus the OC Floor.

“Class A-1 Cap Contract”: The cap contract transaction evidenced by the Class A-1 Confirmation, a form of which is attached hereto as Exhibit P-1.

“Class A-1 Certificates”: Any one of the Class A-1 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-1, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, representing the right to distributions as set forth herein and therein and evidencing (i) a Regular Interest in REMIC 2 and (ii) the right to receive Basis Risk Shortfall Carry-Forward Amounts.

“Class A-1 Confirmation”: The confirmation (Reference #2200980) with a trade date of October 26, 2006, evidencing a transaction between the Securities Administrator and the Cap Contract Provider.

“Class A-2 Certificates”: The Class A-2-A Certificates and Class A-2-B Certificates.

“Class A-2-A Certificates”: Any one of the Class A-1 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-1, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, representing the right to distributions as set forth herein and therein and evidencing (i) a Regular Interest in REMIC 2 and (ii) the right to receive Basis Risk Shortfall Carry-Forward Amounts.

“Class A-2-A Cap Contract”: The cap contract transaction evidenced by the Class A-2-A Confirmation, a form of which is attached hereto as Exhibit P-2.

“Class A-2-A Confirmation”: The confirmation (Reference #2200927) with a trade date of October 26, 2006, evidencing a transaction between the Securities Administrator and the Cap Contract Provider.

“Class A-2-B Certificates”: Any one of the Class A-1 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-1, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, representing the right to distributions as set forth herein and therein and evidencing (i) a Regular Interest in REMIC 2 and (ii) the right to receive Net WAC Shortfall Carry-Forward Amounts.

“Class A-3 Certificates”: Any one of the Class A-1 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-1, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, representing the right to distributions as set forth herein and therein and evidencing (i) a Regular Interest in REMIC 2 and (ii) the right to receive Net WAC Shortfall Carry-Forward Amounts.

“Class A-4 Certificates”: Any one of the Class A-1 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-1, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, representing the right to distributions as set forth herein and therein and evidencing (i) a Regular Interest in REMIC 2 and (ii) the right to receive Net WAC Shortfall Carry-Forward Amounts.

“Class A-5 Certificates”: The Class A-5-A Certificates and Class A-5-B Certificates.

“Class A-5 Sequential Trigger Event”: A Class A-5 Sequential Trigger Event is in effect on any Distribution Date if the aggregate Certificate Principal Balance of the Subordinate Certificates has been reduced to zero.

“Class A-5-A Certificates”: Any one of the Class A-1 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-1, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, representing the right to distributions as set forth herein and therein and evidencing (i) a Regular Interest in REMIC 2 and (ii) the right to receive Net WAC Shortfall Carry-Forward Amounts.

“Class A-5-B Certificates”: Any one of the Class A-1 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-1, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, representing the right to distributions as set forth herein and therein and evidencing (i) a Regular Interest in REMIC 2 and (ii) the right to receive Net WAC Shortfall Carry-Forward Amounts.

“Class A-6 Available Principal Amount”: As to any Distribution Date, an amount equal to the product of (1) (i) if such Distribution Date is prior to the Stepdown Date or occurs when a Trigger Event is in effect, the Principal Distribution Amount for that Distribution Date and (ii) if such Distribution Date is on or after the Stepdown Date and a Trigger Event is not in effect, the Class A Principal Distribution Amount for that Distribution Date, and (2) the Class A-6 Calculation Percentage.

“Class A-6 Calculation Percentage”: As to any Distribution Date, a fraction expressed as a percentage, the numerator of which is the Certificate Principal Balance of the Class A-6 Certificates and the denominator of which is the aggregate Certificate Principal Balance of the Senior Certificates, in each case prior to giving effect to distributions of principal on that Distribution Date.

“Class A-6 Certificates”: Any one of the Class A-1 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit A-1, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, representing the right to distributions as set forth herein and therein and evidencing (i) a Regular Interest in REMIC 2 and (ii) the right to receive Net WAC Shortfall Carry-Forward Amounts.

“Class A-6 Lockout Distribution Amount”: As to any Distribution Date, an amount equal to the product of (1) the applicable Class A-6 Lockout Percentage for that Distribution Date and (2) the Class A-6 Available Principal Amount for such Distribution Date, but in no event will the Class A-6 Lockout Distribution Amount exceed (a) the Certificate Principal Balance of the Class A-6 Certificates or (b) the Class A-6 Available Principal Amount for such Distribution Date.

“Class A-6 Lockout Percentage”: As to any Distribution Date, the applicable percentage set forth below for that Distribution Date:

Range of Distribution Dates		Class A-6 Lockout Percentage
November 2006 - October 2009		0%
November 2009 - October 2011		45%
November 2011 - October 2012		80%
November 2012 - October 2013		100%
November 2013 and thereafter		300%

“Class C Certificates”: Any one of the Class C Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit B-3, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator representing the right to distributions as set forth herein and therein and evidencing (i) a Regular Interest in REMIC 2 and (ii) the obligation to pay Basis Risk Shortfall Carry-Forward Amounts and Net WAC Shortfall Carry-Forward Amounts.

“Class C Distribution Amount”: With respect to any Distribution Date, the sum of (i) the Current Interest for the Class C Certificates for such Distribution Date, (ii) any Overcollateralization Reduction Amount for such Distribution Date and (iii) without duplication, any Subsequent Recoveries not distributed to the Class A-5 Certificates or Subordinate Certificates on such Distribution Date; provided, however that on any Distribution Date after the Distribution Date on which the Certificate Principal Balances of the Offered Certificates and the Class P Certificates have been reduced to zero, the Class C Distribution Amount shall include the Overcollateralized Amount.

“Class M Certificates”: The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates.

“Class M-1 Certificates”: Any one of the Class M-1 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit B-1, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator representing the right to distributions as set forth herein and therein and evidencing (i) a Regular Interest in REMIC 2 and (ii) the right to receive Net WAC Shortfall Carry-Forward Amounts.

“Class M-2 Certificates”: Any one of the Class M-2 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit B-1, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, representing the right to distributions as set forth herein and therein and evidencing (i) a Regular Interest in REMIC 2 and (ii) the right to receive Net WAC Shortfall Carry-Forward Amounts.

“Class M-3 Certificates”: Any one of the Class M-3 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit B-1, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, representing the right to distributions as set forth herein and therein and evidencing (i) a Regular Interest in REMIC 2 and (ii) the right to receive Net WAC Shortfall Carry-Forward Amounts.

“Class M-4 Certificates”: Any one of the Class M-4 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit B-1, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, representing the right to distributions as set forth herein and therein and evidencing (i) a Regular Interest in REMIC 2 and (ii) the right to receive Net WAC Shortfall Carry-Forward Amounts.

“Class M-5 Certificates: Any one of the Class M-5 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit B-1, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, representing the right to distributions as set forth herein and therein and evidencing (i) a Regular Interest in REMIC 2 and (ii) the right to receive Net WAC Shortfall Carry-Forward Amounts.

“Class M-6 Certificates”: Any one of the Class M-6 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit B-1, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, representing the right to distributions as set forth herein and therein and evidencing (i) a Regular Interest in REMIC 2 and (ii) the right to receive Net WAC Shortfall Carry-Forward Amounts.

“Class M-7 Certificates”: Any one of the Class M-7 Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit B-1, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, representing the right to distributions as set forth herein and therein and evidencing (i) a Regular Interest in REMIC 2 and (ii) the right to receive Net WAC Shortfall Carry-Forward Amounts.

“Class P Certificates”: Any one of the Class P Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit B-4, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, representing the right to distributions as set forth herein and therein and evidencing a Regular Interest in REMIC 2.

“Class P Principal Distribution Date”: The first Distribution Date that occurs after the period of time during which a Prepayment Charge may be imposed on any Mortgage Loan.

“Class R Certificate”: Any one of the Class R Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit B-2, executed by the Securities Administrator and authenticated and delivered by the Securities Administrator, evidencing ownership of the Class R-1 Interest and Class R-2 Interest.

“Class R-1 Interest”: The uncertificated Residual Interest in REMIC 1.

“Class R-2 Interest”: The uncertificated Residual Interest in REMIC 2.

“Closing Date”: October 26, 2006.

“Code”: The Internal Revenue Code of 1986, as amended.

“Collateral Value”: The appraised value of a Mortgaged Property based upon the lesser of (i) the appraisal made at the time of the origination of the related Mortgage Loan, or (ii) the sales price of such Mortgaged Property at such time of origination. With respect to a Mortgage Loan the proceeds of which were used to refinance an existing mortgage loan, the appraised value of the Mortgaged Property based upon the appraisal obtained at the time of refinancing.

“Commission”: The Securities and Exchange Commission.

“Compensating Interest”: With respect to any Distribution Date, an amount equal to Prepayment Interest Shortfalls resulting from Principal Prepayments during the related Prepayment Period, but not more than the Servicing Fees for the immediately preceding Due Period.

“Corporate Trust Office”: With respect to the Trustee, the principal corporate trust office of the Trustee at which at any particular time its corporate trust business related to this Agreement shall be administered, which office at the date of the execution of this Agreement is located at 60 Livingston Avenue, EP-MN-WS3D, St. Paul, Minnesota 55107, Attention: Trust Administration - TBW0605, and with respect to the Securities Administrator, for Certificate transfer purposes, Wells Fargo Center, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attn: Corporate Trust Services - TBW 2006-5, and for all other purposes, 9062 Old Annapolis Road, Columbia, Maryland, 21045, Attn: Corporate Trust Services - TBW 2006-5.

“Corresponding Certificate”: With respect to each REMIC 1 Regular Interest (other than REMIC 1 Regular Interests AA and ZZ), the Certificate with the corresponding designation.

“Cumulative Loss Trigger Event”: A Cumulative Loss Trigger Event is in effect with respect to any Distribution Date on or after the Stepdown Date if the aggregate amount of Realized Losses on the Mortgage Loans from (and including) the Cut-Off Date for each such Mortgage Loan to (and including) the related Due Date (reduced by the aggregate amount of Subsequent Recoveries received from the Cut-Off Date through the Prepayment Period related to that Due Date) exceeds the applicable percentage, for such Distribution Date, of the aggregate Stated Principal Balance of the Mortgage Loans, as set forth below:

Distribution Date	Percentage

November 2009 — October 2010	1.00%
November 2010 — October 2011	1.25%
November 2011 — October 2012	1.50%
November 2012 and thereafter	1.75%

“Current Interest”: With respect to each Class of Offered Certificates and Class C Certificates and each Distribution Date means the interest accrued at the Pass-Through Rate for the applicable Accrual Period on the Certificate Principal Balance or Notional Balance of the Class immediately prior to the Distribution Date. On each Distribution Date, Current Interest will be reduced by the following, which will be allocated to the related Certificates on a pro rata basis, based on the amount of Current Interest that would have been payable from the Mortgage Loans absent these reductions: (a) Prepayment Interest Shortfalls on the Mortgage Loans, to the extent not covered by Compensating Interest paid by the Servicer or the Master Servicer, (b) Relief Act Shortfalls and (c) the interest portion of Realized Losses not allocated through subordination In addition Current Interest for any Class of Class C Certificates will be reduced by any Realized Losses allocated thereto through subordination.

“Current Report”: The Current Report pursuant to Section 13 or 15(d) of the Exchange Act.

“Curtailment”: Any Principal Prepayment made by a Mortgagor which is not a Principal Prepayment in Full.

“Custodial Agreement”: An agreement, dated as of October 1, 2006, among the the Master Servicer, the Trustee and the Custodian in substantially the form of Exhibit T hereto.

“Custodian”: Colonial Bank, N.A., or any successor custodian appointed pursuant to the provisions hereof and the Custodial Agreement.

“Cut-off Date”: With respect to the Mortgage Loans, October 1, 2006.

“Cut-off Date Balance”: The Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

“Debt Service Reduction”: With respect to any Mortgage Loan, a reduction in the scheduled monthly payment for such Mortgage Loan by a court of competent jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction constituting a Deficient Valuation or any reduction that results in a permanent forgiveness of principal.

“Deficient Valuation”: With respect to any Mortgage Loan, a valuation by a court of competent jurisdiction of the Mortgaged Property in an amount less than the then outstanding indebtedness under the Mortgage Loan, or any reduction in the amount of principal to be paid in connection with any scheduled Monthly Payment that constitutes a permanent forgiveness of principal, which valuation or reduction results from a proceeding under the Bankruptcy Code.

“Definitive Certificate”: Any definitive, fully registered Certificate.

“Deleted Mortgage Loan”: A Mortgage Loan replaced or to be replaced with an Eligible Substitute Mortgage Loan.

“Delinquency Trigger Test”: A Delinquency Trigger Test is in effect with respect to a Distribution Date on or after the Stepdown Date if the Rolling Sixty Day Delinquency Rate for the outstanding Mortgage Loans equals or exceeds the product of 50.00% and the Senior Enhancement Percentage.

“Delinquent”: A mortgage loan is considered to be: “30 to 59 days” or “30 or more days” delinquent when a payment due on any scheduled due date remains unpaid as of the close of business on the next following monthly scheduled due date; “60 to 89 days” or “60 or more days” delinquent when a payment due on any scheduled due date remains unpaid as of the close of business on the second following monthly scheduled due date; and so on. The determination as to whether a mortgage loan falls into these categories is made as of the close of business on the last business day of each month. For example, a mortgage loan with a payment due on July 1 that remained unpaid as of the close of business on August 31 would then be considered to be 30 to 59 days delinquent.

“Depositor”: BNP Paribas Mortgage Securities LLC.

“Depositor Information”: As defined in Section 3.23 hereof.

“Depository”: The Depository Trust Company, or any successor Depository hereafter named. The nominee of the initial Depository for purposes of registering those Certificates that are to be Book-Entry Certificates is Cede & Co. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(5) of the Uniform Commercial Code of the State of New York and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended.

“Depository Participant”: A broker, dealer, bank or other financial institutions or other Person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository.

“Determination Date”: With respect to any Distribution Date, the 15^th day of the month of such Distribution Date or, if such 15^th day is not a Business Day, the immediately preceding Business Day.

“Disqualified Organization”: Any organization defined as a “disqualified organization” under Section 860E(e)(5) of the Code, which includes any of the following: (i) the United States, any State or political subdivision thereof, any possession of the United States, or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except for the Freddie Mac, a majority of its board of directors is not selected by such governmental unit), (ii) a foreign government, any international organization, or any agency or instrumentality of any of the foregoing, (iii) any organization (other than certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code and (v) any other Person so designated by the Securities Administrator based upon an Opinion of Counsel that the holding of an Ownership Interest in a Residual Certificate by such Person may cause any REMIC or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Residual Certificate to such Person. The terms “United States”, “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.

“Distribution Account”: The separate Eligible Account created and maintained by the Securities Administrator pursuant to Section 3.19 in the name of the Trustee for the benefit of the Certificateholders and designated “U.S. Bank, National Association, in trust for registered Holders of TBW Mortgage-Backed Trust Series 2006-5”. Funds in the Distribution Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.

“Distribution Date”: The 25th day of any month, or if such 25th day is not a Business Day, the Business Day immediately following such 25th day, commencing in November 2006.

“Distribution Report”: The Asset-Backed Issuer Distribution Report pursuant to Section 13 or 15(d) of the Exchange Act.

“Due Date”: With respect to all of the Mortgage Loans, the date in each month on which its Monthly Payment is due, exclusive of any days of grace.

“Due Period”: With respect to any Distribution Date and the Mortgage Loans, the period commencing on the second day of the month immediately preceding the month in which such Distribution Date occurs and ending on the first day of the month in which such Distribution Date occurs.

“EDGAR”: The Electronic Data Gathering and Retrieval System of the Commission.

“Eligible Account”: Any of (i) a segregated account maintained with a federal or state chartered depository institution (A) the short-term obligations of which are rated A-1+ or better by Standard & Poor’s, F-1 by Fitch Ratings and P-1 by Moody’s at the time of any deposit therein or (B) insured by the FDIC (to the limits established by such Corporation), the uninsured deposits in which account are otherwise secured such that, as evidenced by an Opinion of Counsel (obtained by the Person requesting that the account be held pursuant to this clause (i)) delivered to the Securities Administrator prior to the establishment of such account, the Certificateholders will have a claim with respect to the funds in such account and a perfected first priority security interest against any collateral (which shall be limited to Permitted Investments, each of which shall mature not later than the Business Day immediately preceding the Distribution Date next following the date of investment in such collateral or the Distribution Date if such Permitted Investment is an obligation of the institution that maintains the Distribution Account) securing such funds that is superior to claims of any other depositors or general creditors of the depository institution with which such account is maintained, (ii) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal Regulations Section 9.10(b), which, in either case, has corporate trust powers, acting in its fiduciary capacity or (iii) a segregated account or accounts of a depository institution acceptable to the Rating Agencies (as evidenced in writing by a letter from the Rating Agencies to the Trustee and the Securities Administrator that use of any such account as the Distribution Account will not have an adverse effect on the then-current ratings assigned to the Classes of the Certificates then rated by the Rating Agencies). Eligible Accounts may bear interest.

“Eligible Substitute Mortgage Loan”: A Mortgage Loan substituted by the Seller for a Deleted Mortgage Loan which must, on the date of such substitution, as confirmed in an Officers’ Certificate of Seller delivered to the Trustee, (i) have an outstanding principal balance, after deduction of the principal portion of the monthly payment due in the month of substitution (or in the case of a substitution of more than one Mortgage Loan for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after such deduction), not in excess of the Stated Principal Balance of the Deleted Mortgage Loan (the amount of any shortfall to be paid to the Securities Administrator for deposit in the Distribution Account in the month of substitution); (ii) have a Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value Ratio at the time of substitution no higher than that of the Deleted Mortgage Loan at the time of substitution; (iv) have a remaining term to stated maturity not greater than (and not more than one year less than) that of the Deleted Mortgage Loan; (v) comply with each representation and warranty set forth in Section 2.04 hereof; and, (vi) comply with each non-statistical representation and warranty set forth in the Mortgage Loan Purchase Agreement and the Mortgage Loan Sale and Servicing Agreement.

“ERISA Restricted Certificates”: Any of the Class R Certificates.

“Event of Default”: One or more of the events described in Section 7.01.

“Excess Overcollateralization Amount”: For any Distribution Date, is the excess, if any, of the Overcollateralized Amount for the Distribution Date over the Overcollateralization Target Amount for the Distribution Date.

“Exchange Act”: The Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange Act Reports”: Any reports required to be filed pursuant to this Agreement.

“Expense Fee Rate”: With respect to each Mortgage Loan is equal to the sum of the Servicing Fee Rate and with respect to any Mortgage Loan covered by a lender-paid mortgage insurance policy, the related mortgage insurance premium rate.

“Extra Principal Distribution Amount”: With respect to any Distribution Date means the lesser of (1) the Overcollateralization Deficiency Amount and (2) the Excess Cashflow available for payment thereof.

“Fannie Mae”: Federal National Mortgage Association or any successor.

“FDIC”: Federal Deposit Insurance Corporation or any successor.

“Fitch Ratings”: Fitch Ratings, Inc., or its successor in interest.

“Form 8-K Disclosure Information”: As defined in Section 3.23 hereof.

“Form 10-K Filing Deadline”: As defined in Section 3.23 hereof.

“Freddie Mac”: Federal Home Loan Mortgage Corporation or any successor.

“Initial Certificate Principal Balance”: With respect to each Class of Certificates, the Initial Certificate Principal Balance of such Class of Certificates as set forth in the Preliminary Statement hereto.

“Initial Notional Amount”: With respect to the Class C Certificates, $598,789,446.48.

“Insurance Policy”: With respect to any Mortgage Loan, any insurance policy (including the Lender-Paid Primary Insurance Policy) which is required to be maintained from time to time under this Agreement in respect of such Mortgage Loan.

“Insurance Proceeds”: Proceeds paid in respect of the Mortgage Loans pursuant to any Insurance Policy, to the extent such proceeds are payable to the mortgagee under the Mortgage, any Subservicer, the Master Servicer or the Securities Administrator and are not applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the procedures that the Master Servicer would follow in servicing Mortgage Loans held for its own account.

“Interest Carry Forward Amount”: With respect to each Class of Offered Certificates and each Distribution Date, is the excess, if any, of: (a) Current Interest for such Class with respect to prior Distribution Dates over (b) the amount actually distributed to such Class with respect to interest on prior Distribution Dates plus (c) interest on such amount for the related Accrual Period at the applicable Pass-Through Rate.

Interest Remittance Amount”: For any Distribution Date, the sum of:

(a) the sum, without duplication, of:

(1) all scheduled interest collected during the related Due Period, less the related Servicing Fee,

(2) all interest on prepayments, other than Prepayment Interest Excess,

(3) all Advances relating to interest,

(4) all Compensating Interest,

(5) all Liquidation Proceeds and Insurance Proceeds collected during the related Due Period (to the extent that the Liquidation Proceeds and Insurance Proceeds relate to interest),

(6) the interest portion of all proceeds of the repurchase of a related Mortgage Loan as required by the Agreement during the preceding calendar month; and

less

(b) the interest portion of Advances reimbursed to the Servicer or the Master Servicer and certain expenses reimbursed to the Trustee, the Master Servicer, the Securities Administrator, the Servicer or the Custodian during the related Due Period.

“Issuing Entity”: TBW Mortgage-Backed Trust Series 2006-5.

“Late Collections”: With respect to any Mortgage Loan, all amounts received during any Due Period, whether as late payments of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late payments or collections of Monthly Payments due but delinquent for a previous Due Period and not previously recovered.

“LIBOR Business Day”: A day on which banks are open for dealing in foreign currency and exchange in London and New York City.

“LIBOR Certificates”: The Class A-1 Certificates and Class A-2-A Certificates.

“LIBOR Determination Date”: With respect to each Class of LIBOR Certificates and (i) the first Accrual Period, the second LIBOR Business Day preceding the Closing Date, and (ii) with respect to each Accrual Period thereafter, the second LIBOR Business Day preceding the date on which such Accrual Period commences.

“Liquidated Mortgage Loan”: As to any Distribution Date, any Mortgage Loan in respect of which the Servicer has determined, in accordance with the servicing procedures specified in the Servicing Agreement, as of the end of the related Prepayment Period, that all Liquidation Proceeds which it expects to recover with respect to the liquidation of the Mortgage Loan or disposition of the related REO Property have been recovered.

“Liquidation Proceeds”: Amounts received by the Servicer in connection with the liquidation of a defaulted Mortgage Loan whether through trustee's sale, foreclosure sale, proceeds of insurance policies, condemnation proceeds or otherwise.

“Loan-to-Value Ratio”: As of any date of determination, the fraction, expressed as a percentage, the numerator of which is the current principal balance of the Mortgage Loan at the date of determination and the denominator of which is the Collateral Value of the related Mortgaged Property.

“Lost Note Affidavit”: With respect to any Mortgage Loan as to which the original Mortgage Note has been permanently lost, misplaced or destroyed and has not been replaced, an affidavit from the Seller certifying that the original Mortgage Note has been lost, misplaced or destroyed (together with a copy of the related Mortgage Note) and indemnifying the Trust Fund against any loss, cost or liability resulting from the failure to deliver the original Mortgage Note in the form of Exhibit I hereto.

“Marker Rate”: With respect to the Class C Certificates and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the Uncertificated REMIC 1 Pass-Through Rates for each REMIC 1 Regular Interest for which an Offered Certificate is the Corresponding Certificate and REMIC 1 Regular Interest ZZ, with the rate on each such REMIC 1 Regular Interest (other than REMIC 1 Regular Interest ZZ) subject to a cap equal to the Pass-Through Rate for the Corresponding Certificate for such Distribution Date for the purpose of this calculation, and with the rate on REMIC 1 Regular Interest ZZ subject to a cap of zero for the purpose of this calculation; provided, however, that solely for this purpose, the related cap with respect to REMIC 1 Regular Interests A-1 and A-2-A shall be multiplied by a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Accrual Period.

“Master Servicer”: Wells Fargo Bank, N.A., or any successor master servicer appointed as herein provided.

“Master Servicing Compensation”: As defined in Section 3.14 hereof.

“Master Servicer Information”: As defined in Section 3.23 hereof.

“Maximum Rate”: With respect to any Distribution Date and the Class A-2-A Certificates, 11.000% per annum.

“Maximum Uncertificated Accrued Interest Deferral Amount”: With respect to any Distribution Date, the excess of (i) the sum of (x) the accrued interest at the Uncertificated REMIC 1 Pass-Through Rate applicable to REMIC 1 Regular Interest ZZ for such Distribution Date on a balance equal to the Uncertificated Principal Balance of REMIC 1 Regular Interest ZZ minus the REMIC 1 Overcollateralization Amount, in each case for such Distribution Date and (y) 1.00% of the accrued interest on REMIC 1 Regular Interest P at the applicable Uncertificated REMIC 1 Pass-Through Rate for such Distribution Date, over (ii) the aggregate amount of Uncertificated Accrued Interest for such Distribution Date on the REMIC 1 Regular Interests for which the Offered Certificates are the Corresponding Certificates, with the rate on each such REMIC 1 Regular Interest subject to a cap equal to the Pass-Through Rate for the Corresponding Certificate for such Distribution Date for the purpose of this calculation; provided, however, that solely for this purpose, the related cap with respect to REMIC 1 Regular Interests A-1 and A-2-A shall be multiplied by a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Accrual Period.

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

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

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

“MOM Loan”: With respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage Loan, solely as nominee for the originator of such Mortgage Loan and its successors and assigns, at the origination thereof.

“Monthly Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of principal and interest on such Mortgage Loan which is payable by a Mortgagor from time to time under the related Mortgage Note as originally executed (after adjustment, if any, for Deficient Valuations occurring prior to such Due Date, and after any adjustment by reason of any bankruptcy or similar proceeding or any moratorium or similar waiver or grace period).

“Moody’s”: Moody’s Investors Service, Inc., or its successor in interest.

“Mortgage”: The mortgage, deed of trust or any other instrument securing the Mortgage Loan.

“Mortgage File”: The mortgage documents listed in Section 2.01 pertaining to a particular Mortgage Loan and any additional documents required to be added to the Mortgage File pursuant to this Agreement; provided, that whenever the term “Mortgage File” is used to refer to documents actually received by the Custodian as agent for the Trustee, such term shall not be deemed to include such additional documents required to be added unless they are actually so added.

“Mortgage Loan”: Each of the Mortgage Loans transferred and assigned to the Trustee pursuant to Section 2.01 or 2.04 and from time to time held in the Trust Fund (including any Eligible Substitute Mortgage Loans), the Mortgage Loans so transferred, assigned and held being identified in the Mortgage Loan Schedule. As used herein, the term “Mortgage Loan” includes the related Mortgage Note and Mortgage.

“Mortgage Loan Purchase Agreement”: The Mortgage Loan Purchase Agreement dated as of October 26, 2006, between the Seller and the Depositor, and all amendments thereof and supplements thereto, a form of which is attached hereto as Exhibit N.

“Mortgage Loan Schedule”: As of any date of determination, the schedule of Mortgage Loans included in the Trust Fund. The initial schedule of Mortgage Loans with accompanying information transferred on the Closing Date to the Trustee as part of the Trust Fund for the Certificates, attached hereto as Exhibit H for the Certificates (in each case as amended from time to time to reflect the addition of Eligible Substitute Mortgage Loans) (and, for purposes of the Trustee pursuant to Section 2.02, in computer-readable form as delivered to the Custodian), which list shall set forth the following information with respect to each Mortgage Loan:

(i)

the loan number;

(ii)

the city, state and zip code of the Mortgaged Property;

(iii)

the original term to maturity;

(iv)

the original principal balance and the original Mortgage Rate;

(v)

the first Distribution Date;

(vi)

the type of Mortgaged Property;

(vii)

the Monthly Payment in effect as of the Cut-off Date;

(viii)

the principal balance as of the Cut-off Date;

(ix)

the Mortgage Rate as of the Cut-off Date;

(x)

the occupancy status;

(xi)

the purpose of the Mortgage Loan;

(xii)

the Collateral Value of the Mortgaged Property;

(xiii)

the original term to maturity;

(xiv)

the paid-through date of the Mortgage Loan

(xv)

[Reserved];

(xvi)

the Servicing Fee Rate;

(xvii)

the Net Mortgage Rate for such Mortgage Loan;

(xviii)

whether the Mortgage Loan is covered by a private mortgage insurance policy or an original certificate of private mortgage insurance and the mortgage insurance premium rate on the related Mortgage Loan;

(xix)

the documentation type; and

(xx)

the type and term of the related Prepayment Charge, if any.

“Mortgage Note”: The note or other evidence of the indebtedness of a Mortgagor under a Mortgage Loan.

“Mortgage Rate”: With respect to any Mortgage Loan, the annual rate at which interest accrues on such Mortgage Loan, as adjusted from time to time in accordance with the provisions of the Mortgage Note.

“Mortgaged Property”: The underlying property securing a Mortgage Loan.

“Mortgagor”: The obligor or obligors on a Mortgage Note.

“Net Liquidation Proceeds”: With respect to any Liquidated Mortgage Loan, Liquidation Proceeds and Subsequent Recoveries net of unreimbursed Servicing Advances by the Servicer, Advances and Liquidation Expenses.

“Net Monthly Excess Cashflow”: With respect to any Distribution Date the sum of (i) the amount remaining after the distribution of interest to Offered Certificateholders for such Distribution Date pursuant to Section 4.01(b)(ii)(1), (ii) the amount remaining after the distribution of principal to Offered Certificateholders for such Distribution Date, pursuant to Section 4.01(c)(i)(2)(A) or 4.01(c)(ii)(2)(A) and (iii) the Overcollateralization Reduction Amount for such Distribution Date.

“Net Prepayment Interest Shortfall”: With respect to any Distribution Date, the excess, if any, of any Prepayment Interest Shortfalls for such date over the related Compensating Interest.

“Net Rate Cap”: With respect to any Distribution Date and the Offered Certificates, the weighted average Adjusted Net Mortgage Rate on the Mortgage Loans as of the Due Date in the prior calendar month (after giving effect to principal prepayments received in the Prepayment Period related to that prior Due Date), and, in the case of the LIBOR Certificates only, multiplied by a fraction, the numerator of which is 30, and the denominator of which is, the actual number of days that elapsed in the related Accrual Period.

For federal income tax purposes, the Net Rate Cap, with respect to any Distribution Date, shall be expressed as the weighted average of the Uncertificated REMIC 1 Pass-Through Rates on each REMIC 1 Regular Interest (other than REMIC 1 Regular Interest P) weighted on the basis of the Uncertificated Principal Balances of each such REMIC 1 Regular Interest.

“Net WAC Shortfall”: With respect to any Fixed Rate Certificate and for any Distribution Date, if on such Distribution Date the Pass-Through Rate for the related Certificates is based on the Net Rate Cap, the excess, if any, of (a) the Current Interest that would have been payable had the Pass-Through Rate for the related Certificates been calculated at the at the related fixed Pass-Through Rate, over (b) the Current Interest calculated at the Net Rate Cap.

“Net WAC Shortfall Carry-Forward Amount”: With respect to the Fixed Rate Certificates and for any Distribution Date, an amount equal to the aggregate amount of Net WAC Shortfall for such Certificate for such Distribution Date and any Net WAC Shortfalls remaining unpaid from prior Distribution Dates, together with interest thereon at the related Pass-Through Rate for the current Distribution Date.

“Nonrecoverable Advance”: Any Advance or Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan which, in the good faith judgment of the Servicer or the Master Servicer, will not or, in the case of a proposed Advance or Servicing Advance, would not be ultimately recoverable from related Late Collections, Insurance Proceeds, Liquidation Proceeds or REO Proceeds. The determination by the Servicer or the Master Servicer that it has made a Nonrecoverable Advance or that any proposed Advance or Servicing Advance would constitute a Nonrecoverable Advance, shall be evidenced by a certificate of a Servicing Officer delivered, in the case of the Servicer, to the Depositor and the Master Servicer, and in the case of the Master Servicer, to the Depositor and the Securities Administrator.

“Non-United States Person”: Any Person other than a United States Person.

“Notional Balance”: With respect to the Class C Certificates and any Distribution Date, an amount equal to the Stated Principal Balance of the Mortgage Loans as of the related Due Date, minus the Certificate Principal Balance of the Class P Certificates. For federal income tax purposes, the Notional Balance of the Class C Certificates for any Distribution Date shall be an amount equal to the aggregate Uncertificated Principal Balance of the REMIC 1 Regular Interests, other than REMIC 1 Regular Interest P, for such Distribution Date.

“OC Floor”: An amount equal to 0.50% of the Cut-off Date Balance.

“Offered Certificates”: The Class A Certificates and Class M Certificates.

“Officers’ Certificate”: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a vice president and by the Treasurer, the Secretary, or one of the assistant treasurers or assistant secretaries of the Depositor, the Seller, the Master Servicer, the Servicer or of any Subservicer and delivered to the Depositor, Securities Administrator and Trustee.

“One-Month LIBOR”: With respect to any Accrual Period, the rate determined by the Securities Administrator on the related LIBOR Determination Date on the basis of the London interbank offered rate for one-month United States dollar deposits, as such rates appear on the Telerate Screen Page 3750, as of 11:00 a.m. (London time) on such LIBOR Determination Date pursuant to Section 1.02.

“Opinion of Counsel”: A written opinion of counsel, who may be counsel for the Depositor, the Seller, or the Master Servicer, reasonably acceptable to the Trustee and Securities Administrator; except that any opinion of counsel relating to (a) the qualification of any account required to be maintained pursuant to this Agreement as an Eligible Account, (b) the qualification of each REMIC as a REMIC, (c) compliance with the REMIC Provisions or (d) resignation of the Master Servicer pursuant to Section 6.04 must be an opinion of counsel who (i) is in fact independent of the Depositor and the Master Servicer, (ii) does not have any direct financial interest or any material indirect financial interest in the Depositor or the Master Servicer or in an affiliate of either and (iii) is not connected with the Depositor or the Master Servicer as an officer, employee, director or person performing similar functions.

“Optional Termination Date”: The first Distribution Date on which the Aggregate Stated Principal Balance of the Mortgage Loans and properties acquired in respect thereof, remaining in the Trust Fund has been reduced to less than or equal to 10% of the Cut-off Date Balance.

“OTS”: Office of Thrift Supervision or any successor.

“Outstanding Mortgage Loan”: As to any Due Date, a Mortgage Loan (including an REO Property) which was not the subject of a Principal Prepayment in Full, Cash Liquidation or REO Disposition and which was not purchased prior to such Due Date pursuant to Sections 2.02, 2.04 or 3.14.

“Outstanding Principal Balance”: With respect to a mortgage loan, the principal balance of such mortgage loan remaining to be paid by the mortgagor or, in the case of an REO Property, the principal balance of the related mortgage loan remaining to be paid by the mortgagor at the time such property was acquired by the Issuing Entity.

“Overcollateralization Deficiency Amount”: With respect to any Distribution Date, the amount, if any, by which the Overcollateralization Target Amount exceeds the Overcollateralized Amount on the Distribution Date (after giving effect to distribution of the Principal Distribution Amount (other than the portion thereof consisting of the Extra Principal Distribution Amount) on the Distribution Date).

“Overcollateralization Reduction Amount”: For any Distribution Date, an amount equal to the lesser of (i) the Excess Overcollateralization Amount for that Distribution Date and (ii) the Principal Remittance Amount for that Distribution Date.

“Overcollateralization Target Amount”: With respect to any Distribution Date, (a) prior to the Stepdown Date, an amount equal to 1.25% of the Cut-off Date Balance and (b) on or after the Stepdown Date, the greater of (i) an amount equal to 2.50% of the Aggregate Stated Principal Balance of the Mortgage Loans for the current Distribution Date and (ii) the OC Floor; provided, however, that if a Trigger Event is in effect on any Distribution Date, the Overcollateralization Target Amount will be the Overcollateralization Target Amount as in effect for the prior Distribution Date.

“Overcollateralized Amount” For any Distribution Date, the amount, if any, by which (x) the Aggregate Stated Principal Balance of the Mortgage Loans for the Distribution Date exceeds (y) the aggregate Certificate Principal Balance of the Offered Certificates and the Class P Certificates as of the Distribution Date (after giving effect to distribution of the Principal Remittance Amount to be made on the Distribution Date).

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

“Pass-Through Rate”: The Pass-Through Rate of the Class A-1 Certificates will be equal to the lesser of (i) One-Month LIBOR plus the related Certificate Margin and (ii) the Net Rate Cap. The Pass-Through Rate of the Class A-2-A Certificates will be equal to the least of (i) One-Month LIBOR plus the related Certificate Margin, (ii) the Maximum rate and (iii) the Net Rate Cap. The Pass-Through Rate for the Class A-2-B, Class A-3, Class A-4, Class A-5-A, Class A-5-B, Class A-6, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates will be equal to the lesser of (i) (a) for each Distribution Date prior to the Step-Up Date, 5.800%, 5.950%, 6.200%, 6.250%, 6.350%, 5.900%, 6.200%, 6.350%, 6.450%, 6.550%, 6.650%, 7.100% and 7.400%, respectively, and (b) and for each Distribution Date on or after the Step-Up Date, 6.300%, 6.450%, 6.700%, 6.750%, 6.850%, 6.400%, 6.700%, 6.850%, 6.950%, 7.050%, 7.150%, 7.600%, and 7.900%, respectively, (ii) the Net Rate Cap. With respect to the Class P Certificates, 0.00%. With respect to the Class C Certificates and any Distribution Date, a rate per annum equal to the percentage equivalent of a fraction, the numerator of which is the sum of the amount determined for each REMIC 1 Regular Interest (other than REMIC 1 Regular Interest P) equal to the product of (a) the excess, if any, of the Uncertificated REMIC 1 Pass-Through Rate for such REMIC 1 Regular Interest over the Marker Rate and (b) a notional amount equal to the Uncertificated Principal Balance of such REMIC 1 Regular Interest, and the denominator of which is the aggregate Uncertificated Principal Balance of such REMIC 1 Regular Interests.

“PCAOB”: The Public Company Accounting Oversight Board.

“Permitted Investment”: One or more of the following:

(i) obligations of or guaranteed as to principal and interest by the United States or any agency or instrumentality thereof when such obligations are backed by the full faith and credit of the United States;

(ii) repurchase agreements on obligations specified in clause (i) maturing not more than one month from the date of acquisition thereof, provided that the unsecured obligations of the party agreeing to repurchase such obligations are at the time rated by each Rating Agency in its highest short-term rating available;

(iii) federal funds, certificates of deposit, demand deposits, time deposits and bankers’ acceptances (which shall each have an original maturity of not more than 90 days and, in the case of bankers’ acceptances, shall in no event have an original maturity of more than 365 days or a remaining maturity of more than 30 days) denominated in United States dollars of any U.S. depository institution or trust company incorporated under the laws of the United States or any state thereof or of any domestic branch of a foreign depository institution or trust company; provided that the debt obligations of such depository institution or trust company (or, if the only Rating Agency is Standard & Poor’s, in the case of the principal depository institution in a depository institution holding company, debt obligations of the depository institution holding company) at the date of acquisition thereof have been rated by each Rating Agency in its highest short-term rating available; and provided further that, if the only Rating Agency is Standard & Poor’s or Fitch Ratings and if the depository or trust company is a principal subsidiary of a bank holding company and the debt obligations of such subsidiary are not separately rated, the applicable rating shall be that of the bank holding company; and, provided further that, if the original maturity of such short-term obligations of a domestic branch of a foreign depository institution or trust company shall exceed 30 days, the short-term rating of such institution shall be A-1+ in the case of Standard & Poor’s if Standard & Poor’s is the Rating Agency;

(iv) commercial paper (having original maturities of not more than 365 days) of any corporation incorporated under the laws of the United States or any state thereof which on the date of acquisition has been rated by Moody’s, Fitch Ratings and Standard & Poor’s in their highest short-term ratings available; provided that such commercial paper shall have a remaining maturity of not more than 30 days;

(v) a money market fund or a qualified investment fund rated by Moody’s and Fitch Ratings, if so rated, in its highest long-term ratings available and rated AAAm or AAAm-G by Standard & Poor’s, including any such funds for which Wells Fargo Bank, N.A. or any affiliate thereof serves as an investment advisor, manager, administrator, shareholder, servicing agent, and/or custodian or sub-custodian; and

(vi) other obligations or securities that are acceptable to each Rating Agency as a Permitted Investment hereunder and will not reduce the rating assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency, as evidenced in writing;

provided, however, that no instrument shall be a Permitted Investment if it represents, either (1) the right to receive only interest payments with respect to the underlying debt instrument or (2) the right to receive both principal and interest payments derived from obligations underlying such instrument and the principal and interest payments with respect to such instrument provide a yield to maturity greater than 120% of the yield to maturity at par of such underlying obligations.

“Permitted Transferee”: Any transferee of a Residual Certificate other than a Disqualified Organization, a Non-United States Person or an “electing large partnership” (as defined in Section 775 of the Code).

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

“Prepayment Assumption”: As defined in the Prospectus Supplement.

“Prepayment Charge”: With respect to any Mortgage Loan, the charges, penalties or premiums, if any, due in connection with a full or partial prepayment of such Mortgage Loan in accordance with the terms of the related Mortgage Note (or any rider or annex thereto), or any amounts in respect thereof paid by the Seller in accordance with the Mortgage Loan Purchase Agreement or the Servicer in accordance with the Servicing Agreement.

“Prepayment Interest Shortfall”: As to any Distribution Date and any Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was the subject of (a) a Principal Prepayment in Full during the related Prepayment Period, an amount equal to the excess of one month’s interest at the Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan over the amount of interest (adjusted to the Net Mortgage Rate) paid by the Mortgagor for such Prepayment Period to the date of such Principal Prepayment in Full or (b) a Curtailment during the prior calendar month, an amount equal to one month’s interest at the Mortgage Rate on the amount of such Curtailment.

“Prepayment Period”: As to any Distribution Date, the calendar month preceding the month in which such Distribution Date occurs.

“Primary Hazard Insurance Policy”: Each primary hazard insurance policy required to be maintained pursuant to Section 3.09.

“Primary Mortgage Insurance Policy”: Any primary mortgage insurance policy of mortgage guaranty insurance including any replacement policy therefor.

“Principal Distribution Amount”: With respect to each Distribution Date means the sum of (1) the Principal Remittance Amount for the Distribution Date and (2) the Extra Principal Distribution Amount for the Distribution Date, minus (3) the Overcollateralization Reduction Amount for the Distribution Date.

“Principal Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan which is received in advance of its scheduled Due Date and which is not accompanied by an amount of interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

“Principal Prepayment in Full”: Any Principal Prepayment made by a Mortgagor of the entire unpaid principal balance of the Mortgage Loan.

“Principal Remittance Amount”: With respect to any Distribution Date, the means:

(a) the sum, without duplication, of:

(1) the scheduled principal collected during the related Due Period or advanced with respect to the Distribution Date,

(2) prepayments collected in the related Prepayment Period,

(3) the Stated Principal Balance of each Mortgage Loan that was repurchased by the Seller (or, in the case of a substitution, certain amounts representing a principal adjustment),

(4) the amount, if any, by which the aggregate unpaid principal balance of any Replacement Mortgage Loans delivered by Countrywide Home Loans in connection with a substitution of a Mortgage Loan is less than the aggregate unpaid principal balance of any Deleted Mortgage Loans, and

(5) all Liquidation Proceeds and Insurance Proceeds (to the extent that the Liquidation Proceeds and Insurance Proceeds relate to principal) and Subsequent Recoveries collected during the related Due Period, less

(b) the principal portion of all Advances reimbursed to the Servicer or the Master Servicer and certain expenses reimbursed to the Trustee, the Master Servicer, the Securities Administrator, the Servicer or the Custodian during the related Due Period.

“Prospectus Supplement”: That certain Prospectus Supplement dated October 25, 2006, relating to the public offering of the Offered Certificates.

“Protected Account”: An account established and maintained for the benefit of Certificateholders by the Servicer with respect to the Mortgage Loans and with respect to REO Property pursuant to the Servicing Agreement.

“Purchase Price”: With respect to any Mortgage Loan (or REO Property) required to be purchased pursuant to Section 2.02, 2.04 or 3.06, an amount equal to the sum of (i) 100% of the Stated Principal Balance thereof, (ii) unpaid accrued interest (or REO Imputed Interest) at the applicable Net Mortgage Rate on the Stated Principal Balance thereof outstanding during each Due Period that such interest was not paid or advanced, from the date through which interest was last paid by the Mortgagor or advanced and distributed to Certificateholders together with unpaid Servicing Fees and, if such Mortgage Loan is a Lender-Paid Insured Loan, the premium payable at the Lender-Paid Primary Insurance Rate, from the date through which interest was last paid by the Mortgagor, in each case to the first day of the month in which such Purchase Price is to be distributed, plus (iii) the aggregate of all Advances and Servicing Advances made in respect thereof that were not previously reimbursed and (iv) costs and damages incurred by the Trust Fund in connection with a repurchase pursuant to Section 2.04 hereof that arises out of a violation of any anti-predatory lending law.

“Qualified Insurer”: Any insurance company duly qualified as such under the laws of the state or states in which the related Mortgaged Property or Mortgaged Properties is or are located, duly authorized and licensed in such state or states to transact the type of insurance business in which it is engaged and approved as an insurer by the Master Servicer, so long as the claims paying ability of which is acceptable to the Rating Agencies for pass-through certificates having the same rating as the Certificates rated by the Rating Agencies as of the Closing Date.

“Rating Agency”: Standard & Poor’s and Moody’s, and each of their successors. If such agencies and their successors are no longer in existence, “Rating Agency” shall be such nationally recognized statistical rating agency, or other comparable Person, designated by the Depositor, notice of which designation shall be given to the Trustee, the Securities Administrator and Master Servicer. References herein to the two highest long term debt ratings of a Rating Agency shall mean “AA” or better in the case of Standard & Poor’s and Fitch Ratings and “Aa2” or better in the case of Moody’s and references herein to the two highest short-term debt ratings of a Rating Agency shall mean “A-1+” in the case of Standard & Poor’s, “F-1” in the case of Fitch Ratings and “P-1” in the case of Moody’s, and in the case of any other Rating Agency such references shall mean such rating categories without regard to any plus or minus.

“Realized Loss”: With respect to each Mortgage Loan or REO Property as to which a Cash Liquidation or REO Disposition has occurred, an amount (not less than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan as of the date of Cash Liquidation or REO Disposition, plus (ii) interest (and REO Imputed Interest, if any) at the Net Mortgage Rate from the Due Date as to which interest was last paid or advanced to Certificateholders up to the date of the Cash Liquidation or REO Disposition on the Stated Principal Balance of such Mortgage Loan outstanding during each Due Period that such interest was not paid or advanced, minus (iii) the proceeds, if any, received during the month in which such Cash Liquidation or REO Disposition occurred, to the extent applied as recoveries of interest at the Net Mortgage Rate and to principal of the Mortgage Loan, net of the portion thereof reimbursable to the Master Servicer or the Servicer with respect to related Advances or Servicing Advances not previously reimbursed. With respect to each Mortgage Loan which has become the subject of a Deficient Valuation, the difference between the principal balance of the Mortgage Loan outstanding immediately prior to such Deficient Valuation and the principal balance of the Mortgage Loan as reduced by the Deficient Valuation. In addition, to the extent the Servicer or Master Servicer receives Subsequent Recoveries with respect to any Mortgage Loan, the amount of the Realized Loss with respect to that Mortgage Loan will be reduced to the extent such recoveries are applied to reduce the Certificate Principal Balance of any Class of Certificates on any Distribution Date.

“Record Date”: With respect to the Fixed Rate Certificates and each Distribution Date, the close of business on the last Business Day of the calendar month preceding such Distribution Date. With respect to each Distribution Date and the LIBOR Certificates, so long as such Certificates are Book-Entry Certificates, the Business Day immediately prior to such Distribution Date, and if any such Certificates are no longer Book-Entry Certificates, then the close of business on the last Business Day of the calendar month preceding such Distribution Date. For each Class of the Class R, Class C and Class P Certificates and each Distribution Date, the close of business on the last Business Day of the calendar month preceding such Distribution Date.

“Reference Banks” Leading banks selected by the Securities Administrator after consultation with the Depositor and engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, (ii) whose quotations appear on the Telerate Screen Page 3750 on the LIBOR Determination Date in question and (iii) which have been designated as such by the Securities Administrator and (iv) not controlling, controlled by, or under common control with, the Depositor, the Seller, the Master Servicer or the Servicer.

“Regular Certificate”: Any of the Certificates other than a Residual Certificate.

“Regular Interest”: A “regular interest” in a REMIC within the meaning of Section 860G(a)(1) of the Code.

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

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

“Relief Act”: The Servicemembers Civil Relief Act, f/k/a Soldiers’ and Sailors’ Civil Relief Act of 1940, as amended.

“Relief Act Interest Shortfall”: With respect to any Distribution Date, for any Mortgage Loan with respect to which there has been a reduction in the amount of interest collectible thereon for the most recently ended Due Period as a result of the application of the Relief Act, the amount by which (i) interest collectible on such Mortgage Loan during such Due Period is less than (ii) one month’s interest on the Principal Balance of such Mortgage Loan at the Loan Rate for such Mortgage Loan before giving effect to the application of the Relief Act.

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

“REMIC 1”: The segregated pool of assets subject hereto (exclusive of the Reserve Fund and the Cap Contracts) with respect to which a REMIC election is to be made, conveyed in trust to the Trustee, for the benefit of the holders of the REMIC 1 Regular Interests and the Holders of the Class R Certificates (in respect of the Class R-1 Interest), consisting of: (i) each Mortgage Loan (exclusive of payments of principal and interest due on or before the Cut-off Date, if any, received by the Master Servicer which shall not constitute an asset of the Trust Fund) as from time to time are subject to this Agreement and all payments under and proceeds of such Mortgage Loans (exclusive of any late payment charges received on the Mortgage Loans), together with all documents included in the related Mortgage File, subject to Section 2.01; (ii) such funds or assets as from time to time are deposited in the Distribution Account and belonging to the Trust Fund; (iii) any related REO Property; (iv) the Primary Hazard Insurance Policies, if any, the Primary Mortgage Insurance Policies, if any, and all other Insurance Policies with respect to the Mortgage Loans; and (v) the Depositor’s interest in respect of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement. REMIC 1 specifically does not include the Reserve Fund and the Cap Contracts.

“REMIC 1 Interest Loss Allocation Amount”: With respect to any Distribution Date, an amount equal to (a) the sum of (x) the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and the REO Properties then outstanding for such Distribution Date, minus the Certificate Principal Balance of the Class P Certificates, and (ii) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular Interest AA minus the Marker Rate, and (y) the accrued interest on REMIC 1 Regular Interest P, divided by (b) 12.

“REMIC 1 Overcollateralized Amount”: With respect to any date of determination, (i) 1.00% of the aggregate Uncertificated Principal Balance of the REMIC 1 Regular Interests, other than REMIC 1 Regular Interest P, minus (ii) the aggregate Uncertificated Principal Balance of each REMIC 1 Regular Interest for which an Offered Certificate is a Corresponding Certificate, in each case, as of such date of determination.

“REMIC 1 Overcollateralization Target Amount”: 1.00% of the Overcollateralization Target Amount.

“REMIC 1 Principal Loss Allocation Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and the REO Properties then outstanding for such Distribution Date, minus the Certificate Principal Balance of the Class P Certificates, and (ii) 1 minus a fraction, the numerator of which is two (2) times the aggregate Uncertificated Principal Balance of each REMIC 1 Regular Interest for which an Offered Certificate is a Corresponding Certificate and the denominator of which is the aggregate Uncertificated Principal Balance of each REMIC 1 Regular Interest for which an Offered Certificate is a Corresponding Certificate and REMIC 1 Regular Interest ZZ.

“REMIC 1 Regular Interest”: Any of the separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular Interest in REMIC 1. Each REMIC 1 Regular Interest shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto. The designations for the respective REMIC 1 Regular Interests are set forth in the Preliminary Statement hereto.

“REMIC 2”: The segregated pool of assets consisting of all of the REMIC 1 Regular Interests conveyed in trust to the Trustee, for the benefit of the Holders of the Regular Certificates and the Holders of the Class R Certificates (in respect of the Class R-2 Interest), pursuant to Section 2.05, and all amounts deposited therein, with respect to which a separate REMIC election is to be made.

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

“Remittance Report”: A report prepared by the Master Servicer (and delivered to the Securities Administrator) providing the information set forth in Exhibit E attached hereto.

“REO Acquisition”: The acquisition by the Servicer on behalf of the Issuing Entity for the benefit of the Certificateholders of any REO Property pursuant to Section 3.15.

“REO Disposition”: The receipt by the Servicer of Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and other payments and recoveries (including proceeds of a final sale) which the Servicer expects to be finally recoverable from the sale or other disposition of the REO Property.

“REO Imputed Interest”: As to any REO Property, for any period, an amount equivalent to interest (at the Mortgage Rate that would have been applicable to the related Mortgage Loan had it been outstanding) on the unpaid principal balance of the Mortgage Loan as of the date of acquisition thereof (as such balance is reduced pursuant to Section 3.15 by any income from the REO Property treated as a recovery of principal).

“REO Proceeds”: Proceeds, net of directly related expenses, received in respect of any REO Property (including, without limitation, proceeds from the rental of the related Mortgaged Property and of any REO Disposition), which proceeds are required to be deposited into the Distribution Account as and when received.

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

“Reportable Event”: As defined in Section 3.23 hereof.

“Reporting Servicer”: As defined in Section 3.23 hereof.

“Repurchase Proceeds”: The Purchase Price in connection with any repurchase of a mortgage loan by the Seller and any cash deposit in connection with the substitution of a mortgage loan.

“Request for Release”: A release signed by a Servicing Officer, in the form of Exhibit F attached hereto.

“Reserve Fund”: The separate fund created and initially maintained by the Securities Administrator pursuant to Section 4.11 in the name of the Securities Administrator for the benefit of the Holders of the Offered Certificates and designated “TBW Mortgage-Backed Trust Series 2006-5 Reserve Fund,” and funded on the Closing Date by or on behalf of the Depositor with an amount equal to the Reserve Fund Deposit. Funds in the Reserve Fund shall be held in trust for the Holders of the Offered Certificates and Class C Certificates for the uses and purposes set forth in this Agreement. The Reserve Fund shall not be an asset of any REMIC.

“Reserve Fund Deposit”: With respect to the Reserve Fund, an amount equal to $5,000, which the Depositor shall fund initially pursuant to Section 4.11 hereof.

“Residual Certificates”: The Class R Certificates.

“Residual Interest”: The sole Class of “residual interests” in a REMIC within the meaning of Section 860G(a)(2) of the Code.

“Responsible Officer”: When used with respect to the Trustee shall mean any officer within the Corporate Trust Office of the Trustee with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, any other officer of the Trustee to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject. When used with respect to the Securities Administrator shall mean any officer assigned with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, any other officer of the Securities Administrator to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Rolling Sixty Day Delinquency Rate”: With respect to any Distribution Date on or after the Stepdown Date is the average of the Sixty-Day Delinquency Rates for such Distribution Date and the two immediately preceding distribution dates.

“Sarbanes Oxley Certification”: A written certification covering servicing of the Mortgage Loans by the Servicer and signed by an officer of the Master Servicer that complies with (i) the Sarbanes-Oxley Act of 2002, as amended from time to time, and (ii) the February 21, 2003 Statement by the Staff of the Division of Corporation Finance of the Securities and Exchange Commission Regarding Compliance by Asset-Backed Issuers with Exchange Act Rules 13a-14 and 15d-14, as in effect from time to time.

“Securities Administrator”: Wells Fargo Bank, N.A., or its successor in interest, or any successor securities administrator appointed as herein provided.

“Securities Administrator Information”: As defined in Section 3.23 hereof.

“Seller”: BNP Paribas Mortgage Corp., or its successor in interest.

“Senior Certificates”: The Class A Certificates.

“Senior Enhancement Percentage”: With respect to a Distribution Date on or after the Stepdown Date, a fraction, expressed as a percentage, equal to (x) the sum of the aggregate Certificate Principal Balance of the Subordinate Certificates and the Overcollateralized Amount immediately prior to such Distribution Date, over (y) the aggregate Stated Principal Balance of the Mortgage Loans for the preceding Distribution Date.

“Servicer”: Taylor, bean & Whitaker Mortgage Corp., or its successor in interest.

“Servicer Remittance Date”: The 18th day of the month, or if such 18th day is not a Business Day, the Business Day immediately preceding such 18th day. The first Servicer Remittance Date shall occur on November 17, 2006.

“Servicing Advances”: All customary, reasonable and necessary “out of pocket” costs and expenses incurred in connection with a default, delinquency or other unanticipated event in the performance by the Master Servicer, the Servicer or any Subservicer of its servicing obligations, including, but not limited to, the cost of (i) the preservation, restoration and protection of a Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures, including any expenses incurred in relation to any such proceedings that result from the Mortgage Loan being registered on the MERS System, (iii) the management and liquidation of any REO Property, including reasonable fees paid to any independent contractor in connection therewith, and (iv) compliance with the obligations under the second paragraph of Section 3.01, Section 3.09 and Section 3.13 (other than any deductible described in the last paragraph thereof).

“Servicing Agreement”: The Master Mortgage Loan Purchase and Servicing Agreement dated as of October 1, 2006 between the Servicer and the Seller, substantially in the form attached hereto as Exhibit M, and as modified by the Assignment, Assumption and Recognition Agreement.

“Servicing Criteria”: Means the criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such may be amended from time to time.

“Servicing Fee”: With respect to each Mortgage Loan, accrued interest at the Servicing Fee Rate with respect to the Mortgage Loan on the same principal balance on which interest on the Mortgage Loan accrues for the calendar month. The Servicing Fee consists of servicing and other related compensation payable to the Servicer or to the Master Servicer if the Master Servicer is directly servicing the loan, and includes any amount payable to any Subservicer by the Servicer.

“Servicing Fee Rate”: 0.25% per annum.

“Servicing Function Participant”: Means the Servicer, the Master Servicer and the Securities Administrator, any Subservicer, Subcontractor or affiliates of any of the foregoing, or any other Person, that is participating in the servicing function within the meaning of Item 1122 of Regulation AB performing activities addressed by the Servicing Criteria, unless such Person’s activities relate only to five percent (5%) or less of the Mortgage Loans.

“Servicing Officer”: Any officer of the Master Servicer or the Servicer involved in, or responsible for, the administration and master servicing or servicing of the Mortgage Loans, as applicable, whose name and specimen signature appear on a list of servicing officers furnished to the Trustee by the Master Servicer and the Servicer, as such list may from time to time be amended.

“Significance Estimate”: With respect to any Distribution Date, and in accordance with Item 1115 of Regulation AB, shall be an amount determined based on the reasonable good-faith estimate by the Seller or its affiliate of the aggregate maximum probable exposure of (i) the outstanding Class A-1 Certificates to the Class A-1 Cap Contract and (ii) the outstanding Class A-2-A Certificates to the Class A-2-A Cap Contract

“Significance Percentage”: With respect to any Distribution Date, and in accordance with Item 1115 of Regulation AB, shall be an percentage equal to the Significance Estimate divided by the aggregate outstanding Certificate Principal Balance of the Class A Certificates and Class M Certificates, prior to the distribution of the Principal Distribution Amount on such Distribution Date.

“Sixty-Day Delinquency Rate”: With respect to any Distribution Date on or after the Stepdown Date, is a fraction, expressed as a percentage, the numerator of which is the aggregate Stated Principal Balance for such Distribution Date of all Mortgage Loans that were 60 or more days Delinquent as of the close of business on the last day of the calendar month preceding such Distribution Date (including Mortgage Loans in foreclosure, bankruptcy and REO Properties) and the denominator of which is the aggregate Stated Principal Balance for such Distribution Date of the Mortgage Loans as of the related Due Date (after giving effect to principal prepayments in the Prepayment Period related to that prior Due Date).

“Standard & Poor’s”: Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., or its successor in interest.

“Startup Day”: The day designated as such pursuant to Article X hereof.

“Stated Principal Balance”: With respect to any Mortgage Loan or related REO Property at any given time, (i) the principal balance of the Mortgage Loan outstanding as of the Cut-off Date, after application of principal payments due on or before such date, whether or not received, minus (ii) the sum of (a) the principal portion of the Monthly Payments due with respect to such Mortgage Loan or REO Property during each Due Period ending prior to the most recent Distribution Date which were received or with respect to which an Advance was made, and (b) all Principal Prepayments with respect to such Mortgage Loan or REO Property, and all Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO Proceeds to the extent applied by the Master Servicer as recoveries of principal in accordance with Section 3.15 with respect to such Mortgage Loan or REO Property, which were distributed pursuant to Section 4.01 on any previous Distribution Date, and (c) any Realized Loss with respect thereto allocated pursuant to Section 4.07 for any previous Distribution Date.

“Stepdown Date”: The earlier to occur of:

(i) the Distribution Date following the Distribution Date on which the aggregate Certificate Principal Balance of the Senior Certificates is reduced to zero; and

(ii) the later to occur of (x) the Distribution Date in November 2009 and (y) the first Distribution Date on which the Senior Enhancement Percentage (after giving effect to principal prepayments received in the Prepayment Period related to that Due Date) is greater than to 13.80%.

“Stepdown Target Subordination Percentage ”: For each Class of Subordinate Certificates, the respective percentage indicated in the following table:

	Stepdown Target Subordination Percentage
Class M-1	8.50%
Class M-2	6.90%
Class M-3	5.50%
Class M-4	4.80%
Class M-5	4.10%
Class M-6	3.40%
Class M-7	2.50%

“Step-Up Date”: With respect to the Offered Certificates, the Distribution Date following the Optional Termination Date.

“Subordinate Certificates”: The Class M Certificates.

“Subordinate Class Principal Distribution Amount”: For each Class of Subordinate Certificates and Distribution Date means the excess of:

(1) the sum of:

(a) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account distribution of the Class A Principal Distribution Amount for the Distribution Date),

(b) the aggregate Certificate Principal Balance of any Classes of Subordinate Certificates that are senior to the subject Class (in each case, after taking into account distribution of the Subordinate Class Principal Distribution Amount(s) for the senior Class(es) of Certificates for the Distribution Date), and

(c) the Certificate Principal Balance of the subject Class of Subordinate Certificates immediately prior to the Distribution Date over

(2) the lesser of (a) the product of (x) 100% minus the Stepdown Target Subordination Percentage for the subject Class of Certificates and (y) the aggregate Stated Principal Balance of the Mortgage Loans for the Distribution Date and (b) the aggregate Stated Principal Balance of the Mortgage Loans for the Distribution Date minus the OC Floor;

provided, however, that if a Class of Subordinate Certificates is the only Class of Subordinate Certificates outstanding on the Distribution Date, that Class will be entitled to receive the entire remaining Principal Distribution Amount until the Certificate Principal Balance thereof is reduced to zero.

“Subsequent Recoveries”: As of any Distribution Date, amounts received by the Servicer or Master Servicer (net of any related expenses permitted to be reimbursed pursuant to Section 4.02) or surplus amounts held by the Servicer or Master Servicer to cover estimated expenses (including, but not limited to, recoveries in respect of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement) specifically related to a Mortgage Loan that was the subject of a liquidation or final disposition of any REO Property prior to the related Prepayment Period that resulted in a Realized Loss.

“Subservicer”: Any Subservicer appointed by the Servicer pursuant to a Servicing Agreement.

“Substitution Adjustment”: As defined in Section 2.04 hereof.

“Tax Returns”: The federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of each REMIC due to their classification as REMICs under the REMIC Provisions, together with any and all other information, reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal, state or local tax laws.

“Terminating Purchase”: The purchase of all Mortgage Loans and each REO Property owned by the Issuing Entity pursuant to Section 9.01 hereof.

“Termination Price”: An amount equal to (a) 100% of the unpaid principal balance of each Mortgage Loan (other than one as to which a REO Property was acquired) on the day of repurchase together with accrued interest on such unpaid principal balance at the Adjusted Net Mortgage Rate to the first day of the month in which the proceeds of such repurchase are to be distributed, plus (b) the appraised value of any REO Property (but not more than the unpaid principal balance of the related Mortgage Loan, together with accrued interest on that balance at the Adjusted Net Mortgage Rate to the first day of the month such repurchase price is distributed) less the good faith estimate of the Servicer of liquidation expenses to be incurred in connection with its disposal thereof, such appraisal to be conducted by an appraiser mutually agreed upon by the Servicer and the Master Servicer on behalf of the Trustee at the expense of the terminating party.

“Transfer”: Any direct or indirect transfer, sale, pledge, hypothecation or other form of assignment of any Ownership Interest in a Certificate.

“Transferor”: Any Person who is disposing by Transfer of any Ownership Interest in a Certificate.

“Trigger Event”: A Trigger Event is in effect with respect to any Distribution Date on or after the Stepdown Date if either a Delinquency Trigger Test is in effect with respect to that Distribution Date or a Cumulative Loss Trigger Event is in effect with respect to that Distribution Date.

“Trust Fund”: REMIC 1, REMIC 2 and the Reserve Fund and the Cap Contracts.

“Trust REMIC”: REMIC 1 and REMIC 2.

“Trustee”: U.S. Bank National Association, or its successor in interest, or any successor trustee appointed as herein provided.

“Uncertificated Accrued Interest”: With respect to each REMIC 1 Regular Interest on each Distribution Date, an amount equal to one month’s interest at the related Uncertificated REMIC 1 Pass-Through Rate on the related Uncertificated Principal Balance of such REMIC 1 Regular Interest. In each case, Uncertificated Accrued Interest will be reduced by any Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls (allocated to such REMIC 1 Regular Interests as set forth in Section 1.04).

“Uncertificated Principal Balance”: With respect to each REMIC 1 Regular Interest, the principal amount of such REMIC 1 Regular Interest outstanding as of any date of determination. As of the Closing Date, the Uncertificated Principal Balance of each such REMIC 1 Regular Interest shall equal the amount set forth in the Preliminary Statement hereto as its initial Uncertificated Principal Balance. On each Distribution Date, the Uncertificated Principal Balance of each such REMIC 1 Regular Interest shall be reduced by all distributions of principal made on such REMIC 1 Regular Interest on such Distribution Date pursuant to Section 4.06 and, if and to the extent necessary and appropriate, shall be further reduced on such Distribution Date by Realized Losses as provided in Section 4.07, and the Uncertificated Principal Balance of REMIC 1 Regular Interest ZZ shall be increased by interest deferrals as provided in Section 4.07. The Uncertificated Principal Balance of each REMIC 1 Regular Interest shall never be less than zero.

“Uncertificated REMIC 1 Pass-Through Rate”: With respect to each REMIC 1 Regular Interest, a per annum rate (but not less than zero) equal to the Weighted Average Adjusted Net Mortgage Rate on the Mortgage Loans as of the Due Date in the prior calendar month (after giving effect to principal prepayments received in the Prepayment Period related to that prior Due Date).

“Underwriters”: BNP Paribas Securities Corp. and UBS Securities LLC.

“Uninsured Cause”: Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is not fully reimbursable by the hazard insurance policies or flood insurance policies required to be maintained pursuant to Section 3.13.

“United States Person”: A citizen or resident of the United States, a corporation or a partnership (including an entity treated as a corporation or partnership for United States federal income tax purposes) created or organized in, or under the laws of, the United States or any State thereof or the District of Columbia (except, in the case of a partnership, to the extent provided in regulations) provided that, for purposes solely of the restrictions on the transfer of Class R Certificates, no partnership or other entity treated as a partnership for United States federal income tax purposes shall be treated as a United States Person unless all persons that own an interest in such partnership either directly or through any entity that is not a corporation for United States federal income tax purposes are required by the applicable operative agreement to be United States Persons or an estate whose income is subject to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more such United States Persons have the authority to control all substantial decisions of the trust. To the extent prescribed in regulations by the Secretary of the Treasury, a trust which was in existence on August 20, 1996 (other than a trust treated as owned by the grantor under subpart E of part I of subchapter J of chapter 1 of the Code), and which was treated as a United States person on August 20, 1996 may elect to continue to be treated as a United States person notwithstanding the previous sentence.

“Unpaid Realized Loss Amount”: For any Class of Subordinate Certificates or Class A-5 Certificates, (x) the portion of the aggregate Applied Realized Loss Amount previously allocated to that Class remaining unpaid from prior Distribution Dates minus (y) any increase in the Certificate Principal Balance of that Class due to the allocation of Subsequent Recoveries to the Certificate Principal Balance of that Class.

“Voting Rights”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times during the term of this Agreement, (i) 97% of all Voting Rights will be allocated among the Holders of the Class A Certificates and Class M Certificates in proportion to the then outstanding Certificate Principal Balances of their respective Certificates and (ii) 1% of all Voting Rights will be allocated to the Holders of each Class of the Class R, Class C and Class P Certificates. The Voting Rights allocated to any Class of Certificates shall be allocated among all Holders of the Certificates of such Class in proportion to the outstanding Percentage Interests in such Class represented thereby.

Section 1.01 Determination of LIBOR.

On each LIBOR Determination Date, the Securities Administrator will determine One-Month LIBOR and the related Pass-Through Rate for each Class of LIBOR Certificates for the next Accrual Period.

In the event that on any LIBOR Determination Date, Telerate Screen 3750 fails to indicate the London interbank offered rate for one-month United States dollar deposits, then One-Month LIBOR for the LIBOR Certificates for the related Accrual Period will be established by the Securities Administrator as follows:

(a)

If on such LIBOR Determination Date two or more Reference Banks provide such offered quotations, One-Month LIBOR for the related Accrual Period shall be the arithmetic mean of such offered quotations (rounded upwards if necessary to the nearest whole multiple of 0.0625%).

(b)

If on such LIBOR Determination Date fewer than two Reference Banks provide such offered quotations, One-Month LIBOR for the related Accrual Period shall be the higher of (x) One-Month LIBOR as determined on the previous LIBOR Determination Date and (y) the Reserve Interest Rate.

(c)

If no such quotations can be obtained and no Reference Bank rate is available, One-Month LIBOR will be the One-Month LIBOR rate applicable to the preceding Accrual Period.

The establishment of One-Month LIBOR by the Securities Administrator on any LIBOR Determination Date and the Securities Administrator’s calculation of the Pass-Through Rate applicable to the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. The Securities Administrator will supply to any Certificateholder so requesting by telephone the Pass-Through Rate on the LIBOR Certificates for the current and the immediately preceding Accrual Period.

Section 1.02 [reserved].

Section 1.03 Allocation of Certain Interest Shortfalls.

For purposes of calculating the amount of Uncertificated Accrued Interest for the REMIC 1 Regular Interests for any Distribution Date, the aggregate amount of any Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated among REMIC 1 Regular Interest AA, each REMIC 1 Regular Interest for which an Offered Certificate or a Class P Certificate is the Corresponding Certificate and REMIC 1 Regular Interest ZZ, pro rata, based on, and to the extent of, one month’s interest at the then applicable respective Uncertificated REMIC 1 Pass-Through Rates on the respective Uncertificated Principal Balances of each such REMIC 1 Regular Interest.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01 Conveyance of Mortgage Loans.

The Depositor, as of the Closing Date, and concurrently with the execution and delivery hereof, does hereby assign, transfer, sell, set over and otherwise convey to the Trustee without recourse all the right, title and interest of the Depositor in and to (i) the Mortgage Loans identified on the Mortgage Loan Schedule (exclusive of any prepayment fees and late payment charges received thereon) and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders and (ii) the rights with respect to the Servicing Agreement as assigned to the Trustee on behalf of the Certificateholders by the Assignment, Assumption and Recognition Agreement. Such assignment includes all principal and interest received by the Servicer on or with respect to the Mortgage Loans (other than payment of principal and interest due on or before the Cut-off Date).

In connection with such transfer and assignment, the Depositor has caused the Seller with respect to each Mortgage Loan, to deliver to, and deposit to or at the direction of the Trustee, as described in the Mortgage Loan Purchase Agreement, with respect to each Mortgage Loan, the following documents or instruments:

With respect to each Mortgage Loan:

(i) the original Mortgage Note endorsed without recourse to the order of the Trustee or in blank, and showing an unbroken chain of endorsements from the original payee thereof to the Person endorsing it to the Trustee or in blank or, with respect to any Mortgage Loan as to which the original Mortgage Note has been lost or destroyed and has not been replaced, a Lost Note Affidavit;

(ii) the original Mortgage with evidence of recording thereon, or, if the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage certified by the Seller or the public recording office in which such original Mortgage has been recorded;

(iii) an assignment (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage in blank or to the Trustee (or to MERS, if the Mortgage Loan is registered on the MERS® System and noting the presence of a MIN) and otherwise in recordable form;

(iv) originals of any intervening assignments of the Mortgage, with evidence of recording thereon, or, if the original of any such intervening assignment has not yet been returned from the public recording office, a copy of such original intervening assignment certified by the Seller or the public recording office in which such original intervening assignment has been recorded;

(v) the original policy of title insurance (or a preliminary title report commitment for title insurance, if the policy is being held by the title insurance company pending recordation of the Mortgage); and

(vi) the original or a true and correct copy of any assumption, modification, consolidation or substitution agreement, if any, relating to the Mortgage Loan.

Within 30 days after the Closing Date, the Depositor shall complete or cause to be completed the Assignments of Mortgage in the name of “U.S. Bank National Association, as trustee under the Agreement relating to TBW Mortgage-Backed Trust Series 2006-5” (or shall prepare or cause to be prepared new forms of Assignment of Mortgage so completed in the name of the Trustee) for each Mortgage Property in a state, if any, which is specifically excluded from the Opinion of Counsel delivered by the Depositor to the Trustee and the Custodian, each such assignment shall be recorded in the appropriate public office for real property records, and returned to the Custodian, at no expense to the Trustee or the Custodian.

The Seller is obligated as described in the Mortgage Loan Purchase Agreement, with respect to the Mortgage Loans, to deliver to or at the direction of the Trustee: (a) either the original recorded Mortgage, or in the event such original cannot be delivered by the Seller, a copy of such Mortgage certified as true and complete by the appropriate recording office, in those instances where a copy thereof certified by the Seller was delivered to the Custodian as agent for the Trustee pursuant to clause (ii) above; and (b) either the original Assignment or Assignments of the Mortgage, with evidence of recording thereon, showing an unbroken chain of assignment from the originator to the Seller, or in the event such original cannot be delivered by the Seller, a copy of such Assignment or Assignments certified as true and complete by the appropriate recording office, in those instances where copies thereof certified by the Seller were delivered to the Custodian as agent for the Trustee pursuant to clause (iv) above. However, pursuant to the Mortgage Loan Purchase Agreement, the Seller need not cause to be recorded any assignment in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the Seller to the Trustee, the Custodian and the Rating Agencies, the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan; provided, however, notwithstanding the delivery of any Opinion of Counsel, each assignment shall be submitted for recording by the Seller in the manner described above, at no expense to the Issuing Entity, the Custodian or the Trustee, upon the earliest to occur of: (i) reasonable direction by the Holders of Certificates evidencing at least 25% of the Voting Rights, (ii) the occurrence of an Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and (v) if the Seller is not the Master Servicer and with respect to any one assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage.

Notwithstanding anything to the contrary contained in this Section 2.01, in those instances where the public recording office retains the original Mortgage after it has been recorded, the Seller shall be deemed to have satisfied its obligations hereunder upon delivery to the Custodian as agent for the Trustee of a copy of such Mortgage certified by the public recording office to be a true and complete copy of the recorded original thereof.

If any Assignment is lost or returned unrecorded to the Custodian as agent for the Trustee because of any defect therein, the Seller, as the case may be, is required, as described in the Mortgage Loan Purchase Agreement, to prepare a substitute Assignment or cure such defect, as the case may be, and the Seller, as applicable, shall cause such Assignment to be recorded in accordance with this section.

In connection with the assignment of any Mortgage Loan registered on the MERS® System, the Seller further agrees that it will cause, at the Seller’s own expense, as of the Closing Date, the MERS® System to indicate that such Mortgage Loans have been assigned by the Seller to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Trustee and (b) the code in the field “Pool Field” which identifies the series of the Certificates issued in connection with such Mortgage Loans. The Depositor further agrees that it will not, and will not permit the Servicer to alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement.

Except as may otherwise expressly be provided herein, none of the Depositor, the Custodian, the Master Servicer, or the Trustee shall (and the Master Servicer shall ensure that no Servicer shall) assign, sell, dispose of or transfer any interest in the Trust Fund or any portion thereof, or cause the Trust Fund or any portion thereof to be subject to any lien, claim, mortgage, security interest, pledge or other encumbrance.

It is intended that the conveyance of the Mortgage Loans by the Depositor to the Trustee as provided in this Section be, and be construed as, a sale of the Mortgage Loans as provided for in this Section 2.01 by the Depositor to the Trustee for the benefit of the Certificateholders. It is, further, not intended that such conveyance be deemed a pledge of the Mortgage Loans by the Depositor to the Trustee to secure a debt or other obligation of the Depositor. However, in the event that the Mortgage Loans are held to be property of the Depositor, or if for any reason this Agreement is held or deemed to create a security interest in the Mortgage Loans, then it is intended that, (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance provided for in this Section shall be deemed to be (1) a grant by the Depositor to the Trustee of a security interest in all of the Depositor’s right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to (A) the Mortgage Loans, including the Mortgage Notes, the Mortgages, any related Insurance Policies and all other documents in the related Mortgage Files, (B) all amounts payable to the holders of the Mortgage Loans in accordance with the terms thereof and (C) all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the Distribution Account, whether in the form of cash, instruments, securities or other property and (2) an assignment by the Depositor to the Trustee of any security interest in any and all of the Seller’s right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the property described in the foregoing clauses (1)(A) through (C); (c) the possession by the Custodian as agent for the Trustee or any other agent of the Trustee of Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction (including, without limitation, Sections 9-115, 9-305, 8-102, 8-301, 8-501 and 8-503 thereof); and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law. The Depositor shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans and the REMIC 1 Regular Interests, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Agreement.

Section 2.02 Acceptance of the Trust Fund by the Trustee.

The Trustee acknowledges receipt (subject to any exceptions noted in the Initial Certification described below), of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that it (or the Custodian on its behalf) holds and will hold such documents and the other documents delivered to Custodian as agent for the Trustee constituting the Mortgage Files, and that it holds or will hold such other assets included in the definition of “Trust Fund” (to the extent delivered or assigned to the Custodian as agent for the Trustee), in trust for the exclusive use and benefit of all present and future Certificateholders.

The Trustee agrees to cause, for the benefit of the Certificateholders, the Custodian as agent for the Trustee to review each Mortgage File on or before the Closing Date to ascertain that all documents required to be delivered to it are in its possession, and the Custodian as agent for the Trustee agrees to execute and deliver, or cause to be executed and delivered, to the Depositor on the Closing Date, with respect to each Mortgage Loan, an Initial Certification in the form annexed hereto as Exhibit C to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to this Agreement with respect to such Mortgage Loan are in its possession, and (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan. Neither the Custodian, the Trustee or the Master Servicer shall be under any duty to determine whether any Mortgage File should include any of the documents specified in clauses (v) or (vi) of Section 2.01(a). Neither the Custodian, the Trustee or the Master Servicer shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, valid, enforceable, appropriate for the represented purpose or that they have actually been recorded, or that they are in recordable form or that they are other than what they purport to be on their face.

Within 180 days of the Closing Date, with respect to the Mortgage Loans, the Custodian as agent for the Trustee shall deliver to the Depositor a Final Certification in the form annexed hereto as Exhibit D evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon.

If in the process of reviewing the Mortgage Files and preparing the certifications referred to above the Custodian as agent for the Trustee or the Master Servicer finds any document or documents constituting a part of a Mortgage File to be missing or not in compliance with the criteria as set forth herein, the Custodian as agent for the Trustee shall promptly notify the Trustee, the Seller, the Depositor and the Securities Administrator (which may be by an exception report). The Seller shall cure any such defect within 90 days from the date on which the Seller was notified of such defect, and if the Seller does not cure such defect in all material respects during such period, the Trustee shall request on behalf of the Certificateholders that the Seller purchase such Mortgage Loan from the Trust Fund at the Purchase Price within 90 days after the date on which the Seller was notified of such defect; provided that if such defect would cause the Mortgage Loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered. It is understood and agreed that the obligation of the Seller to cure a material defect in, or purchase any Mortgage Loan as to which a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to Certificateholders or the Trustee on behalf of Certificateholders. The Purchase Price for the purchased Mortgage Loan shall be deposited or caused to be deposited upon receipt by the Securities Administrator in the Distribution Account and, upon receipt by the Custodian as agent for the Trustee and the Securities Administrator of written notification of such deposit signed by a Servicing Officer, the Custodian as agent for the Trustee shall release or cause to be released to the Seller the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller shall require as necessary to vest in the Seller ownership of any Mortgage Loan released pursuant hereto and at such time neither the Custodian nor the Trustee shall have any further responsibility with respect to the related Mortgage File. In furtherance of the foregoing, if the Seller is not a member of MERS and the Mortgage is registered on the MERS® System, the Servicer, at the Seller’s expense, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS® System in accordance with MERS’ rules and regulations.

In connection with any repurchase of a Mortgage Loan or the cure of a breach of a representation or warranty pursuant to this Section 2.02, the Seller shall promptly furnish to the Securities Administrator and the Trustee an officer’s certificate, signed by a duly authorized officer of the Seller to the effect that such repurchase or cure has been made in accordance with the terms and conditions of this Agreement and that all conditions precedent to such repurchase or cure have been satisfied, including the delivery to the Securities Administrator of the Purchase Price for deposit into the Distribution Account, together with copies of any Opinion of Counsel required to be delivered pursuant to this Agreement and the related Request for Release, in which the Securities Administrator and the Trustee may rely. Solely for purposes of the Securities Administrator providing an Assessment of Compliance, upon receipt of such documentation, the Securities Administrator shall approve such repurchase, substitution or cure, as applicable, and which approval shall consist solely of the Securities Administrator’s receipt of such documentation and deposits.

Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the Depositor.

(a) The Master Servicer hereby represents and warrants to and covenants with the Depositor for the benefit of Certificateholders and the Trustee that:

(i) The Master Servicer is, and throughout the term hereof shall remain, a national banking association duly organized, validly existing and in good standing under the laws of the state of its incorporation, the Master Servicer is, and shall remain, in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, and the Master Servicer or an affiliate is, and shall remain, approved to service Mortgage Loans for Fannie Mae and Freddie Mac;

(ii) The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, will not violate the Master Servicer’s articles of incorporation or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;

(iii) The Master Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;

(iv) This Agreement, assuming due authorization, execution and delivery by the Depositor and the Trustee, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;

(v) The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer;

(vi) No litigation is pending (other than litigation with respect to which pleadings or documents have been filed with a court, but not served on the Master Servicer) or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement or is likely to affect materially and adversely either the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer;

(vii) The Master Servicer will comply in all material respects in the performance of this Agreement with all reasonable rules and requirements of each insurer under each Insurance Policy;

(viii) The execution of this Agreement and the performance of the Master Servicer’s obligations hereunder do not require any license, consent or approval of any state or federal court, agency, regulatory authority or other governmental body having jurisdiction over the Master Servicer, other than such as have been obtained; and

(ix) No information, certificate of an officer, statement furnished in writing or report delivered to the Depositor, any affiliate of the Depositor or the Trustee by the Master Servicer in its capacity as Master Servicer, will, to the knowledge of the Master Servicer, contain any untrue statement of a material fact.

It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.03(a) shall survive the execution and delivery of this Agreement, and shall inure to the benefit of the Depositor, the Trustee and the Certificateholders. Upon discovery by any of the Depositor, the Trustee, the Securities Administrator or the Master Servicer of a breach of any of the foregoing representations, warranties and covenants that materially and adversely affects the interests of the Depositor or the Trustee or the value of any Mortgage Loan or Prepayment Charge, the party discovering such breach shall give prompt written notice to the other parties.

(b) The Depositor hereby represents and warrants to the Master Servicer, the Securities Administrator and the Trustee for the benefit of Certificateholders that as of the Closing Date

(i) the Depositor (a) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and (b) is qualified and in good standing as a foreign corporation to do business in each jurisdiction where such qualification is necessary, except where the failure so to qualify would not reasonably be expected to have a material adverse effect on the Depositor’s business as presently conducted or on the Depositor’s ability to enter into this Agreement and to consummate the transactions contemplated hereby;

(ii) the Depositor has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement;

(iii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the articles of incorporation or by-laws of the Depositor, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Depositor’s ability to enter into this Agreement and to consummate the transactions contemplated hereby;

(iv) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made;

(v) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally);

(vi) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened against the Depositor, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect the Depositor’s ability to enter into this Agreement or perform its obligations under this Agreement; and the Depositor is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;

(vii) The Depositor has filed all reports required to be filed by Section 13 or Section 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Depositor was required to file such reports) and it has been subject to such filing requirements for the past 90 days; and

(viii) immediately prior to the transfer and assignment to the Trustee, each Mortgage Note and each Mortgage were not subject to an assignment or pledge, and the Depositor had good and marketable title to and was the sole owner thereof and had full right to transfer and sell such Mortgage Loan to the Trustee free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest.

It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.03(b) shall survive the execution and delivery of this Agreement, and shall inure to the benefit of the Master Servicer, Securities Administrator, the Trustee and the Certificateholders. Upon discovery by either the Depositor, the Master Servicer, the Securities Administrator, the Custodian or the Trustee of a breach of any representation or warranty set forth in this Section 2.03 which materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties.

Section 2.04 Assignment of Interest in the Mortgage Loan Purchase Agreement.

The Depositor hereby assigns to the Trustee for the benefit of Certificateholders all of its rights (but none of its obligations) in, to and under the Mortgage Loan Purchase Agreement and the Depositor’s rights pursuant to the Servicing Agreement. Insofar as the Mortgage Loan Purchase Agreement relates to such representations and warranties and any remedies provided thereunder for any breach of such representations and warranties, such right, title and interest may be enforced by the Trustee on behalf of the Certificateholders. Upon the discovery by the Depositor, the Master Servicer, the Securities Administrator or the Trustee of a breach of any of the representations and warranties made in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially and adversely affects the value of a Mortgage Loan or the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall promptly notify the Seller of such breach and request that the Seller shall, within 90 days from the date that the Seller was notified or otherwise obtained knowledge of such breach, either (i) cure such breach in all material respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02; provided that if such breach would cause the Mortgage Loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered. However, in the case of a breach under the Mortgage Loan Purchase Agreement, subject to the approval of the Depositor, the Seller shall have the option to substitute a Eligible Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date, except that if the breach would cause the Mortgage Loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3) of the Code, any such substitution must occur within 90 days from the date the breach was discovered if such 90 day period expires before two years following the Closing Date. In the event that Seller elects to substitute a Eligible Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, the Trustee shall enforce the obligation of the Seller under the Mortgage Loan Purchase Agreement to deliver to the Custodian as agent for the Trustee and the Master Servicer, as appropriate, with respect to such Eligible Substitute Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment of the Mortgage in recordable form, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed as required by Section 2.01. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution, to the extent received by the Master Servicer or any Subservicer, shall not be part of the Trust Fund and will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Distribution Date. For the month of substitution, distributions to Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Depositor shall amend or cause to be amended the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loan or Loans and the Depositor shall deliver the amended Mortgage Loan Schedule to the Custodian as agent for the Trustee. Upon such substitution, the Eligible Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, the Seller shall be deemed to have made the representations and warranties with respect to the Eligible Substitute Mortgage Loan contained in the Mortgage Loan Purchase Agreement as of the date of substitution, and the Depositor shall be deemed to have made with respect to any Eligible Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties set forth in the Mortgage Loan Purchase Agreement (other than any statistical representations set forth therein).

In connection with the substitution of one or more Eligible Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the amount (the “Substitution Adjustment”), if any, by which the aggregate principal balance of all such Eligible Substitute Mortgage Loans as of the date of substitution is less than the Aggregate Stated Principal Balance of all such Deleted Mortgage Loans (in each case after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to Certificateholders in the month of substitution). In accordance with the Mortgage Loan Purchase Agreement, the Seller shall give notice in writing to the Trustee, the Custodian and the Securities Administrator of such event, which notice shall be accompanied by an Officers’ Certificate as to the calculation of such shortfall (and that such shortfall, if any, has been Deposited into the Distribution Account) and by an Opinion of Counsel to the effect that such substitution will not cause (a) any federal tax to be imposed on any Trust REMIC, including without limitation, any federal tax imposed on “prohibited transactions” under Section 860F(a)(1) of the Code or on “contributions after the startup date” under Section 860G(d)(1) of the Code or (b) any portion of any Trust REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding. The costs of any substitution as described above, including any related assignments, opinions or other documentation in connection therewith shall be borne by the Seller.

In connection with any repurchase of a Mortgage Loan, substitution or the cure of a breach of a representation or warranty pursuant to Section 2.02 and this Section 2.04, the Seller shall promptly furnish to the Securities Administrator and the Trustee an officer’s certificate, signed by a duly authorized officer of the Seller to the effect that such repurchase, substitution or cure has been made in accordance with the terms and conditions of this Agreement and that all conditions precedent to such repurchase, substitution or cure have been satisfied, including the delivery to the Securities Administrator of the Purchase Price or Substitution Adjustment amount, as applicable, for deposit into the Distribution Account, together with copies of any Opinion of Counsel required to be delivered pursuant to this Agreement and the related Request for Release, in which the Securities Administrator and the Trustee may rely. Solely for purposes of the Securities Administrator providing an Assessment of Compliance, upon receipt of such documentation, the Securities Administrator shall approve such repurchase, substitution or cure, as applicable, and which approval shall consist solely of the Securities Administrator’s receipt of such documentation and deposits.

Except as expressly set forth herein, none of the Trustee, the Custodian, the Securities Administrator or the Master Servicer is under any obligation to discover any breach of the above-mentioned representations and warranties. It is understood and agreed that the obligation of the Seller to cure such breach, purchase or to substitute for such Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of Certificateholders.

Section 2.05 Issuance of Certificates; Conveyance of Regular Interests and Acceptance of REMIC 1 and REMIC 2 by the Trustee.

(a) The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery to the Custodian as agent for the Trustee of the Mortgage Files, subject to the provisions of Sections 2.01 and 2.02, together with the assignment to it of all other assets included in the Trust Fund, receipt of which is hereby acknowledged. Concurrently with such assignment and delivery and in exchange therefor, the Securities Administrator, pursuant to the written request of the Depositor executed by an officer of the Depositor, has executed, authenticated and delivered to or upon the order of the Depositor, the Certificates in authorized denominations. The interests evidenced by the Certificates, constitute the entire beneficial ownership interest in the Trust Fund.

(b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to REMIC 1 for the benefit of the holders of the REMIC 1 Regular Interests and Holders of the Class R Certificates (in respect of the Class R-1 Interest). The Trustee acknowledges receipt of REMIC 1 and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the REMIC 1 Regular Interests and Holders of the Class R Certificates (in respect of the Class R-1 Interest). The interests evidenced by the Class R-1 Interest, together with the REMIC 1 Regular Interests, constitute the entire beneficial ownership interest in REMIC 1.

(c) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC 1 Regular Interests (which are uncertificated) for the benefit of the Holders of the Regular Certificates and the Class R Certificates (in respect of the Class R-2 Interest). The Trustee acknowledges receipt of the REMIC 1 Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of the Holders of the Regular Certificates and the Class R Certificates (in respect of the Class R-2 Interest). The interests evidenced by the Class R-2 Interest, together with the Regular Certificates, constitute the entire beneficial ownership interest in REMIC 2.

Section 2.06 Negative Covenants of the Trustee and Master Servicer.

Except as otherwise expressly permitted by this Agreement the Trustee, the Securities Administrator and Master Servicer shall not cause the Trust Fund to:

(i) sell, transfer, exchange or otherwise dispose of any of the assets of the Trust Fund;

(ii) dissolve or liquidate the Trust Fund in whole or in part;

(iii) engage, directly or indirectly, in any business other than that arising out of the issue of the Certificates, and the actions contemplated or required to be performed under this Agreement;

(iv) incur, create or assume any indebtedness for borrowed money;

(v) voluntarily file a petition for bankruptcy, reorganization, assignment for the benefit of creditors or similar proceeding; or

(vi) merge, convert or consolidate with any other Person.

Section 2.07 Purposes and Powers of the Issuing Entity.

The purpose of the common law trust, as created hereunder, is to engage in the following activities:

(a) acquire and hold the Mortgage Loans and the other assets of the Trust Fund and the proceeds therefrom;

(b) to issue the Certificates sold to the Depositor in exchange for the Mortgage Loans;

(d) to engage in those activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and

(e) subject to compliance with this Agreement, to engage in such other activities as may be required in connection with conservation of the Trust Fund and the making of distributions to the Certificateholders.

The Issuing Entity is hereby authorized to engage in the foregoing activities. The Trustee shall not knowingly cause the Issuing Entity to engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement while any Certificate is outstanding, and this Section 2.07 may not be amended, without the consent of the Certificateholders evidencing 51% or more of the aggregate voting rights of the Certificates.

ARTICLE III

ADMINISTRATION AND SERVICING

OF THE TRUST FUND

Section 3.01 Administration and Servicing of Mortgage Loans.

(a) The Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing Agreement. The Master Servicer shall independently and separately monitor the Servicer’s servicing activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 4.03, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Distribution Account pursuant to the Servicing Agreement.

In addition to the foregoing, in connection with a modification of any Mortgage Loan by the Servicer, if the Master Servicer is unable to enforce the obligations of the Servicer with respect to such modification, the Master Servicer shall notify the Depositor of such Servicer’s failure to comply with the terms of the Servicing Agreement or this Agreement. If the Servicing Agreement requires the approval of the Master Servicer for a modification to a Mortgage Loan, the Master Servicer shall approve such modification if, based upon its receipt of written notification from the Servicer outlining the terms of such modification and appropriate supporting documentation, the Master Servicer determines that the modification is permitted under the terms of the Servicing Agreement and that any conditions to such modification set forth in the Servicing Agreement have been satisfied. Furthermore, if the Servicing Agreement requires the oversight and monitoring of loss mitigation measures with respect to the related Mortgage Loans, the Master Servicer will monitor any loss mitigation procedure or recovery action related to a defaulted Mortgage Loan (to the extent it receives notice of such from the Servicer) and confirm that such loss mitigation procedure or recovery action is initiated, conducted and concluded in accordance with any timeframes and any other requirements set forth in the Servicing Agreement, and the Master Servicer shall notify the Depositor in any case in which the Master Servicer believes that the Servicer is not complying with such timeframes and/or other requirements.

The Trustee shall furnish the Servicer and the Master Servicer with a separate power of attorney in the standard form used by the Trustee in the form of Exhibit R to the extent necessary and appropriate to enable the Servicer and the Master Servicer to service and administer the Mortgage Loans and REO Property. The Trustee shall not be liable for the actions of any Servicer or the Master Servicer under such powers of attorney.

The Trustee shall provide access to the records and documentation in possession of the Trustee regarding the Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s actual costs.

The Trustee shall execute and deliver to the Servicer and the Master Servicer any court pleadings, requests for trustee’s sale or other documents necessary or desirable to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or security instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or security instrument or otherwise available at law or equity.

(b) Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is in conformity with the Accepted Servicing Practices; provided, however, that:

(A) the Master Servicer shall not make future advances (except as provided in Section 4.03);

(B) the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless (i) the Mortgagor is in default with respect to the Mortgage Loan or (ii) such default is, in the judgment of the Master Servicer, reasonably foreseeable); and

(C) the Master Servicer shall not consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan, in each case that would: (1) affect adversely the status of any Trust REMIC as a REMIC, (2) cause any Trust REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions, or (3) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any Trust REMIC to fail to qualify as a REMIC under the Code or be subject to the imposition of any tax on “prohibited transactions” or “contributions” after the Startup Day under the REMIC Provisions.

The provisions of this Section 3.01(b) shall apply to the exercise of such waiver, modification, postponement or indulgence rights by the Master Servicer in its capacity as such and shall not apply to the exercise of any similar rights by the Servicer, who shall instead be subject to the provisions of the Servicing Agreement. Such waiver, modification, postponement and indulgence rights of the Master Servicer set forth in this Section shall not be construed as a duty.

(c) The Master Servicer shall enforce the obligation of the Servicer under the Servicing Agreement in connection with the waiver of Prepayment Charges in accordance with the criteria therein and to pay the amount of any waived Prepayment Charges.

Section 3.02 REMIC-Related Covenants.

For as long as each Trust REMIC shall exist, the Trustee, the Master Servicer and the Securities Administrator shall act in accordance herewith to assure continuing treatment of each such Trust REMIC as a REMIC, and the Trustee, the Master Servicer and the Securities Administrator shall comply with any directions of the Depositor, the Servicer or the Master Servicer to assure such continuing treatment. In particular, unless otherwise expressly permitted in the Agreement, (a) the Trustee shall not sell or permit the sale of all or any portion of the Mortgage Loans, (b) the Securities Administrator shall not sell or permit the sale of all or any portion or of any investment of deposits in an Account unless, in each such case, such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee and the Securities Administrator have received a REMIC Opinion addressed to the Trustee and the Securities Administrator prepared at the expense of the Trust Fund; and (c) other than with respect to a substitution pursuant to the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as applicable, the Securities Administrator shall not accept any contribution to any REMIC after the Startup Day without receipt of a REMIC Opinion addressed to the Securities Administrator.

Section 3.03 Monitoring of Servicer.

(a) The Master Servicer shall be responsible for reporting to the Trustee and the Depositor the non-compliance by the Servicer with its duties under the Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an officer’s certificate of the Servicer (or similar document signed by an officer of the Servicer) with regard to the Servicer’s compliance with the terms of its Servicing Agreement. In the event that the Master Servicer, in its judgment, determines that the Servicer should be terminated in accordance with its Servicing Agreement, or that a notice should be sent pursuant to such Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor and the Trustee thereof and the Master Servicer shall issue such notice or take such other action as it deems appropriate.

(b) The Master Servicer, for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Servicer under the Servicing Agreement, and shall, in the event that the Servicer fails to perform its obligations in accordance with the Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the Servicer thereunder and act as servicer of the related Mortgage Loans or to cause the Trustee to enter in to a new Servicing Agreement with a successor Servicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 100 days) before the actual servicing functions can be fully transferred to such successor Servicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action.

(c) To the extent that the costs and expenses of the Master Servicer related to any termination of the Servicer, appointment of a successor Servicer or the transfer and assumption of servicing by the Master Servicer with respect to any Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event of default by the Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service to service the Mortgage Loans in accordance with the Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Account.

(d) The Master Servicer shall require the Servicer to comply with the remittance requirements and other obligations set forth in the Servicing Agreement.

(e) If the Master Servicer acts as Servicer, it will not assume liability for the representations and warranties of the Servicer, if any, that it replaces.

Section 3.04 Fidelity Bond.

The Master Servicer, at its expense, shall maintain in effect a blanket fidelity bond and an errors and omissions insurance policy, affording coverage with respect to all directors, officers, employees and other Persons acting on such Master Servicer’s behalf, and covering errors and omissions in the performance of the Master Servicer’s obligations hereunder. The errors and omissions insurance policy and the fidelity bond shall be in such form and amount generally acceptable for entities serving as master servicers or trustees.

Section 3.05 Power to Act; Procedures.

The Master Servicer shall master service the Mortgage Loans and shall have full power and authority, subject to the REMIC Provisions and the provisions of Article X hereof, to do any and all things that it may deem necessary or desirable in connection with the master servicing and administration of the Mortgage Loans, including but not limited to the power and authority (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages, (iii) to collect any Insurance Proceeds, Liquidation Proceeds and Subsequent Recoveries, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan, in each case, in accordance with the provisions of this Agreement and the Servicing Agreement, as applicable; provided, however, that the Master Servicer shall not (and, consistent with its responsibilities under Section 3.03, shall not permit the Servicer to) knowingly or intentionally take any action, or fail to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, could cause any Trust REMIC to fail to qualify as a REMIC or result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) unless the Master Servicer has received an Opinion of Counsel (but not at the expense of the Master Servicer) to the effect that the contemplated action would not cause any Trust REMIC to fail to qualify as a REMIC or result in the imposition of a tax upon any Trust REMIC. The Trustee shall furnish the Master Servicer, upon written request from a Servicing Officer, with the Trustee’s standard form of power of attorney in the form of Exhibit R empowering the Master Servicer or the Servicer to execute and deliver instruments of satisfaction or cancellation, or of partial or full release or discharge, and to foreclose upon or otherwise liquidate Mortgaged Property, and to appeal, prosecute or defend in any court action relating to the Mortgage Loans or the Mortgaged Property, in accordance with the Servicing Agreement and this Agreement, and the Trustee shall execute and deliver such other documents, as the Master Servicer may request, to enable the Master Servicer to master service and administer the Mortgage Loans and carry out its duties hereunder, in each case in accordance with Accepted Master Servicing Practices (and the Trustee shall have no liability for the use of any such powers of attorney by the Master Servicer or the Servicer). If the Master Servicer or the Trustee has been advised that it is likely that the laws of the state in which action is to be taken prohibit such action if taken in the name of the Trustee or that the Trustee would be adversely affected under the “doing business” or tax laws of such state if such action is taken in its name, the Master Servicer shall join with the Trustee in the appointment of a co-trustee pursuant to Section 8.10 hereof. In the performance of its duties hereunder, the Master Servicer shall be an independent contractor and shall not be deemed to be the agent of the Trustee.

Section 3.06 Due-on-Sale Clauses; Assumption Agreements.

To the extent provided in the Servicing Agreement, to the extent Mortgage Loans contain enforceable due-on-sale clauses, the Master Servicer shall cause the Servicer to enforce such clauses in accordance with the Servicing Agreement. If applicable law prohibits the enforcement of a due-on-sale clause or such clause is otherwise not enforced in accordance with the Servicing Agreement, and, as a consequence, a Mortgage Loan is assumed, the original Mortgagor may be released from liability in accordance with the Servicing Agreement.

Section 3.07 Release of Mortgage Files.

(a) Upon becoming aware of the payment in full of any Mortgage Loan, or the receipt by the Servicer of a notification that payment in full has been escrowed in a manner customary for such purposes for payment to Certificateholders on the next Distribution Date, the Servicer will, if required under the Servicing Agreement (or if the Servicer does not, the Master Servicer may), promptly furnish to the Custodian, on behalf of the Trustee, two copies of a certification substantially in the form of Exhibit F hereto signed by an officer of the Servicer or in a mutually agreeable electronic format which will, in lieu of a signature on its face, originate from a Servicing Officer (which certification shall include a statement to the effect that all amounts received in connection with such payment that are required to be deposited in the Protected Account maintained by the Servicer pursuant to Section 3.16 or by the Servicer pursuant to its Servicing Agreement have been or will be so deposited) and shall request that the Custodian, on behalf of the Trustee, deliver to the Servicer the related Mortgage File. Upon receipt of such certification and Request for Release, the Custodian, on behalf of the Trustee, shall release the related Mortgage File to the Servicer within five (5) Business Days and the Trustee and Custodian shall have no further responsibility with regard to such Mortgage File. Upon any such payment in full, the Servicer is authorized, to give as the mortgagee under the Mortgage that secured the Mortgage Loan, an instrument of satisfaction (or assignment of mortgage without recourse) regarding the Mortgaged Property subject to the Mortgage, which instrument of satisfaction or assignment, as the case may be, shall be delivered to the Person or Persons entitled thereto against receipt therefor of such payment, it being understood and agreed that no expenses incurred in connection with such instrument of satisfaction or assignment, as the case may be, shall be chargeable to the Protected Account.

(b) From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan and in accordance with the Servicing Agreement, the Trustee shall execute such documents as shall be prepared and furnished to the Trustee by the Servicer or the Master Servicer (in form reasonably acceptable to the Trustee) and as are necessary to the prosecution of any such proceedings. The Custodian, on behalf of the Trustee, shall, upon the request of the Servicer or the Master Servicer, and delivery to the Custodian, on behalf of the Trustee, of two copies of a request for release signed by a Servicing Officer substantially in the form of Exhibit F (or in a mutually agreeable electronic format which will, contain a signature on its face and originate from a Servicing Officer), release the related Mortgage File held in its possession or control to the Servicer or the Master Servicer, as applicable. Such trust receipt shall obligate the Servicer or the Master Servicer to return the Mortgage File to the Custodian on behalf of the Trustee, when the need therefor by the Servicer or the Master Servicer no longer exists unless the Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate of a Servicing Officer similar to that hereinabove specified, the Mortgage File shall be released by the Custodian, on behalf of the Trustee, to the Servicer or the Master Servicer.

Section 3.08 Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee.

(a) The Master Servicer shall transmit and the Servicer (to the extent required by the Servicing Agreement) shall transmit to the Custodian on behalf of the Trustee such documents and instruments coming into the possession of the Master Servicer or the Servicer from time to time as are required by the terms hereof, or in the case of the Servicer, the Servicing Agreement, to be delivered to the Trustee or the Custodian. Any funds received by the Master Servicer or by the Servicer in respect of any Mortgage Loan or which otherwise are collected by the Master Servicer or by the Servicer as Liquidation Proceeds, Insurance Proceeds or Subsequent Recoveries in respect of any Mortgage Loan shall be held for the benefit of the Trustee and the Certificateholders subject to the Master Servicer’s right to retain or withdraw from the Distribution Account the Master Servicing Compensation and other amounts provided in this Agreement, and to the right of the Servicer to retain its Servicing Fee and other amounts as provided in the Servicing Agreement. The Master Servicer shall, and (to the extent provided in the Servicing Agreement) shall cause the Servicer to, provide access to information and documentation regarding the Mortgage Loans to the Trustee, its agents and accountants at any time upon reasonable request in writing and during normal business hours, and to Certificateholders that are savings and loan associations, banks or insurance companies, the Office of Thrift Supervision, the FDIC and the supervisory agents and examiners of such Office and Corporation or examiners of any other federal or state banking or insurance regulatory authority if so required by applicable regulations of the Office of Thrift Supervision or other regulatory authority, such access to be afforded without charge but only upon reasonable request in writing and during normal business hours at the offices of the Master Servicer designated by it. In fulfilling such a request the Master Servicer shall not be responsible for determining the sufficiency of such information.

(b) All Mortgage Files and funds collected or held by, or under the control of, the Master Servicer, in respect of any Mortgage Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds, Insurance Proceeds or Subsequent Recoveries, shall be held by the Master Servicer for and on behalf of the Trustee and the Certificateholders and shall be and remain the sole and exclusive property of the Trustee; provided, however, that the Master Servicer and the Servicer shall be entitled to setoff against, and deduct from, any such funds any amounts that are properly due and payable to the Master Servicer or the Servicer under this Agreement or the Servicing Agreement.

Section 3.09 Standard Hazard Insurance and Flood Insurance Policies.

(a) For each Mortgage Loan, the Master Servicer shall enforce any obligation of the Servicer under the Servicing Agreement to maintain or cause to be maintained standard fire and casualty insurance and, where applicable, flood insurance, all in accordance with the provisions of the Servicing Agreement. It is understood and agreed that such insurance shall be with insurers meeting the eligibility requirements set forth in the Servicing Agreement and that no earthquake or other additional insurance is to be required of any Mortgagor or to be maintained on property acquired in respect of a defaulted loan, other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance.

(b) Pursuant to Section 3.16 and 3.19, any amounts collected by the Servicer or the Master Servicer, under any insurance policies (other than amounts to be applied to the restoration or repair of the property subject to the related Mortgage or released to the Mortgagor in accordance with the Servicing Agreement) shall be deposited into the Distribution Account, subject to withdrawal pursuant to Section 3.16 and 3.20. Any cost incurred by the Master Servicer or the Servicer in maintaining any such insurance if the Mortgagor defaults in its obligation to do so shall be added to the amount owing under the Mortgage Loan where the terms of the Mortgage Loan so permit; provided, however, that the addition of any such cost shall not be taken into account for purposes of calculating the distributions to be made to Certificateholders and shall be recoverable by the Master Servicer or the Servicer pursuant to Section 3.16 and 3.20.

Section 3.10 Presentment of Claims and Collection of Proceeds.

The Master Servicer shall (to the extent provided in the Servicing Agreement) cause the Servicer to prepare and present on behalf of the Trustee and the Certificateholders all claims under the Insurance Policies and take such actions (including the negotiation, settlement, compromise or enforcement of the insured’s claim) as shall be necessary to realize recovery under such policies. Any proceeds disbursed to the Master Servicer (or disbursed to the Servicer and remitted to the Master Servicer) in respect of such policies, bonds or contracts shall be promptly deposited in the Distribution Account upon receipt, except that any amounts realized that are to be applied to the repair or restoration of the related Mortgaged Property as a condition precedent to the presentation of claims on the related Mortgage Loan to the insurer under any applicable Insurance Policy need not be so deposited (or remitted).

Section 3.11 Maintenance of the Primary Mortgage Insurance Policies.

(a) The Master Servicer shall not take, or permit the Servicer (to the extent such action is prohibited under the Servicing Agreement) to take, any action that would result in noncoverage under any applicable Primary Mortgage Insurance Policy of any loss which, but for the actions of the Master Servicer or the Servicer, would have been covered thereunder. The Master Servicer shall use its best reasonable efforts to cause the Servicer (to the extent required under the Servicing Agreement) to keep in force and effect (to the extent that the Mortgage Loan requires the Mortgagor to maintain such insurance), primary mortgage insurance applicable to each Mortgage Loan in accordance with the provisions of this Agreement and the Servicing Agreement, as applicable. The Master Servicer shall not, and shall not permit the Servicer (to the extent required under the Servicing Agreement) to, cancel or refuse to renew any such Primary Mortgage Insurance Policy that is in effect at the date of the initial issuance of the Mortgage Note and is required to be kept in force hereunder except in accordance with the provisions of this Agreement and the Servicing Agreement, as applicable.

(b) The Master Servicer agrees to present, or to cause the Servicer (to the extent required under the Servicing Agreement) to present, on behalf of the Trustee and the Certificateholders, claims to the insurer under any Primary Mortgage Insurance Policies and, in this regard, to take such reasonable action as shall be necessary to permit recovery under any Primary Mortgage Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Section 3.19, any amounts collected by the Master Servicer or the Servicer under any Primary Mortgage Insurance Policies shall be deposited in the Distribution Account, subject to withdrawal pursuant to Section 3.20.

Section 3.12 Trustee to Retain Possession of Certain Insurance Policies and Documents.

The Trustee (or the Custodian, as directed by the Trustee), shall retain possession and custody of the originals (to the extent available) of any Primary Mortgage Insurance Policies, or certificate of insurance if applicable, and any certificates of renewal as to the foregoing as may be issued from time to time as contemplated by this Agreement. Until all amounts distributable in respect of the Certificates have been distributed in full and the Master Servicer otherwise has fulfilled its obligations under this Agreement, the Trustee (or its Custodian, if any, as directed by the Trustee) shall also retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions of this Agreement. The Master Servicer shall promptly deliver or cause to be delivered to the Trustee (or the Custodian, as directed by the Trustee), upon the execution or receipt thereof the originals of any Primary Mortgage Insurance Policies, any certificates of renewal, and such other documents or instruments that constitute portions of the Mortgage File that come into the possession of the Master Servicer from time to time.

Section 3.13 Realization Upon Defaulted Mortgage Loans.

The Master Servicer shall cause the Servicer (to the extent required under the Servicing Agreement) to foreclose upon, repossess or otherwise comparably convert the ownership of Mortgaged Properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments, all in accordance with the Servicing Agreement.

Section 3.14 Compensation for the Master Servicer.

The Master Servicer will be entitled to all income and gain realized from any investment of funds in the Distribution Account (the “Master Servicing Compensation”), pursuant to Article IV, for the performance of its activities hereunder. The Master Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder and shall not be entitled to reimbursement therefor except as provided in this Agreement.

Section 3.15 REO Property.

(a) In the event the Issuing Entity acquires ownership of any REO Property in respect of any related Mortgage Loan, the deed or certificate of sale shall be issued to the Trustee, or to its nominee, on behalf of the related Certificateholders. The Master Servicer shall, to the extent provided in the Servicing Agreement, cause the Servicer to sell any REO Property as expeditiously as possible and in accordance with the provisions of this Agreement and the Servicing Agreement, as applicable. Pursuant to its efforts to sell such REO Property, the Master Servicer shall cause the Servicer to protect and conserve, such REO Property in the manner and to the extent required by the Servicing Agreement, in accordance with the REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code.

(b) The Master Servicer shall, to the extent required by the Servicing Agreement, cause the Servicer to deposit all funds collected and received in connection with the operation of any REO Property in the Protected Account.

(c) The Master Servicer and the Servicer, upon the final disposition of any REO Property, shall be entitled to reimbursement for any related unreimbursed Advances and other unreimbursed advances as well as any unpaid Servicing Fees from Liquidation Proceeds received in connection with the final disposition of such REO Property; provided, that any such unreimbursed Advances as well as any unpaid Servicing Fees may be reimbursed or paid, as the case may be, prior to final disposition, out of any net rental income or other net amounts derived from such REO Property.

(d) To the extent provided in the Servicing Agreement, the Liquidation Proceeds from the final disposition of the REO Property, net of any payment to the Master Servicer and the Servicer as provided above shall be deposited in the Protected Account on or prior to the Determination Date in the month following receipt thereof and be remitted by wire transfer in immediately available funds to the Securities Administrator for deposit into the Distribution Account on the next succeeding Servicer Remittance Date.

Section 3.16 Protected Accounts.

(a) The Master Servicer shall enforce the obligation of the Servicer to establish and maintain a Protected Account in accordance with the Servicing Agreement, with records to be kept with respect thereto on a Mortgage Loan by Mortgage Loan basis, into which accounts shall be deposited within 48 hours (or as of such other time specified in the Servicing Agreement) of receipt, all collections of principal and interest on any Mortgage Loan and any REO Property received by the Servicer, including Principal Prepayments, Insurance Proceeds, Liquidation Proceeds, and advances made from the Servicer’s own funds (less servicing compensation as permitted by the Servicing Agreement in the case of the Servicer) and all other amounts to be deposited in the Protected Account. The Servicer is hereby authorized to make withdrawals from and deposits to the related Protected Account for purposes required or permitted by this Agreement. To the extent provided in the Servicing Agreement, the Protected Account shall be held by a Designated Depository Institution and segregated on the books of such institution in the name of the Securities Administrator on behalf of the Trustee for the benefit of Certificateholders.

(b) To the extent provided in the Servicing Agreement, amounts on deposit in a Protected Account may be invested in Permitted Investments in the name of the Securities Administrator on behalf of the Trustee for the benefit of Certificateholders and, except as provided in the preceding paragraph, not commingled with any other funds. Such Permitted Investments shall mature, or shall be subject to redemption or withdrawal, no later than the date on which such funds are required to be withdrawn for deposit in the Distribution Account, and shall be held until required for such deposit. The income earned from Permitted Investments made pursuant to this Section 3.16 shall be paid to the Servicer under the Servicing Agreement, and the risk of loss of moneys required to be distributed to the Certificateholders resulting from such investments shall be borne by and be the risk of the Servicer. The Servicer (to the extent provided in the Servicing Agreement) shall deposit the amount of any such loss in the Protected Account within two Business Days of receipt of notification of such loss but not later than the second Business Day prior to the Servicer Remittance Date on which the moneys so invested are required to be distributed to the Securities Administrator.

(c) To the extent provided in the Servicing Agreement and subject to this Article III, on or before each Servicer Remittance Date, the Servicer shall withdraw or shall cause to be withdrawn from its Protected Accounts and shall immediately deposit or cause to be deposited in the Distribution Account amounts representing the following collections and payments (other than with respect to principal of or interest on the Mortgage Loans due on or before the Cut-off Date):

(1) Scheduled payments on the Mortgage Loans received or any related portion thereof advanced by the Servicer pursuant to its Servicing Agreement which were due on or before the related Due Date, net of the amount thereof comprising its Servicing Fee or any fees with respect to any lender-paid primary mortgage insurance policy;

(2) Full Principal Prepayments and any Liquidation Proceeds received by the Servicer with respect to the Mortgage Loans in the related Prepayment Period, with interest to the date of prepayment or liquidation, net of the amount thereof comprising its Servicing Fee;

(3) Partial Principal Prepayments received by the Servicer for the Mortgage Loans in the related Prepayment Period; and

(4) All Prepayment Charges and the amount, if any, required to be paid by the Servicer pursuant to Section 11.02 of the Servicing Agreement;

(5) Any amount to be used as a Advance and any payments of Compensating Interest.

(d) Withdrawals may be made from an Account only to make remittances as provided in the Servicing Agreement; to reimburse the Master Servicer or the Servicer for Advances which have been recovered by subsequent collections from the related Mortgagor; to remove amounts deposited in error; to remove fees, charges or other such amounts deposited on a temporary basis; or to clear and terminate the account at the termination of this Agreement in accordance with Section 9.01. To the extent provided in the Servicing Agreement, certain amounts otherwise due to the Servicer may be retained by them and need not be deposited in the Distribution Account

Section 3.17 [Reserved].

Section 3.18 [Reserved].

Section 3.19 Distribution Account.

(a) The Securities Administrator shall establish and maintain on behalf of the Trustee, for the benefit of the Certificateholders, the Distribution Account as a segregated trust account or accounts. The Distribution Account shall be an Eligible Account. The Master Servicer or Servicer, as the case may be, will remit to the Securities Administrator for deposit in the Distribution Account, the following amounts:

(1) Any amounts withdrawn from a Protected Account;

(2) Any Advance and any Compensating Interest Payments;

(3) Any Insurance Proceeds, Net Liquidation Proceeds or Subsequent Recoveries received by or on behalf of the Servicer or Master Servicer or which were not deposited in a Protected Account;

(4) Any proceeds of any Mortgage Loan or REO Property repurchased or purchased in accordance with Sections 2.02, 2.04 and 9.01, and all amounts required to be deposited in connection with the substitution of an Eligible Substitute Mortgage Loan pursuant to Section 2.04;

(5) Any amounts required to be deposited with respect to losses on investments of deposits in an Account; and

(6) Any other amounts received by or on behalf of the Master Servicer and required to be deposited in the Distribution Account pursuant to this Agreement.

(b) All amounts deposited to the Distribution Account shall be held by the Securities Administrator on behalf of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. The requirements for crediting the Distribution Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of (i) prepayment or late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges and (ii) the items enumerated in Subsection 3.20(a) need not be credited by the Master Servicer or the Servicer to the Distribution Account, as applicable. In the event that the Master Servicer shall deposit or cause to be deposited to the Distribution Account any amount not required to be credited thereto, the Securities Administrator, upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer, shall promptly transfer such amount to the Master Servicer, any provision herein to the contrary notwithstanding.

(c) The Distribution Account shall constitute a trust account of the Issuing Entity segregated on the books of the Securities Administrator as being held on behalf of the Trustee, and the Distribution Account and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee, the Securities Administrator or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Trustee or the Master Servicer). The Distribution Account shall be an Eligible Account. The Distribution Account and deposits into the Distribution Account shall be deemed to have been made. The amount at any time credited to the Distribution Account shall be (i) held in cash and fully insured by the FDIC to the maximum coverage provided thereby or (ii) invested by the Securities Administrator on behalf of the Trustee, in such Permitted Investments selected by the Master Servicer or deposited in demand deposits with such depository institutions as selected by the Master Servicer, provided that time deposits of such depository institutions would be a Permitted Investment. All Permitted Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next succeeding Distribution Date if the obligor, manager or advisor for such Permitted Investment is an affiliate of the Securities Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All investment earnings on amounts on deposit in the Distribution Account or benefit from funds uninvested therein from time to time shall be for the account of the Master Servicer. The Securities Administrator shall withdraw and remit to the Master Servicer any and all investment earnings from the Distribution Account on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Master Servicer shall deposit the amount of the loss to the Distribution Account. With respect to the Distribution Account and the funds deposited therein, the Master Servicer shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee or the Securities Administrator) as provided by 12 U.S.C. § 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.

Section 3.20 Permitted Withdrawals and Transfers from the Distribution Account.

(a) The Securities Administrator will, from time to time, make or cause to be made such withdrawals or transfers from the Distribution Account as the Securities Administrator has designated for such transfer or withdrawal pursuant to this Agreement and the Servicing Agreement:

(1) to reimburse the Master Servicer or the Servicer for any Advance of its own funds, the right of the Master Servicer or the Servicer to reimbursement pursuant to this subclause (i) being limited to amounts received on a particular Mortgage Loan (including, for this purpose, the Purchase Price therefor, Insurance Proceeds and Liquidation Proceeds) which represent late payments or recoveries of the principal of or interest on such Mortgage Loan respecting which such Advance was made;

(2) to reimburse the Master Servicer or the Servicer from Insurance Proceeds or Liquidation Proceeds relating to a particular Mortgage Loan for amounts expended by the Master Servicer or the Servicer in good faith in connection with the restoration of the related Mortgaged Property which was damaged by an Uninsured Cause or in connection with the liquidation of such Mortgage Loan;

(3) to reimburse the Master Servicer or the Servicer from Insurance Proceeds relating to a particular Mortgage Loan for insured expenses incurred with respect to such Mortgage Loan and to reimburse the Master Servicer or the Servicer from Liquidation Proceeds from a particular Mortgage Loan for Liquidation Expenses incurred with respect to such Mortgage Loan; provided that the Master Servicer shall not be entitled to reimbursement for Liquidation Expenses with respect to a Mortgage Loan to the extent that (i) any amounts with respect to such Mortgage Loan were paid as Excess Liquidation Proceeds pursuant to clause (xi) of this Subsection 3.20(a) to the Master Servicer; and (ii) such Liquidation Expenses were not included in the computation of such Excess Liquidation Proceeds;

(4) to reimburse the Master Servicer or the Servicer for advances of funds (other than Advances) made with respect to the Mortgage Loans, and the right to reimbursement pursuant to this subclause being limited to amounts received on the related Mortgage Loan (including, for this purpose, the Purchase Price therefor, Insurance Proceeds and Liquidation Proceeds) which represent late recoveries of the payments for which such advances were made;

(5) to reimburse the Master Servicer or the Servicer for any Advance or advance, after a Realized Loss has been allocated with respect to the related Mortgage Loan if the Advance or advance has not been reimbursed pursuant to clauses (1) and (4);

(6) to pay the Master Servicer as set forth in Section 3.14;

(7) to reimburse the Master Servicer for expenses, costs and liabilities incurred by and reimbursable to it pursuant to Sections 3.03 and 6.03;

(8) to pay to the Master Servicer, as additional servicing compensation, any Excess Liquidation Proceeds to the extent not retained by the Servicer;

(9) to reimburse or pay the Servicer any such amounts as are due thereto under the Servicing Agreement and have not been retained by or paid to the Servicer, to the extent provided in the Servicing Agreement;

(10) to reimburse the Trustee, the Securities Administrator or the Custodian for expenses, costs and liabilities incurred by or reimbursable to it pursuant to this Agreement;

(11) to remove amounts deposited in error; and

(12) to clear and terminate the Distribution Account pursuant to Section 9.01.

(b) The Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of accounting for any reimbursement from the Distribution Account pursuant to subclauses (1) through (4) immediately above or with respect to any such amounts which would have been covered by such subclauses had the amounts not been retained by the Master Servicer.

(c) On each Distribution Date, the Securities Administrator shall distribute the amounts on deposit in the Distribution Account to the Holders of the Certificates pursuant to Section 4.01.

Section 3.21 Annual Statement as to Compliance.

(a) The Master Servicer and the Securities Administrator, each at its own expense, shall deliver (and the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Seller, the Securities Administrator and the Depositor, on or before March 15 of each year, commencing in March 2007, an Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to the signer thereof, that (A) a review of such party’s activities during the preceding calendar year or portion thereof and of such party’s performance under this Agreement or such other applicable agreement in the case of any Servicing Function Participant engaged by it, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such party has fulfilled all its obligations under this Agreement or such other applicable agreement in the case of any Servicing Function Participant engaged by it, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use.

(b) The Master Servicer shall include all annual statements of compliance received by it with its own annual statement of compliance to be submitted to the Securities Administrator pursuant to this Section.

(c) For so long as the Issuing Entity is subject to Exchange Act reporting requirements, failure of the Master Servicer to comply timely with this Section 3.21 shall constitute an Event of Default (but subject to the Master Servicer’s rights to payment of any Master Servicing Compensation and reimbursement of amounts for which it is entitled to be reimbursed prior to the date of termination) and the Trustee shall, at the direction of the Depositor, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

(d) Unless available on the Securities Administrator’s website, copies of such Master Servicer annual statements of compliance shall be provided to any Certificateholder upon request, by the Master Servicer or by the Securities Administrator at the Master Servicer’s expense if the Master Servicer failed to provide such copies (unless (i) the Master Servicer shall have failed to provide the Securities Administrator with such statement or (ii) the Securities Administrator shall be unaware of the Master Servicer’s failure to provide such statement).

(e) In the event the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.21 with respect to the period of time it was subject to this Agreement or any other applicable agreement, as the case may be.

Section 3.22 Annual Assessments of Compliance and Attestation Reports.

(a) By March 15 of each year, commencing in March 2007, the Master Servicer, the Custodian and the Securities Administrator, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.23(d), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period.

(b) No later than the end of each fiscal year for which a Form 10-K is required to be filed, the Master Servicer shall forward to the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties shall also at such time include the assessment (and attestation pursuant to Section 3.22) of each Servicing Function Participant engaged by it.

(c) Promptly after receipt of such report on assessment of compliance from the Master Servicer, the Securities Administrator, the Custodian, the Servicer or any Servicing Function Participant engaged by such parties (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator, the Servicer and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit L and notify the Depositor of any exceptions.

(d) The Master Servicer shall include all annual reports on assessment of compliance with its own assessment of compliance received by it to be submitted to the Securities Administrator pursuant to this Section.

(e) For so long as the Issuing Entity is subject to Exchange Act reporting requirements, failure of the Master Servicer to comply timely with this Section 3.22 shall constitute an Event of Default (but subject to the Master Servicer’s rights to payment of any master Servicing Compensation and reimbursement of amounts for which it is entitled to be reimbursed prior to the date of termination) and the Trustee shall, at the direction of the Depositor, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

(f) In the event the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.22 with respect to the period of time it was subject to this Agreement or any applicable sub-servicing agreement, as the case may be.

(g) By March 15 of each year, commencing in March 2007, the Master Servicer and the Securities Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Securities Administrator and the Seller, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language.

(h) Promptly after receipt of such report from the Master Servicer, the Securities Administrator, the Servicer or any Servicing Function Participant engaged by such parties, (i) the Seller shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to Section 3.22 is coupled with an attestation meeting the requirements of this Section and notify the Seller of any exceptions.

(i) The Master Servicer shall include all attestations received by it with its own attestation to be submitted to the Securities Administrator pursuant to this Section.

Section 3.23 Exchange Act Reporting.

(a) (i)Within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Securities Administrator shall prepare and file on behalf of the Issuing Entity any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Securities Administrator shall file each Form 10-D with a copy of the Distribution Date Statement for the related Distribution Date attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by the entity that is indicated in Exhibit O as the party responsible for providing that information and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, except as set forth in the next paragraph.

(ii) For so long as the Issuing Entity is subject to the Exchange Act reporting requirements, within 5 calendar days after the related Distribution Date, (A) the parties set forth in Exhibit O shall be required to provide to the Securities Administrator and the Depositor, to the extent known by a responsible officer thereof, in EDGAR-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Additional Form 10-D Disclosure for which such party is responsible as set forth on Exhibit O hereto, if applicable, together with an Additional Disclosure Notification in the form of Exhibit S hereto (an “Additional Disclosure Notification”) and (B) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Securities Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit O hereto of their respective duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.

(iii) After preparing the Form 10-D, the Securities Administrator shall forward electronically a draft copy of the Form 10-D to the Depositor (provided that such Form 10-D includes any Additional Form 10-D Disclosure) and the Master Servicer for review. Within two Business Days after receipt of such copy, but no later than the 12th calendar day after the Distribution Date (provided that, the Securities Administrator forwards a copy of the Form 10-D no later than 2 Business Days prior to the 12^th calendar day after such Distribution Date), the Depositor and the Master Servicer shall notify the Securities Administrator (in writing, in the case of the Depositor, which may be furnished electronically) of any changes to or approval of such Form 10-D. In the absence of any written changes or approval within the same time, the Securities Administrator shall be entitled to assume that such Form 10-D is in final form and the Securities Administrator may proceed with arrangements for the execution of, and the filing of the Form 10-D. No later than the 13th calendar day after the related Distribution Date, a duly authorized representative of the Master Servicer shall sign the Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Securities Administrator will follow the procedures set forth in Section 3.23(c)(ii). Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will make available on its internet website a final executed copy of each Form 10-D prepared and filed by the Securities Administrator. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. The Depositor shall notify the Securities Administrator in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no”. The Securities Administrator shall be entitled to rely on the representations in Section 2.03(b)(vii) or any such notice in preparing, executing and/or filing any such report. Each party to this Agreement acknowledges that the performance by the Master Servicer and Securities Administrator of its duties under this Section 3.23(a) related to the timely preparation, execution and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties as set forth in this Agreement. Neither the Securities Administrator nor the Master Servicer shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-D, where such failure results from the Securities Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. In addition, the Securities Administrator shall not have any liability for (i) the content of any information provided to the Securities Administrator for filing on a Form 10-D, (ii) determining what information is required to be filed on a Form 10-D, (iii) reformatting any information so that it is able to be filed on EDGAR, (iv) the failure to include any information if it is not provided to the Securities Administrator on a timely basis or (v) any late filing of a Form 10-D in the event that the relevant party does not deliver all information, data, signatures and exhibits required to be provided or filed on or prior to the second Business Day prior to the applicable filing deadline.

(b) (i)Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Issuing Entity any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by the entity that is indicated in Exhibit O as the responsible party for providing that information and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph.

(ii) For so long as the Issuing Entity is subject to the Exchange Act reporting requirements, no later than 12:00 noon New York time on the 2nd Business Day after the occurrence of a Reportable Event (i) parties set forth in Exhibit O shall be required to provide to the Securities Administrator and the Depositor, to the extent known by a responsible officer thereof, in EDGAR-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Form 8-K Disclosure Information for which such party is responsible as set forth on Exhibit O hereto, if applicable, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph.

(iii) After preparing the Form 8-K, the Securities Administrator shall, upon request, forward electronically a draft copy of the Form 8-K to the Master Servicer and the Depositor for review no later than noon New York City time on the third Business Day after the Reportable Event. No later than the close of business New York City time on the third Business Day after the Reportable Event, the Depositor and the Master Servicer shall notify the Securities Administrator of any changes to or approval of such Form 8-K. In the absence of any written changes or approval within such timeframe, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with arrangements for the execution of, and filing of, the Form 8-K. No later than 12:00 noon New York time on the 4th Business Day after the Reportable Event, a duly authorized representative of the Master Servicer shall sign the Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 3.23(c)(ii). Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K that has been prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of their respective duties under this Section 3.23(b) related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Agreement. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct. In addition, the Securities Administrator shall not have any liability for (i) the content of any information provided to the Securities Administrator for filing on a Form 8-K, (ii) determining what information is required to be filed on a Form 8-K, (iii) reformatting any information so that it is able to be filed on EDGAR (iv) the failure to include any information if it is not provided to the Securities Administrator on a timely basis or (v) any late filing of a Form 8-K in the event that the relevant party does not deliver all information, data, signatures and exhibits required to be provided or filed on or prior to the second Business Day prior to the applicable filing deadline.

(c) (i)On or prior to January 30 of the first year in which the Securities Administrator is able to do so under applicable law, the Securities Administrator shall prepare and file a Form 15 relating to the automatic suspension of reporting in respect of the Issuing Entity under the Exchange Act.

(ii) In the event that the Securities Administrator is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Securities Administrator will promptly notify the Depositor. In the case of Form 10-D and 10-K, the parties to this Agreement and the Servicer will cooperate to prepare and file a Form 12b-25 and a 10-DA and 10-KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Securities Administrator will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended and such amendment includes any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure or any Form 8-K Disclosure Information or any amendment to such disclosure, the Securities Administrator will notify the Depositor of the amendment pertaining to an additional reporting item on such form and the Depositor will cooperate with the Securities Administrator to prepare any necessary 8-KA, 10-DA or 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed by a duly authorized representative or the senior officer of the Master Servicer. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of their duties under this Section 3.23(c) related to the timely preparation, execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Agreement. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file any such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Securities Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct. In addition, the Securities Administrator shall not have any liability for (i) the content of any information provided to the Securities Administrator for filing on a Form 10-K, (ii) determining what information is required to be filed on a Form 10-K, (iii) reformatting any information so that it is able to be filed on EDGAR (iv) the failure to include any information if it is not provided to the Securities Administrator on a timely basis or (v) any late filing of a Form 10-K in the event that the relevant party does not deliver all information, data, signatures and exhibits required to be provided or filed on or prior to March 15 of each calendar year prior to the filing deadline for such Form 10-K.

(d) (i)Within 90 days after the end of each fiscal year of the Issuing Entity or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Issuing Entity ends on December 31st of each year), commencing in March 2007, the Securities Administrator shall prepare and file on behalf of the Issuing Entity a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Securities Administrator within the applicable time frames set forth in this Agreement and the Servicing Agreement, (i) an annual compliance statement for the Servicer, the Master Servicer, the Securities Administrator and any Servicing Function Participant engaged by such parties (a “Reporting Servicer”) as described under the related servicing agreement and Section 3.21 hereof, (ii)(A) the annual reports on assessment of compliance with servicing criteria for each Reporting Servicer, as described in the Servicing Agreement and Section 3.22 hereof, and (B) if each Reporting Servicer’s report on assessment of compliance with servicing criteria described under the Servicing Agreement and Section 3.22 hereof identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria described thereunder is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as described in the Servicing Agreement or under Section 3.22 hereof, and (B) if any registered public accounting firm attestation report described in the related servicing agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) the Sarbanes Oxley Certification as described in Section 3.23(e) below. Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by the entity that is indicated in Exhibit O as the responsible party for providing that information and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph.

(ii) No later than March 15 of each year that the Issuing Entity is subject to the Exchange Act reporting requirements, commencing in 2007, (i) parties set forth in Exhibit O shall be required to provide to the Securities Administrator and the Depositor, to the extent known to a responsible officer thereof, in EDGAR-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure for which such party is responsible as set forth on Exhibit O hereto, if applicable, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Securities Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit O hereto of their respective duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

(iii) After preparing the Form 10-K, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Master Servicer and the Depositor for review no later than the 3^rd Business Day prior to March 25^th. Within three Business Days after receipt of such copy, but no later than March 25^th,the Depositor and the Master Servicer shall notify the Securities Administrator (in writing, in the case of the Depositor, which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of receipt of any written changes or approval within such timeframe, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution of, and filing of, the Form 10-K. No later than the close of business on the 4th Business Day prior to the 10-K Filing Deadline, a senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K and, in the case where the Master Servicer and the Securities Administrator are unaffiliated, return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 3.23(c)(ii). Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will make available on its internet website a final executed copy of each Form 10-K prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of their respective duties under this Section 3.23(d) related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 3.23(d), Section 3.21 and Section 3.22 hereof. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. The Depositor shall notify the Securities Administration in writing, no later than March 15th after the related Distribution Date with respect to the filing of a report on Form 10-K, if the answer to the questions should be “no”. The Securities Administrator shall be entitled to rely on the representations in Section 2.03(vi) or any such notice in preparing, executing and/or filing any such report. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the Securities Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct. No later than each Distribution Date of each year that the Issuing Entity is subject to the Exchange Act reporting requirements, the Depositor shall make available to the Securities Administrator the related Significance Estimate and the Securities Administrator shall use such information to calculate the related Significance Percentage. If the Significance Percentage meets either of the threshold levels detailed in Item 1115(b)(1) or 1115(b)(2) of Regulation AB, the Securities Administrator shall deliver written notification to the Depositor and the Cap Contract Provider to that effect. The Securities Administrator shall request and the Depositor shall obtain from the Cap Contract Provider any information required under Regulation AB to the extent required under the Cap Contracts. The Depositor will be obligated pursuant to the Cap Contracts to provide to the Securities Administrator any information that may be required to be included in any Form 10-D, Form 8-K or Form 10-K or written notification instructing the Securities Administrator that such Additional Disclosure regarding the Cap Contract Provider is not necessary for such Distribution Date.

(e) The Servicer shall and shall cause any Servicing Function Participant engaged by such party to, provide to the Certifying Person, by March 15 of each year in which the Issuing Entity is subject to the reporting requirements of the Exchange Act and otherwise within a reasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached hereto as Exhibit C, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The Master Servicer shall prepare a Sarbanes-Oxley Certification and a senior officer of the Master Servicer shall sign the same on behalf of the Issuing Entity serving as the “Certifying Person”. Such officer of the Certifying Person can be contacted as set forth in Section 11.05. In the event the Servicer or any Servicing Function Participant engaged by such party, is terminated or resigns pursuant to the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 4.09 with respect to the period of time it was subject to this Servicing Agreement or any other applicable agreement, as the case may be.

With respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or any Form 8-K Disclosure Information (collectively, the “Additional Disclosure”) relating to the Trust Fund, the Securities Administrator’s obligation to include such Additional Information in the applicable Exchange Act report is subject to receipt from the entity that is indicated in Exhibit O as the responsible party for providing that information, if other than the Securities Administrator, as and when required as described in Section 3.23(a)(ii), 3.23(b)(ii) and 3.23(d)(ii) above. Such Additional Disclosure shall be accompanied by an Additional Disclosure Notice in the form of Exhibit S. Each of the Master Servicer, the Sponsor, the Securities Administrator and the Depositor hereby agrees to notify and provide, and the Master Servicer shall enforce the obligation (to the extent provided in the Servicing Agreement) of the Servicer to notify and provide, to the extent known to the Master Servicer, the Sponsor, the Securities Administrator and the Depositor all Additional Disclosure relating to the Trust Fund, with respect to which such party is indicated in Exhibit O as the responsible party for providing that information. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Additional Disclosure information pursuant to this Section.

So long as the Depositor is subject to the filing requirements of the Exchange Act with respect to the Issuing Entity, the Trustee shall notify the Securities Administrator, the Seller and the Depositor of any bankruptcy or receivership with respect to the Trustee or of any proceedings of the type described under Item 1117 of Regulation AB that have occurred since the Trustee’s last notification, together with a description thereof, no later than the date on which such information is required of other parties hereto as set forth under this Section 3.23. In addition, the Trustee shall notify the Securities Administrator, the Seller and the Depositor of any affiliations that develop after the Closing Date between the Trustee and the Depositor, the Seller, the Securities Administrator, the Master Servicer or the Servicer of the type described under Item 1119(a) of Regulation AB, together with a description thereof, no later than the date on which such information is required of other parties hereto as set forth under this Section 3.23. Should the identification of any of the Depositor, the Seller, the Securities Administrator, the Master Servicer or the Servicer change, the Depositor shall promptly notify the Trustee.

The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement, the Mortgage Loans as the Securities Administrator reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Securities Administrator shall have no responsibility to file any items other than those specified in this Section 3.23; provided, however, the Securities Administrator shall cooperate with the Depositor in connection with any additional filings with respect to the Trust Fund as the Depositor deems necessary under the Exchange Act.

The Securities Administrator shall indemnify and hold harmless the Depositor and the Master Servicer (in the case where the Master Servicer and the Securities Administrator are not affiliated) and each of its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Securities Administrator’s obligations under Sections 3.21, 3.22 and 3.23 or the Securities Administrator’s negligence, bad faith or willful misconduct in connection therewith. In addition, the Securities Administrator shall indemnify and hold harmless the Depositor and the Master Servicer and each of their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Annual Statement of Compliance, any Assessment of Compliance or any Additional Disclosure provided by the Securities Administrator on its behalf or on behalf of any subservicer or subcontractor pursuant to Sections 3.21, 3.22 and 3.23 (the “Securities Administrator Information”), or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, by way of clarification, that this paragraph shall be construed solely by reference to the Securities Administrator Information and not to any other information communicated in connection with the Certificates, without regard to whether the Securities Administrator Information or any portion thereof is presented together with or separately from such other information.

The Depositor shall indemnify and hold harmless the Securities Administrator and the Master Servicer and each of its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the obligations of the Depositor under Sections 3.21, 3.22 and 3.23 or the Depositor’s negligence, bad faith or willful misconduct in connection therewith. In addition, the Depositor shall indemnify and hold harmless the Master Servicer, the Securities Administrator and each of their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any untrue statement or alleged untrue statement of any material fact contained in any Additional Disclosure provided by the Depositor that is required to be filed pursuant to Section 3.23 (the “Depositor Information”), or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, by way of clarification, that this paragraph shall be construed solely by reference to the Depositor Information that is required to be filed and not to any other information communicated in connection with the Certificates, without regard to whether the Depositor Information or any portion thereof is presented together with or separately from such other information.

The Master Servicer shall indemnify and hold harmless the Securities Administrator (in the case where the Master Servicer and the Securities Administrator are not affiliated) and the Depositor and each of its respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the obligations of the Master Servicer under Sections 3.21, 3.22 and 3.23 or the Master Servicer’s negligence, bad faith or willful misconduct in connection therewith. In addition, the Master Servicer shall indemnify and hold harmless the Depositor and each of its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Annual Statement of Compliance, any Assessment of Compliance or any Additional Disclosure provided by the Master Servicer on its behalf or on behalf of any subservicer or subcontractor pursuant to Sections 3.21, 3.22 and 3.23 (the “Master Servicer Information”), or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, by way of clarification, that this paragraph shall be construed solely by reference to the Master Servicer Information and not to any other information communicated in connection with the Certificates, without regard to whether the Master Servicer Information or any portion thereof is presented together with or separately from such other information.

If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, the Securities Administrator or the Master Servicer, as applicable, then the defaulting party, in connection with any conduct for which it is providing indemnification under this Section 3.23(b), agrees that it shall contribute to the amount paid or payable by the other parties as a result of the losses, claims, damages or liabilities of the other party in such proportion as is appropriate to reflect the relative fault and the relative benefit of the respective parties. The indemnification obligations shall survive the termination of this Agreement or the resignation or removal of any party to this Agreement.

Notwithstanding the provisions of Section 11.01, this Section 3.23 may be amended without the consent of the Certificateholders.

Any notice or notification required to be delivered by the Securities Administrator or Master Servicer to the Depositor pursuant to this Section 3.23, may be delivered via email at gregory.lattanzio@americas.bnpparibas.com or everett.cheng@americas.bnpparibas.com with a follow-up telephone call to the Depositor’s Legal Department at (212) 841-2000.

Failure of the Securities Administrator to comply with this Section 3.23 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the related Form 10-K, shall be deemed an Event of Default and the Trustee at the written direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Securities Administrator under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Securities Administrator for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Notwithstanding anything to the contrary in this Agreement, no default by the Securities Administrator shall have occurred with respect to any failure to properly prepare, execute and/or timely file any report on Form 8-K, Form 10-D or Form 10-K, any Form 15 or Form 12b-25 or any amendments to Form 8-K, 10-D or 10-K, where such failure results from any party’s failure to deliver, on a timely basis, any information from such party needed to prepare, arrange for execution or file any such report, Form or amendment, and does not result from its own negligence, bad faith or willful misconduct.

The Securities Administrator shall have no liability for any loss, expense, damage or claim arising out of or resulting from (i) the accuracy or inaccuracy of any Additional Disclosure (excluding any Additional disclosure provided by the Securities Administrator or any Subcontractor utilized by the Securities Administrator) provided to the Securities Administrator in connection with the preparation of Forms 10-D, 10-K and 8-K pursuant to this Section 3.23 or (ii) the failure of the Depositor to approve for filing any Forms 10-D, 10-K and 8-K required to be prepared by the Securities Administrator pursuant to this Section 3.23, in either case, not resulting from the Securities Administrator’s own negligence, bad faith or misconduct.

To the extent no notice is provided to the Securities Administrator as described in this Section 3.23 or not in the form as set forth in this Section 3.23, the Securities Administrator shall conclude that there is no event or information to be reported pursuant to this Section 3.23.

Section 3.24 Intention of the Parties and Interpretation.

Each of the parties acknowledges and agrees that the purpose of Sections 3.21, 3.22 and 3.23 of this Agreement is to facilitate compliance by the Seller, the Custodian, the Master Servicer, the Securities Administrator and the Depositor with the provisions of Regulation AB. Therefore, each of the parties agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the parties shall comply with reasonable requests made by the Seller or the Depositor for delivery of additional or different information as the Seller or the Depositor may determine in good faith is necessary to comply with the provisions of Regulation AB, and (d) no amendment of this Agreement shall be required to effect any such changes in the parties’ obligations as are necessary to accommodate evolving interpretations of the provisions of Regulation AB.

Section 3.25 Reserved.

Section 3.26 Optional Purchase of Defaulted Mortgage Loans.

(a) During the first full calendar month (but excluding the last Business Day thereof) following a Mortgage Loan or related REO Property becoming 90 days or more delinquent, the Seller shall have the option, but not the obligation to purchase from the Trust Fund any such Mortgage Loan or related REO Property that is then still 90 days or more delinquent, which the Seller determines in good faith will otherwise become subject to foreclosure proceedings (evidence of such determination to be delivered in writing to the Master Seller prior to purchase), at a price equal to the Purchase Price. The Purchase Price for any Mortgage Loan or related REO Property purchased hereunder shall be deposited in the Distribution Account, and, upon receipt of written certification of such deposit from the Seller in the Request for Release, the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller shall furnish and as shall be necessary to vest in the Seller title to any Mortgage Loan or related REO Property released pursuant hereto.

If with respect to any delinquent Mortgage Loan or related REO Property, the option of the Seller set forth in the preceding paragraph shall have arisen but the Seller shall have failed to exercise such option on or before the Business Day preceding the last Business Day of the calendar month following the calendar month during which such Mortgage Loan or related REO Property first became 90 days or more delinquent, then such option shall automatically expire; provided, however, that if any such Mortgage Loan or related REO Property shall cease to be 90 days or more delinquent but then subsequently shall again become 90 days or more delinquent, then the Seller shall be entitled to another repurchase option with respect to such Mortgage Loan or REO Property as provided in the preceding paragraph.

Section 3.27 [Reserved]

Section 3.28 [Reserved]

ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01 Distributions.

(a) On each Distribution Date the Securities Administrator shall distribute to each Certificateholder of record as of the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution) either in immediately available funds (by wire transfer or otherwise) to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder has so notified the Securities Administrator at least 5 Business Days prior to the related Record Date, or otherwise by check mailed to such Certificateholder at the address of such Holder appearing in the Certificate Register, such Certificateholder’s share (based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder) of the amounts required to be distributed to such Holder pursuant to this Section 4.01.

(b) On each Distribution Date, the Interest Remittance Amount for such Distribution Date shall be distributed by the Securities Administrator from the Distribution Account in the following order of priority, until the Interest Remittance Amount has been fully distributed:

(i) concurrently to each Class of Class A Certificates, the Current Interest and Interest Carry Forward Amount for each such class, pro rata based on their respective entitlements,

(ii) from the remaining Interest Remittance Amount, sequentially:

(1) sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates, in that order, the Current Interest and Interest Carry Forward Amount for that class, and

(2) any remainder as part of the Net Monthly Excess Cashflow to be allocated as described under Section 4.01(d) below.

(c) On each Distribution Date, the Principal Distribution Amount for such Distribution Date shall be distributed by the Securities Administrator from the Distribution Account in the following order of priority, until the Principal Distribution Amount has been fully distributed:

(i) For each Distribution Date prior to the Stepdown Date or on which a Trigger Event is in effect, sequentially:

(1) to the Class A Certificates, in the following order:

(A) to the Class A-6 Certificates, in an amount up to the Class A-6 Lockout Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero;

(B) sequentially, to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Certificates, in that order, until the Certificate Principal Balances thereof are reduced to zero; and

(2) from the remaining Principal Distribution Amount, sequentially

(A) sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates, in that order, in each case until the Certificate Principal Balance thereof is reduced to zero, and

(B) any remainder as part of the Net Monthly Excess Cashflow to be allocated as described under Section 4.01(d) below.

(ii) For each Distribution Date on or after the Stepdown Date and so long as a Trigger Event is not in effect, sequentially:

(1) in an amount up to the Class A Principal Distribution Amount, to the Class A Certificates, in the following order:

(A)to the Class A-6 Certificates, in an amount up to the Class A-6 Lockout Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero,

(B) sequentially, to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Certificates, in that order, until the Certificate Principal Balances thereof are reduced to zero; and

(2) the remaining Principal Distribution Amount, sequentially:

(A)sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates, in that order, in an amount up to the Subordinate Class Principal Distribution Amount for that class, in each case until the Certificate Principal Balance thereof is reduced to zero, and, and

(B) any remainder as part of the Net Monthly Excess Cashflow to be allocated as described under Section 4.01(d) below.

On each Distribution Date on which any principal amounts are to be distributed to the Class A-2 Certificates, those amounts shall be distributed to the Class A-2-A Certificates and Class A-2-B Certificates, pro rata, in each case until the Certificate Principal Balance thereof is reduced to zero.

On each Distribution Date on which any principal amounts are to be distributed to the Class A-5 Certificates, those amounts shall be distributed to the Class A-5-A Certificates and Class A-5-B Certificates, pro rata, in each case until the Certificate Principal Balance thereof is reduced to zero; provided, however, that if a Class A-5 Sequential Trigger Event is in effect, then principal shall be distributed sequentially, to the Class A-5-A Certificates and Class A-5-B Certificates, in that order, until the Certificate Principal Balance of each such class is reduced to zero.

(d) With respect to any Distribution Date and after distribution of funds received from the Cap Contracts as described in Section 4.11 below, any Net Monthly Excess Cashflow shall be distributed to the Classes of Certificates in the following order of priority, in each case to the extent of the remaining Net Monthly Excess Cashflow:

(i) to the Holders of the Class or Classes of Offered Certificates then entitled to receive distributions in respect of principal, in an aggregate amount equal to the Extra Principal Distribution Amount, payable to such Holders of each such Class as part of the Principal Distribution Amount pursuant to Section 4.01(c) above;

(ii) concurrently, to the Holders of the Class A-5-A Certificates and Class A-5-B Certificates, pro rata based on the Unpaid Realized Loss Amounts for those classes, in each case in an amount equal to the Unpaid Realized Loss Amount for the Class;

(iii) sequentially, to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates, in that order, in an amount equal to any Unpaid Realized Loss Amount for that Class;

(iv) from the portion of Net Monthly Excess Cashflow otherwise distributable to the Class C Certificates, to the Reserve Fund, (i) first, to pay each Class of Class A Certificates, pro rata based on the Certificate Principal Balances thereof, any remaining Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts, as applicable, for each such Class, to the extent such amounts exceed the amounts then on deposit in the Reserve Fund, provided that any Net Monthly Excess Cashflow remaining after the allocation to pay Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts, as applicable, based on the Certificate Principal Balances of those Certificates will be distributed to each Class of Class A Certificates with respect to which there remains any unpaid Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts, as applicable, (after the distribution based on Certificate Principal Balances), pro rata, based on the amount of the unpaid Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts, as applicable, to the extent such amounts exceed the amounts then on deposit in the Reserve Fund; (ii) second, sequentially, to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates, in that order, in an amount equal to any remaining Net WAC Shortfall Carry-Forward Amount for that Class to the extent such amount exceeds the amounts then on deposit in the Reserve Fund; and (iii) third, to maintain a balance in the Reserve Fund equal to the Reserve Fund Deposit

(v) to the Holders of the Class C Certificates, an amount equal to the Class C Distribution Amount, reduced by amounts distributed in clause (iv) above; and

(vi) to the Class C Certificateholders, (x) the Class C Current Interest for such Distribution Date and (y) the Overcollateralization Reduction Amount for such Distribution Date; and

(vii) to the Class R Certificates, any remaining amount.

(e) To the extent that a Class of Offered Certificates receives interest in excess of the applicable Net Rate Cap, if such interest is paid pursuant to Section 4.04(d)(iv), then it shall be deemed to have been paid to the Reserve Fund and then paid from the Reserve Fund to those Certificateholders. For purposes of the Code, amounts deemed deposited in the Reserve Fund shall be deemed to have first been distributed to the Class C Certificates in respect of the Class C Distribution Amount.

(f) On each Distribution Date, all Prepayment Charges (including amounts deposited in connection with the full or partial waiver of such Prepayment Charges pursuant to Section 11.02 of the Servicing Agreement) shall be allocated to the Class P Certificates. On the Class P Principal Distribution Date, the Securities Administrator shall make the $100.00 distribution to the Class P Certificates.

(g) In addition to the foregoing distributions, with respect to any Subsequent Recoveries, the Master Servicer or Servicer, as the case may be, shall deposit such funds into the Distribution Account pursuant to Section 3.19. If, after taking into account such Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount of such Subsequent Recoveries will be applied to increase the Certificate Principal Balance of the Class of Certificates with the highest payment priority to which Realized Losses have been allocated, but not by more than the amount of Realized Losses previously allocated to that Class of Certificates. The amount of any remaining Subsequent Recoveries will be applied to increase the Certificate Principal Balance of the Class of Certificates with the next highest payment priority, up to the amount of such Realized Losses previously allocated to that Class of Certificates, and so on. Holders of such Certificates will not be entitled to any payment in respect of Current Interest on the amount of such increases for any Accrual Period preceding the Distribution Date on which such increase occurs. Any such increases shall be applied to the Certificate Principal Balance of each Certificate of such Class in accordance with its respective Percentage Interest.

(h) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents. None of the Securities Administrator, the Depositor or the Master Servicer shall have any responsibility therefor except as otherwise provided by this Agreement.

(i) Except as otherwise provided in Section 9.01, if the Securities Administrator anticipates that a final distribution with respect to any Class of Certificates will be made on the next Distribution Date, the Securities Administrator shall, no later than two Business Days after the Determination Date in the month of such final distribution, mail on such date to each Holder of such Class of Certificates a notice to the effect that: (i) the Securities Administrator anticipates that the final distribution with respect to such Class of Certificates will be made on such Distribution Date but only upon presentation and surrender of such Certificates at the office of the Securities Administrator or as otherwise specified therein, and (ii) no interest shall accrue on such Certificates from and after the end of the prior calendar month.

(j) Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(j) shall not have been surrendered for cancellation within six months after the time specified in such notice, the Securities Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within six months after the second notice all such Certificates shall not have been surrendered for cancellation, the Securities Administrator shall take reasonable steps as directed by the Depositor, or appoint an agent to take reasonable steps, to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in the Trust Fund. If within nine months after the second notice any such Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets which remain subject hereto. No interest shall accrue or be payable to any Certificateholder on any amount held in trust as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(j).

(k) On each Distribution Date, other than the final Distribution Date, the Securities Administrator shall distribute to each Certificateholder of record as of the immediately preceding Record Date the Certificateholder’s pro rata share of its Class (based on the aggregate Percentage Interest represented by such Holder’s Certificates) of all amounts required to be distributed on such Distribution Date to such Class. The Securities Administrator shall calculate the amount to be distributed to each Class and, based on such amounts, the Securities Administrator shall determine the amount to be distributed to each Certificateholder. All of the Securities Administrator’s calculations of payments shall be based solely on information provided to the Securities Administrator by the Master Servicer. The Securities Administrator shall not be required to confirm, verify or recompute any such information but shall be entitled to rely conclusively on such information.

Section 4.02 Statements to Certificateholders.

(a) On each Distribution Date, based, as applicable, on information provided to it by the Master Servicer, the Securities Administrator shall prepare and make available on the Securities Administrator’s website as set forth below, to each Holder of the Regular Certificates, the Trustee, the Master Servicer and the Rating Agencies, a statement as to the distributions made on such Distribution Date setting forth:

(i) the amount of the related distribution to Holders of each Class allocable to principal, separately identifying (A) the aggregate amount of any Principal Prepayments included therein and (B) the aggregate of all scheduled payments of principal included therein;

(ii) the amount of the distribution made on such Distribution Date to the Holders of each Class of Regular Certificates allocable to interest, separately identified;

(iii) the applicable accrual periods for calculating distributions and general distribution dates;

(iv) the total cash flows received and the general sources thereof;

(v) the Pass-Through Rate on each Class of Regular Certificates for such Distribution Date;

(vi) the Pass-Through Rate for each Class of Certificates with respect to the current Accrual Period, and, if applicable, whether such Pass-Through Rate was limited by the Net Rate Cap;

(vii) the aggregate amount of Advances included in the distribution on such Distribution Date (including the general purpose of such Advances), the aggregate amount of unreimbursed Advances at the close of business on the Distribution Date, and the general source of funds for reimbursements;

(viii) the Overcollateralized Amount and the Overcollateralization Target Amount;

(ix) the proceeds (if any) from the Cap Contracts;

(x) the number and Aggregate Stated Principal Balance of, and Realized Loss on, the Mortgage Loans as of the end of the related Due Period;

(xi) the Certificate Principal Balance or Certificate Notional Amount, as applicable, of each Class before and after giving effect (i) to all distributions allocable to principal on such Distribution Date and (ii) the allocation of any Applied Realized Loss Amounts for such Distribution Date;

(xii) the number and Aggregate Stated Principal Balance of Mortgage Loans, using the OTS method, (a) as to which the Monthly Payment is delinquent for 31-60 days, 61-90 days, 91 or more days, respectively, (b) in foreclosure and (c) that have become REO Property, in each case as of the end of the preceding calendar month, determined in the aggregate;

(xiii) the number, aggregate principal balance and book value of any REO Properties as of the close of business on the last day of the calendar month preceding the month in which such Distribution Date occurs;

(xiv) the aggregate amount of Principal Prepayments made during the related Prepayment Period;

(xv) the aggregate amount of Realized Losses incurred during the related Prepayment Period and the cumulative amount of Realized Losses;

(xvi) the amount, if any, of fees or expenses accrued and paid, with an identification of the payee and the general purpose of such fees including the related amount of the Servicing Fees paid to or retained by the Servicer for the related Due Period;

(xvii) the aggregate amount of extraordinary Trust Fund expenses withdrawn from the Distribution Account for such Distribution Date;

(xviii) the aggregate amount of any Prepayment Interest Shortfalls for such Distribution Date, to the extent not covered by payments by the Servicer or Master Servicer pursuant to Section 1.04, and the aggregate amount of Relief Act Interest Shortfalls for such Distribution Date;

(xix) the Current Interest in respect of each Class of Certificates for such Distribution Date;

(xx) the aggregate of any deposits to and withdrawals from the Reserve Fund for such Distribution Date and the remaining amount on deposit in the Reserve Fund after such deposits and withdrawals;

(xxi) whether a Trigger Event or Class A-5 Sequential Trigger Event is in effect;

(xxii) the Interest Remittance Amount and Principal Distribution Amount for such Distribution Date;

(xxiii) the amount of the Prepayment Charges remitted by the Servicer;

(xxiv) unless otherwise set forth in the Form 10-D relating to such Distribution Date, with respect to the Mortgage Loans and if applicable, material modifications, extensions or waivers to Mortgage Loan terms, fees, penalties or payments during the preceding calendar month or that have become material over time;

(xxv) with respect to any Mortgage Loan that was liquidated during the preceding calendar month, the loan number and Stated Principal Balance of, and Realized Loss on, such Mortgage Loan as of the close of business on the Determination Date preceding such Distribution Date;

(xxvi) updated pool composition data including the following: weighted average Mortgage Rate, weighted average remaining term to maturity and weighted average Net Mortgage Rate of the Mortgage Loans as of the close of business on the first day of the calendar month in which such Distribution Date occurs; and

(xxvii) unless otherwise set forth in the Form 10-D relating to such Distribution Date, material breaches of Mortgage Loan representations or warranties or transaction covenants.

On each Distribution Date, the Securities Administrator shall provide Bloomberg Financial Markets, L.P. (“Bloomberg”) CUSIP level factors for each Class of Certificates as of such Distribution Date, using a format and media mutually acceptable to the Securities Administrator and Bloomberg.

The information set forth above shall be calculated or reported, as the case may be, by the Securities Administrator, based solely on, and to the extent of, information provided to the Securities Administrator by the Master Servicer. The Securities Administrator may conclusively rely on such information and shall not be required to confirm, verify or recalculate any such information.

The Securities Administrator may make available each month, to any interested party, the monthly statement to Certificateholders via the Securities Administrator’s website initially located at “www.ctslink.com.” Assistance in using the website can be obtained by calling the Securities Administrator’s customer service desk at (301) 815-6600. Parties that are unable to use the above distribution option are entitled to have a paper copy mailed to them via first class mail by calling the Securities Administrator’s customer service desk and indicating such. The Securities Administrator shall have the right to change the way such reports are distributed in order to make such distribution more convenient and/or more accessible to the parties, and the Securities Administrator shall provide timely and adequate notification to all parties regarding any such change.

Within a reasonable period of time after the end of each calendar year, the Securities Administrator shall prepare and forward, to each Person who at any time during the calendar year was a Holder of a Certificate, a statement containing the information set forth in subclauses (i) and (ii) above, aggregated for such calendar year or applicable portion thereof during which such person was a Certificateholder. Such obligation of the Securities Administrator shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Securities Administrator pursuant to any requirements of the Code and regulations thereunder as from time to time are in force.

Within a reasonable period of time after the end of each calendar year, the Securities Administrator shall prepare and forward, to each Person who at any time during the calendar year was a Holder of a Class R Certificate a statement containing the information provided pursuant to the previous paragraph aggregated for such calendar year or applicable portion thereof during which such Person was a Certificateholder. Such obligation of the Securities Administrator shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Securities Administrator pursuant to any requirements of the Code as from time to time are in force.

Section 4.03 Remittance Reports; Advances by the Master Servicer.

(a) On the Business Day following each Determination Date but in no event later than the 20^th day of each month (or if such 20^th day is not a Business Day, the preceding Business Day), the Master Servicer shall deliver to the Securities Administrator a report, prepared as of the close of business on the Determination Date (the “Remittance Report”), in the form of an electronic format mutually acceptable to each party. The Remittance Report and any written information supplemental thereto shall include such information with respect to the Mortgage Loans that is required by the Securities Administrator for purposes of making the calculations and preparing the statement described in Sections 4.01 and 4.02, as set forth in written specifications or guidelines issued by the Securities Administrator from time to time.

(b) If the scheduled payment on a Mortgage Loan that was due on a related Due Date is delinquent, other than as a result of application of the Relief Act, and for which the Servicer was required to make an advance pursuant to the Servicing Agreement exceeds the amount deposited in the Distribution Account which will be used for an advance with respect to such Mortgage Loan, the Master Servicer will deposit in the Distribution Account not later than the Business Day immediately preceding the related Distribution Date an amount equal to such deficiency, net of the Servicing Fee for such Mortgage Loan except to the extent the Master Servicer determines any such advance to be a Nonrecoverable Advance. Subject to the foregoing, the Master Servicer shall continue to make such advances through the date that the Servicer is required to do so under the Servicing Agreement. If the Master Servicer deems an advance to be a Nonrecoverable Advance, on the Business Day immediately preceding the related Distribution Date, the Master Servicer shall present an Officer’s Certificate to the Securities Administrator (i) stating that the Master Servicer elects not to make a Advance in a stated amount and (ii) detailing the reason it deems the advance to be a Nonrecoverable Advance.

(c) The Master Servicer shall deposit in the Distribution Account not later than each Business Day immediately preceding the related Distribution Date an amount equal to the sum of the aggregate amounts required to be paid by the Servicer under the Servicing Agreement with respect to subclauses (a) and (b) of the definition of Prepayment Interest Shortfall with respect to the Mortgage Loans for the related Distribution Date, and not so paid by the Servicer (such amount, the “Compensating Interest Payment”). The Master Servicer shall not be entitled to any reimbursement of any Compensating Interest Payment.

Section 4.04 Distributions on the REMIC Regular Interests.

(a) On each Distribution Date, the following amounts, in the following order of priority, shall be distributed by REMIC 1 to REMIC 2 on account of the REMIC 1 Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R Certificates (in respect of the Class R-1 Interest), as the case may be:

(i) from the Interest Remittance Amount for such Distribution Date, to holders of each REMIC 1 Regular Interest, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC 1 Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC 1 Regular Interest ZZ and REMIC 1 Regular Interest P shall be reduced when the REMIC 1 Overcollateralized Amount is less than the REMIC 1 Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to holders of each REMIC 1 Regular Interest for which an Offered Certificate is the Corresponding Certificate in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for each such REMIC 1 Regular Interest, and the Uncertificated Principal Balance of REMIC 1 Regular Interest ZZ shall be increased by such amount;

(ii) from the Principal Remittance Amount for such Distribution Date, allocated as follows:

(A) 98.00% of such amount to holders of REMIC 1 Regular Interest AA, until the Uncertificated Principal Balance of such REMIC 1 Regular Interest is reduced to zero; and

(B) 2.00% of such remainder, first, to holders of each REMIC 1 Regular Interest for which an Offered Certificate is the Corresponding Certificate, in an aggregate amount equal to 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for each such REMIC 1 Regular Interest, until the Uncertificated Principal Balances of such REMIC 1 Regular Interests are reduced to zero; and second, to the holders of REMIC 1 Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC 1 Regular Interest is reduced to zero;

(iii) to holders of REMIC 1 Regular Interest P, (A) all amounts representing Prepayment Charges, and (B) on the Class P Principal Distribution Date, any remaining amounts, until an amount equal to the initial Uncertificated Principal Balance of such REMIC 1 Regular Interest P has been distributed pursuant to this clause; and

(iv) any remaining amounts to the Holders of the Class R Certificates (in respect of the Class R-1 Interest).

(b) On each Distribution Date, the amounts distributed pursuant to Sections 4.01(d)(iv) and (v) on such date shall be deemed distributed from REMIC 2 to Holders of the Class C Certificates in respect of the Class C Distribution Amount.

Section 4.05 Allocation of Realized Losses.

On each Distribution Date, the Securities Administrator shall allocate any Applied Realized Loss Amount to reduce the Certificate Principal Balance of the Offered Certificates in the following order: first, to the Class M-7 Certificates, in reduction of the Certificate Principal Balance thereof, until reduced to zero, second, to the Class M-6 Certificates, in reduction of the Certificate Principal Balance thereof, until reduced to zero, third, to the Class M-5 Certificates, in reduction of the Certificate Principal Balance thereof, until reduced to zero, fourth, to the Class M-4 Certificates, in reduction of the Certificate Principal Balance thereof, until reduced to zero, fifth, to the Class M-3 Certificates, in reduction of the Certificate Principal Balance thereof, until reduced to zero, sixth, to the Class M-2 Certificates, in reduction of the Certificate Principal Balance thereof, until reduced to zero, seventh, to the Class M-1 Certificates, in reduction of the Certificate Principal Balance thereof, until reduced to zero; and eighth, to the Class A-5 Certificates, on a pro rata, based on the Certificate Principal Balances thereof, in each case in reduction of the Certificate Principal Balances thereof, until reduced to zero, provided that any such Applied Realized Loss Amount otherwise allocable to the Class A-5-A Certificates shall first be allocated to the Class A-5-B Certificates, until reduced to zero.

Any allocation of a Applied Realized Loss Amount to a Certificate will be made by reducing the Certificate Principal Balance thereof by the amount so allocated as of the Distribution Date in the month following the calendar month in which such Realized Loss was incurred.

If, after taking into account Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount of such Subsequent Recoveries will be applied to increase the Certificate Principal Balance of the Class M Certificates with the highest payment priority to which Realized Losses have been allocated, and then to increase the Certificate Principal Balance of the Class A-5 Certificates with the highest payment priority to which Realized Losses have been allocated, but not by more than the amount of Realized Losses previously allocated to that Class of Certificates. The amount of any remaining Subsequent Recoveries will be applied to increase the Certificate Principal Balance of the Class of Certificates with the next highest payment priority, up to the amount of such Realized Losses previously allocated to that Class of Certificates, and so on. Holders of the Certificates will not be entitled to any payment in respect of any Current Interest on the amount of such increases for any Accrual Period preceding the Distribution Date on which such increase occurs. Any such increases shall be applied to the Certificate Principal Balance of each Certificate of such Class in accordance with its respective percentage interest.

With respect to the REMIC 1 Regular Interests, the interest portion of Realized Losses on the Mortgage Loans shall be allocated by the Securities Administrator on each Distribution Date, first, to Uncertificated Accrued Interest payable to REMIC 1 Regular Interest AA and REMIC 1 Regular Interest ZZ up to an aggregate amount equal to the REMIC 1 Interest Loss Allocation Amount, 98% and 2%, respectively, and to the extent of any amount equal to the REMIC 1 Interest Loss Allocation Amount remaining after the foregoing allocations to REMIC 1 Regular Interests AA and ZZ, to Uncertificated Accrued Interest payable to REMIC 1 Regular Interest P to the extent of such remaining amount, and thereafter, to Uncertificated Accrued Interest payable to the REMIC 1 Regular Interests (other than REMIC 1 Regular Interest P), pro rata, based on the Uncertificated Accrued Interest for each such REMIC 1 Regular Interest prior to such allocation. With respect to the REMIC 1 Regular Interests, the principal portion of Realized Losses on the Mortgage Loans shall be allocated by the Securities Administrator on each Distribution Date, first, to the Uncertificated Principal Balances of the REMIC 1 Regular Interest AA and REMIC 1 Regular Interest ZZ up to an aggregate amount equal to the REMIC 1 Principal Loss Allocation Amount, 98.00% and 2.00%, respectively; second, to the Uncertificated Principal Balances of REMIC 1 Regular Interest AA, REMIC 1 Regular Interest M-7 and REMIC 1 Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest M-7 has been reduced to zero; third, to the Uncertificated Principal Balances of REMIC 1 Regular Interest AA, REMIC 1 Regular Interest M-6 and REMIC 1 Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest M-6 has been reduced to zero; fourth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest AA, REMIC 1 Regular Interest M-5 and REMIC 1 Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest M-5 has been reduced to zero; fifth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest AA, REMIC 1 Regular Interest M-4 and REMIC 1 Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest M-4 has been reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest AA, REMIC 1 Regular Interest M-3 and REMIC 1 Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest M-3 has been reduced to zero; seventh, to the Uncertificated Principal Balances of REMIC 1 Regular Interest AA, REMIC 1 Regular Interest M-2 and REMIC 1 Regular Interest 1-ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest M-2 has been reduced to zero; eighth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest AA, REMIC 1 Regular Interest M-1 and REMIC 1 Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest M-1 has been reduced to zero; and ninth, to the Uncertificated Principal Balance of REMIC 1 Regular Interest AA, 98.00%, to the Uncertificated Principal Balances of REMIC 1 Regular Interests A-5-A and A-5-B, 1.00% pro rata, and to the Uncertificated Principal Balance of REMIC 1 Regular Interest ZZ, 1.00%, until the Uncertificated Principal Balances of such REMIC 1 Regular Interests A-5-A and A-5-B have been reduced to zero, provided that any such Realized Losses otherwise allocable to REMIC 1 Regular Interest A-5-A shall be first allocated to REMIC 1 Regular Interest A-5-B, until the Uncertificated Principal Balance thereof has been reduced to zero.

Section 4.06 Information Reports to Be Filed by the Servicer.

The Servicer shall file information reports with respect, to the extent set forth in the Servicing Agreement, to the receipt of mortgage interest received in a trade or business, foreclosures and abandonments of any Mortgaged Property and the information returns relating to cancellation of indebtedness income with respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P of the Code, respectively, and deliver to the Securities Administrator an Officers’ Certificate stating that such reports have been filed. Such reports shall be in form and substance sufficient to meet the reporting requirements imposed by such Sections 6050H, 6050J and 6050P of the Code.

Section 4.07 Compliance with Withholding Requirements.

Notwithstanding any other provision of this Agreement the Securities Administrator shall comply with all federal withholding requirements respecting payments to Certificateholders of interest or original issue discount on the Mortgage Loans, that the Securities Administrator reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for such withholding. In the event the Securities Administrator withholds any amount from interest or original issue discount payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Securities Administrator shall, together with its monthly report to such Certificateholders pursuant to Section 4.02 hereof, indicate such amount withheld.

Section 4.08 [Reserved].

Section 4.09 [Reserved].

Section 4.10 Cap Contracts.

The Securities Administrator shall deposit any amounts received from time to time with respect to the Cap Contracts into the Reserve Fund.

The Securities Administrator shall prepare and deliver any notices required to be delivered under the Cap Contracts.

The Cap Contract Provider shall act as calculation agent and/or shall terminate each Cap Contract, in each case upon the occurrence of certain events of default or termination events to the extent specified in or pursuant to the Confirmations. On the related Cap Contract Scheduled Termination Date, after all other distributions to be made on such date have been made pursuant to the terms of this Agreement, if any such amounts received by the Securities Administrator with respect thereto in respect of such termination remain in the Reserve Fund, such amounts shall be distributed by the Securities Administrator to the Class C Certificates.

In the event that a Cap Contract is terminated prior to the related Cap Contract Scheduled Termination Date, the Securities Administrator, at the direction of the Depositor, shall use reasonable efforts to appoint a successor cap counterparty using any cap agreement termination payments paid by the Cap Counterparty. If the Securities Administrator is unable to locate a qualified successor cap counterparty within thirty (30) days of the Early Termination Date (as defined in the related Cap Contract), any cap agreement termination payments paid by the Cap Counterparty will be deposited into a separate non-interest bearing Eligible Account and the Securities Administrator, on each subsequent Distribution Date (until the termination date of the related Cap Contract or the appointment of a successor cap counterparty), will withdraw from the amount then remaining on deposit in such account an amount equal to the payment, if any, that would have been paid to the Securities Administrator by the original Cap Counterparty calculated in accordance with the terms of the related original Cap Contract, and distribute such amount to the Holders of the related Certificates in accordance with Section 4.11

Section 4.11 Reserve Fund

(a) On the Closing Date, the Securities Administrator shall establish and maintain in its name, in trust for the benefit of the Holders of the Offered Certificates and the Class C Certificates, the Reserve Fund, and shall deposit an amount equal to the Reserve Fund Deposit therein upon receipt from or on behalf of the Depositor of such amount. All funds on deposit in the Reserve Fund shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held by the Securities Administrator pursuant to this Agreement; except funds deposited for distributions in accordance with Section 4.01(d)(iv) hereof.

(b) On each Distribution Date, the Securities Administrator shall deposit into the C Reserve Fund all amounts received in respect of each Cap Contract for the Accrual Period. The Securities Administrator shall make withdrawals from the Reserve Fund to make distributions pursuant to this Section 4.11 and Section 4.01(d)(iv).

(c) Funds in the Reserve Fund will be invested by the Securities Administrator in the Wells Fargo Advantage Prime Investment Money Market Fund. All such investments shall be made in the name of the Trustee, for the benefit of the Holders of the Class C Certificates. Any net investment earnings on such amounts shall be retained therein until withdrawn as provided in this Section 4.11 and shall be taxable to the Holder of the Class C Certificates. Any losses incurred in the Reserve Fund in respect of any such investments shall be charged against amounts on deposit in the Reserve Fund (or such investments) immediately as realized, and amounts in respect of such losses shall be deposited by the Holder of the Class C Certificates out of its own funds immediately as realized. The Securities Administrator shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Reserve Fund and made in accordance with this Section 4.11. For federal income tax purposes, the Class C Certificates shall be the owner of the Reserve Fund, subject to the power of the Securities Administrator to transfer amounts under Section 4.01(d) and this Section 4.11. The Reserve Fund will not constitute an asset of any REMIC created hereunder but is intended to constitute an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h).

(d) On each Distribution Date, the Securities Administrator will deposit in the Cap Reserve Fund any amounts received in respect of the Cap Contracts On each Distribution Date, such amounts received in respect of the Cap Contracts will be distributed prior to application 4.01(d) above to the Certificates to the extent necessary and to the extent not previously distributed in the following order of priority:

(1) from any amounts received in respect of the Class A-1 Cap Contract for the related Accrual Period:

(A) to the Class A-1 Certificates, an amount up to the Basis Risk Shortfall Carry-Forward Amount for that Class;

(B) to each Class of Class A Certificates (other than the Class A-1 Certificates), pro rata based on the Certificate Principal Balances thereof, to the extent needed to pay any Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts, as applicable, for each such Class, provided that any remaining amount received from the Class A-1 Cap Contract after the allocation to pay Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts, as applicable, based on the Certificate Principal Balances of those Certificates will be distributed to each such Class of Class A Certificates with respect to which there remains any unpaid Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts, as applicable, (after the distribution based on Certificate Principal Balances), pro rata, based on the amount of the unpaid Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts, as applicable;

(C) sequentially, to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates, in that order, in an amount equal to any Net WAC Shortfall Carry-Forward Amount for that Class; and

(D) any remaining amounts to the Class C Certificates

(2) from any amounts received in respect of the Class A-2-A Cap Contract for the related Accrual Period:

(A) to the Class A-2-A Certificates, an amount up to the Basis Risk Shortfall Carry-Forward Amount for that class;

(B) to each Class of Class A Certificates (other than the Class A-2-A Certificates), pro rata based on the Certificate Principal Balances thereof, to the extent needed to pay any Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts, as applicable, for each such Class, provided that any remaining amount received from the Class A-2-A Cap Contract after the allocation to pay Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts, as applicable, based on the Certificate Principal Balances of those Certificates will be distributed to each such Class of Class A Certificates with respect to which there remains any unpaid Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts, as applicable, (after the distribution based on Certificate Principal Balances), pro rata, based on the amount of the unpaid Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts, as applicable;

(D) any remaining amounts to the Class C Certificates.

(e) Following the distributions from amounts received under the Cap Contracts in Section 4.11(d) above, the Securities Administrator will deposit in the Reserve Fund the amounts specified in 4.01(d)(iv) above for payment of Basis Risk Shortfall Carry-Forward Amounts or Net WAC Shortfall Carry-Forward Amounts, as applicable, to the Offered Certificates, in accordance with the priorities set forth in Section 4.01(d)(iv). Immediately following such deposit, the Securities Administrator shall, and has been directed by the Holder of the Class C Certificates to, distribute amounts then on deposit in the Reserve Fund to the Holders of the Offered Certificates in respect of any Basis Risk Shortfall Carry-Forward Amounts and Net WAC Shortfall Carry-Forward Amounts that remain unpaid in accordance with the priorities set forth in Section 4.01(d)(iv). Any amount paid to the Holders of any Offered Certificates pursuant to the preceding sentence in respect of Basis Risk Shortfall Carry-Forward Amounts and Net WAC Shortfall Carry-Forward Amounts from amounts otherwise distributable to the Holder of the Class C Certificates pursuant to Section 4.01(d)(iv) shall be treated as distributed to the Holder of the Class C Certificates and paid by such Holder to the Holders of such Offered Certificates. Any payments to the Holders of the Offered Certificates in respect of Basis Risk Shortfall Carry-Forward Amounts and Net WAC Shortfall Carry-Forward Amounts pursuant to the preceding sentences shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1).

ARTICLE V

THE CERTIFICATES

Section 5.01 The Certificates.

(a) The Certificates will be substantially in the respective forms annexed hereto as Exhibits A and B. The Certificates will be issuable in registered form only. The Class A Certificates and Class M Certificates will be issued in minimum denominations of a $1,000 principal balance and integral multiples of $1 in excess thereof. The Class R Certificates and Class C Certificates will be issued in minimum percentage interests of 20%. The Class P Certificates will be issued in minimum denominations of a $1000 principal balance.

Upon original issue, the Certificates shall, upon the written request of the Depositor executed by an officer of the Depositor, be executed and delivered by the Securities Administrator, authenticated by the Securities Administrator and delivered to or upon the order of the Depositor upon receipt by the Securities Administrator of the documents specified in Section 2.01. The Certificates shall be executed by manual or facsimile signature on behalf of the Securities Administrator by a Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who were at the time they signed the proper officers of the Securities Administrator shall bind the Securities Administrator, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Securities Administrator by manual signature, and such Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates issued on the Closing Date shall be dated the Closing Date and any Certificates delivered thereafter shall be dated the date of their authentication.

(b) The Certificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided below, registration of such Certificates may not be transferred by the Securities Administrator except to another Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. The Certificate Owners shall hold their respective Ownership Interests in and to each of such Book-Entry Certificates through the book-entry facilities of the Depository and, except as provided below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall transfer the Ownership Interests only in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depositor’s normal procedures. The Securities Administrator shall not be required to monitor, determine or inquire as to compliance with the transfer restrictions with respect to the Book-Entry Certificates, and the Securities Administrator shall have no liability for transfers of Ownership Interests in the Book-Entry Certificates made through the book-entry facilities of the Depositary or between or among Depositary Participants or Certificate Owners, made in violation of the applicable restrictions.

The Trustee, the Securities Administrator, the Master Servicer and the Depositor may for all purposes (including the making of payments due on the respective Classes of Book-Entry Certificates) deal with the Depository as the authorized representative of the Certificate Owners with respect to the respective Classes of Book-Entry Certificates for the purposes of exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the respective Classes of Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Certificate Owners as Holder of any Class of Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Securities Administrator may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date.

If (i)(A) the Depositor advises the Securities Administrator in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Depositor is unable to locate a qualified successor or (ii) the Depositor, with the consent of Certificate Owners, advises the Securities Administrator in writing that it elects to terminate the book-entry system through the Depository, the Securities Administrator shall notify all Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Securities Administrator of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Securities Administrator shall, at the expense of the Depositor, issue the Definitive Certificates. Neither the Depositor, the Master Servicer nor the Securities Administrator shall be liable for any actions taken by the Depository or its nominee, including, without limitation, any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates the Trustee, the Securities Administrator and the Master Servicer shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder.

(c) Each Certificate is intended to be a “security” governed by Article 8 of the Uniform Commercial Code as in effect in the State of New York and any other applicable jurisdiction, to the extent that any of such laws may be applicable.

Section 5.02 Registration of Transfer and Exchange of Certificates.

(a) The Securities Administrator shall maintain a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Securities Administrator shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided.

(b) Except as provided in Section 5.02(c), no transfer, sale, pledge or other disposition of a Class R, Class C or Class P Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”), and any applicable state securities laws or is made in accordance with said Act and laws. In the event that a transfer of a Class R, Class C or Class P Certificate is to be made under this Section 5.02(b), (i) the Securities Administrator shall require an Opinion of Counsel acceptable to and in form and substance satisfactory to the Securities Administrator that such transfer shall be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Securities Administrator, the Trustee, the Depositor or the Master Servicer, provided that such Opinion of Counsel will not be required in connection with the initial transfer of any such Certificate by the Depositor or any affiliate thereof, to a non-affiliate of the Depositor and (ii) the Securities Administrator shall require the transferee to execute a representation letter, substantially in the form of Exhibit G-1 hereto, and the Securities Administrator shall require the transferor to execute a representation letter, substantially in the form of Exhibit G-2 hereto, each acceptable to and in form and substance satisfactory to the Securities Administrator certifying to the Depositor and the Securities Administrator the facts surrounding such transfer, which representation letters shall not be an expense of the Securities Administrator, the Trustee, the Depositor or the Master Servicer; provided, however, that such representation letters will not be required in connection with any transfer of any such Certificate by the Depositor to an affiliate of the Depositor and the Securities Administrator shall be entitled to conclusively rely upon a representation (which, upon the request of the Securities Administrator, shall be a written representation) from the Depositor of the status of such transferee as an affiliate of the Depositor. Any such Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator, the Trustee, the Depositor and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such applicable federal and state laws.

(c) Notwithstanding the requirements of Section 5.02(b), transfers of Class R, Class C or Class P Certificates may be made in accordance with this Section 5.02(c) if the prospective transferee of a Certificate provides the Securities Administrator and the Depositor with an investment letter substantially in the form of Exhibit G-3 attached hereto, which investment letter shall not be an expense of the Securities Administrator, the Trustee, the Depositor or the Master Servicer, and which investment letter states that, among other things, such transferee is a “qualified institutional buyer” as defined under Rule 144A, provided that, in the case of any Book-Entry Certificate, such transferee shall be deemed to have made such representations and warranties contained in such investment letter. Such transfers shall be deemed to have complied with the requirements of Section 5.02(b) hereof. Any such Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Securities Administrator, the Trustee, the Depositor and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such applicable federal and state laws.

No transfer of any Class C Certificate shall be made unless the transferee of such Class C Certificate provides to the Securities Administrator the appropriate tax certification form (i.e., IRS Form W-9 or IRS Form W-8BEN, W-8IMY, W-8EXP or W-8ECI, as applicable (or any successor form thereto)), as a condition to such transfer and agrees to update such forms (i) upon expiration of any such form, (ii) as required under then applicable U.S. Treasury regulations and (iii) promptly upon learning that any IRS Form W-9 or IRS Form W-8BEN, W-8IMY, W-8EXP or W-8ECI, as applicable (or any successor form thereto), has become obsolete or incorrect. Upon receipt of any such tax certification form from a transferee of any Class C Certificate, the Securities Administrator shall provide a copy of such tax certification form to the Trustee. The Trustee shall provide a copy of any such tax certification form to the Cap Contract Provider in respect of each of the Cap Contracts.

The Securities Administrator shall require an Opinion of Counsel, on which the Securities Administrator, the Trustee, the Depositor and the Master Servicer may rely, from a prospective transferee prior to the transfer of any ERISA Restricted Certificate, Class C or Class P Certificates to any employee benefit plan or other retirement arrangement, including an individual retirement account or Keogh plan, that is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code (any of the foregoing, a “Plan”), to a trustee or other Person acting on behalf of any Plan, or to any other person who is using “plan assets” of any Plan to effect such acquisition (including any insurance company using funds in its general or separate accounts that may constitute “plan assets”). Such Opinion of Counsel must establish to the satisfaction of the Securities Administrator that such transfer is permissible under applicable law, will not constitute or result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, and will not subject the Securities Administrator, the Trustee, the Master Servicer or the Depositor to any obligation in addition to those undertaken in this Agreement. None of the Depositor, the Master Servicer, the Securities Administrator or the Trustee will be required to obtain such Opinion of Counsel on behalf of any prospective transferee. A purchaser of an ERISA Restricted Certificate, Class C or Class P Certificates shall be deemed to represent to the Securities Administrator, the Trustee, the Master Servicer and the Depositor that it is not a Plan or using assets of a Plan if it does not provide such an Opinion of Counsel.

Each beneficial owner of a Class M Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that Certificate or interest therein, that either (i) it is not a Plan or a trustee or other Person acting on behalf of a Plan or using “plan assets” of a Plan to effect such acquisition (including any insurance company using funds in its general or separate accounts that may constitute “plan assets”) or (ii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the Certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.

If any Certificate, or any interest therein, is acquired or held in violation of this section 5.02(c), the next preceding permitted beneficial owner will be treated as the beneficial owner of that Certificate, retroactive to the date of transfer to the purported beneficial owner. Any purported beneficial owner whose acquisition or holding of a Certificate, or interest therein, was effected in violation of this section shall indemnify to the extent permitted by law and hold harmless the Depositor, the Seller, the Master Servicer, any servicer, any Underwriter and the Trustee from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding.

(d) [Reserved]

(e) (i) Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Securities Administrator or its designee under clause (iii)(A) below to deliver payments to a Person other than such Person and to negotiate the terms of any mandatory sale under clause (iii)(B) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions:

(A)

Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee.

(B)

In connection with any proposed Transfer of any Ownership Interest in a Residual Certificate, the Securities Administrator shall require delivery to it, and shall not register the Transfer of any Residual Certificate until its receipt, of (I) an affidavit and agreement (a “Transfer Affidavit and Agreement” in the form attached hereto as Exhibit G-5) from the proposed Transferee, in form and substance satisfactory to the Securities Administrator, representing and warranting, among other things, that it is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Residual Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 5.02 and agrees to be bound by them, and (II) a certificate, in the form attached hereto as Exhibit G-4, from the Holder wishing to transfer the Residual Certificate, in form and substance satisfactory to the Securities Administrator, representing and warranting, among other things, that no purpose of the proposed Transfer is to impede the assessment or collection of tax.

(C)

Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Securities Administrator assigned to this transaction has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Residual Certificate to such proposed Transferee shall be effected.

(D)

Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Residual Certificate and (y) not to transfer its Ownership Interest unless it provides a certificate to the Securities Administrator in the form attached hereto as Exhibit G-4.

(E)

Each Person holding or acquiring an Ownership Interest in a Residual Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Securities Administrator written notice that it is a “pass-through interest holder” within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Residual Certificate, if it is “a pass-through interest holder”, or is holding an Ownership Interest in a Residual Certificate on behalf of a “pass-through interest holder.”

(ii) The Securities Administrator will register the Transfer of any Residual Certificate only if it shall have received the Transfer Affidavit and Agreement in the form attached hereto as Exhibit G-5, a certificate of the Holder requesting such transfer in the form attached hereto as Exhibit G-4 and all of such other documents as shall have been reasonably required by the Securities Administrator as a condition to such registration. Transfers of the Residual Certificates other than to Permitted Transferees are prohibited.

(iii) (A) If any Person other than a Permitted Transferee shall become a Holder of a Residual Certificate, then the last preceding Permitted Transferee shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of such Transfer of such Residual Certificate. If a transfer of a Residual Certificate is disregarded pursuant to the provisions of Treasury Regulations Section 1.860E-1 or Section 1.860G-3, then the last preceding Permitted Transferee shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of such transfer of such Residual Certificate. The prior Holder shall be entitled to recover from any purported Holder of a Residual Certificate that was in fact not a Permitted Transferee under this Section 5.05(b) at the time it became a Holder all payments made on such Residual Certificate. Each Holder of a Residual Certificate, by acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this clause (e) and to any amendment of this Agreement deemed necessary (whether as a result of new legislation or otherwise) by counsel of the Depositor to ensure that the Residual Certificates are not transferred to any Person who is not a Permitted Transferee and that any transfer of such Residual Certificates will not cause the imposition of a tax upon the Issuing Entity or cause any such REMIC to fail to qualify as a REMIC. The Securities Administrator shall be under no liability to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by this Section 5.02 or for making any payments due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement.

(B) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the restrictions in this Section 5.02 and to the extent that the retroactive restoration of the rights of the Holder of such Residual Certificate as described in clause (iii)(A) above shall be invalid, illegal or unenforceable, then the Securities Administrator shall have the right, without notice to the Holder or any prior Holder of such Residual Certificate, to sell such Residual Certificate to a purchaser selected by the Securities Administrator on such terms as the Securities Administrator may choose. Such purported Transferee shall promptly endorse and deliver each Residual Certificate in accordance with the instructions of the Securities Administrator. Such purchaser may be the Securities Administrator itself. The proceeds of such sale, net of the commissions (which may include commissions payable to the Securities Administrator), expenses and taxes due, if any, will be remitted by the Securities Administrator to such purported Transferee. The terms and conditions of any sale under this clause (iii)(B) shall be determined in the sole discretion of the Securities Administrator, and the Securities Administrator shall not be liable to any Person having an Ownership Interest in a Residual Certificate as a result of its exercise of such discretion.

(iv) The Securities Administrator shall make available to the Internal Revenue Service and those Persons specified by the REMIC Provisions, all information necessary to compute any tax imposed (A) as a result of the transfer of an ownership interest in a Residual Certificate to any Person who is a Disqualified Organization, including the information regarding “excess inclusions” of such Residual Certificates required to be provided to the Internal Revenue Service and certain Persons as described in Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or organization described in Section 1381 of the Code that holds an Ownership Interest in a Residual Certificate having as among its record Holders at any time any Person who is a Disqualified Organization. The Securities Administrator may charge and shall be entitled to reasonable compensation for providing such information as may be required from those Persons which may have had a tax imposed upon them as specified in clauses (A) and (B) of this paragraph for providing such information.

(v) Subject to the preceding paragraphs, upon surrender for registration of transfer of any Certificate at the office of the Securities Administrator maintained for such purpose, the Securities Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same Class of a like aggregate Percentage Interest. Every Certificate surrendered for transfer shall be accompanied by notification of the account of the designated transferee or transferees for the purpose of receiving distributions pursuant to Section 4.01 by wire transfer, if any such transferee desires and is eligible for distribution by wire transfer.

(vi) At the option of the Certificateholders, Certificates may be exchanged for other Certificates of authorized denominations of the same Class of a like aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at the office of the Securities Administrator. Whenever any Certificates are so surrendered for exchange the Securities Administrator shall execute, authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Securities Administrator) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Securities Administrator duly executed by, the Holder thereof or his attorney duly authorized in writing.

(vii) No service charge shall be made to the Certificateholders for any transfer or exchange of Certificates, but the Securities Administrator may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

(viii) All Certificates surrendered for transfer and exchange shall be canceled and retained by the Securities Administrator in accordance with the Securities Administrator’s standard procedures.

Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.

If (i) any mutilated Certificate is surrendered to the Securities Administrator and the Securities Administrator receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Securities Administrator such security or indemnity as may be required by it to save it harmless, then, in the absence of notice to the Securities Administrator that such Certificate has been acquired by a bona fide purchaser, the Securities Administrator shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same Class and Percentage Interest. Upon the issuance of any new Certificate under this Section 5.03, the Securities Administrator may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Securities Administrator) connected therewith. Any replacement Certificate issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership in the Trust Fund, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

Section 5.04 Persons Deemed Owners.

The Depositor, the Master Servicer, Securities Administrator the Trustee and any agent of any of them may treat the person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions pursuant to Section 4.01 and for all other purposes whatsoever, and neither the Depositor, the Master Servicer, the Trustee nor any agent of any of them shall be affected by notice to the contrary.

ARTICLE VI

THE DEPOSITOR AND THE MASTER SERVICER

Section 6.01 Liability of the Depositor and the Master Servicer.

The Depositor and the Master Servicer each shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Depositor and the Master Servicer herein. Only the Master Servicer, any successor master servicer or the Trustee acting as successor master servicer shall be liable with respect to the master servicing of the Mortgage Loans and the REO Property for actions taken by any such Person in contravention of the Master Servicer’s duties hereunder.

The Master Servicer shall indemnify the Depositor, the Trustee and any director, officer, employee or agent of the Depositor or the Trustee against any such claim or legal action (including any pending or threatened claim or legal action), loss, liability, fee or expense that may be sustained in connection with this Agreement related to the willful misfeasance, bad faith, or negligence in the performance of the Master Servicer’s duties hereunder.

Section 6.02 Merger, Consolidation or Conversion of the Depositor or the Master Servicer.

The Depositor and the Master Servicer each will keep in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation, and each will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement.

Any Person into which the Depositor or the Master Servicer may be merged, consolidated or converted, or any corporation resulting from any merger or consolidation to which the Depositor or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor or the Master Servicer, shall be the successor of the Depositor or the Master Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person to the Master Servicer or an affiliate thereof shall be qualified to service Mortgage Loans for Fannie Mae or Freddie Mac.

Section 6.03 Limitation on Liability of the Depositor, the Master Servicer, the Securities Administrator and Others.

Neither the Depositor, the Master Servicer nor any of the directors, officers, employees or agents of the Depositor or the Master Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or the Master Servicer (but this provision shall protect the above described persons) against any breach of warranties or representations made herein, or against any specific liability imposed on the Master Servicer pursuant to Section 3.01 or any other Section hereof; and provided further that this provision shall not protect the Depositor, the Master Servicer or any such person, against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of such person’s duties or by reason of reckless disregard of such person’s obligations and duties hereunder. The Depositor, the Master Servicer and any director, officer, employee or agent of the Depositor or the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Custodian, the Master Servicer, the Securities Administrator and any director, officer, employee or agent of the Depositor, the Custodian, the Master Servicer or the Securities Administrator shall be indemnified and held harmless by the Trust Fund, against any loss, liability or expense incurred in connection with this Agreement or the Certificates or the Mortgage Loans (including, without limitation, reasonable legal fees and disbursements of counsel), other than (a) solely with respect to the Master Servicer, any loss, liability or expense related to the Master Servicer’s failure to perform its master servicing obligations with respect to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or related to the Master Servicer’s obligations under Section 3.01, or solely with respect to the Custodian, to the Custodian’s failure to perform its duties under the this Agreement, respectively, or (b) with respect to any of the foregoing entities, any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of obligations and duties hereunder. None of the Depositor, the Master Servicer or the Securities Administrator shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Master Servicer or the Securities Administrator may in its sole discretion undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom (except any action or liability related to the Master Servicer’s obligations under Section 3.01) shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Custodian, the Master Servicer and the Securities Administrator shall be entitled to be reimbursed therefor from the Distribution Account as provided in Section 3.20, any such right of reimbursement being prior to the rights of Certificateholders to receive any amount in the Distribution Account.

Section 6.04 Limitation on Resignation of the Master Servicer.

The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor master servicer reasonably acceptable to the Trustee upon receipt by the Trustee of a letter from each Rating Agency (obtained by the Master Servicer and at its expense) that such a resignation and appointment will not, in and of itself, result in a downgrading of the Certificates or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination described in (b) above permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel (at the expense of the resigning Master Servicer) to such effect delivered to the Trustee. No such resignation shall become effective until the Trustee or another successor master servicer shall have assumed the Master Servicer’s responsibilities, duties, liabilities and obligations hereunder. Any resignation of the Master Servicer shall result in the automatic resignation of the Securities Administrator.

If at any time the Master Servicer shall fail to resign after written request therefor by the Depositor, or if at any time the Master Servicer shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Master Servicer or of its property shall be appointed, or any public officer shall take charge or control of the Master Servicer or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, the Depositor may remove the Master Servicer, and appoint a successor master servicer who meets the eligibility requirements of Section 7.02 by written instrument, in triplicate, which instrument shall be delivered to the Master Servicer so removed and to the successor master servicer. If no successor shall have been so appointed and accepted appointment within thirty (30) days after such event, the retiring master servicer may petition a court of competent jurisdiction to appoint a successor.

Section 6.05 Sale and Assignment of Master Servicing.

The Master Servicer may sell and assign its rights and delegate its duties and obligations in their entirety as Master Servicer under this Agreement; provided, however, that: (i) the purchaser or transferee accepting such assignment and delegation (a) shall be a Person which shall be qualified to service Mortgage Loans for Fannie Mae or Freddie Mac; (b) shall, in the case of successor master servicers only, have a net worth of not less than $10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as master servicer under this Agreement and any custodial agreement, from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Master Servicer and each Rating Agency’s rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect obtained by the Master Servicer at its expense and delivered to the Trustee; and (iii) the Master Servicer assigning and selling the master servicing shall deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel (at the expense of the Master Servicer), each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement. No such assignment or delegation shall affect any liability of the Master Servicer arising prior to the effective date thereof.

ARTICLE VII

DEFAULT

Section 7.01 Events of Default.

“Event of Default”, wherever used herein, means any one of the following events:

(i) any failure by the Master Servicer to deposit into the Distribution Account on each Business Day immediately preceding the related Distribution Date the amounts required to be deposited therein (other than an Advance) under the terms of this Agreement which continues unremedied for one (1) Business Day after such amount was required to be remitted; or

(ii) any failure on the part of the Master Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Master Servicer contained in the Certificates or in this Agreement (including any breach of the Master Servicer’s representations and warranties pursuant to Section 2.03(a) which materially and adversely affects the interests of the Certificateholders) which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Trustee or to the Master Servicer and the Trustee by the Holders of Certificates entitled to at least 25% of the Voting Rights; or

(iii) a decree or order of a court or agency or supervisory authority having jurisdiction in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 consecutive days; or

(iv) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of its property; or

(v) the Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of or otherwise voluntarily commence a case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations;

(vi) the Master Servicer shall fail to deposit in the Distribution Account on any Business Day immediately preceding the related Distribution Date an amount equal to any required Advance which continues unremedied for a period of one (1) Business Day after the Business Day immediately preceding the related Distribution Date.

(vii) failure by the Master Servicer to duly perform, within the required time period, its obligations under Sections 3.21, 3.22 or 3.23.

If an Event of Default described in this Section shall occur, then, and in each and every such case, so long as such Event of Default shall not have been remedied, the Trustee may, and at the direction of the Holders of Certificates entitled to at least 51% of the Voting Rights, by notice in writing to the Master Servicer (and to the Trustee if given by such Holders of Certificates), with a copy to the Rating Agencies, shall terminate all of the rights and obligations (but not the liabilities) of the Master Servicer under this Agreement and in and to the Trust Fund, other than its rights as a Certificateholder hereunder; provided, however, that the successor to the Master Servicer appointed pursuant to Section 7.02 shall have accepted the duties of Master Servicer effective upon the resignation or termination of the Master Servicer; and provided, further, that notwithstanding anything to the contrary contained in this Section 7.01, the Trustee shall only terminate the Master Servicer for an Event of Default as described in Section 7.01(vii) above upon written direction from the Depositor. On or after the deliver to the Master Servicer of such notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder thereof) or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section, and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise at the expense of the Master Servicer. The Master Servicer agrees to cooperate with (and pay any related costs and expenses of) the Trustee in effecting the termination of the Master Servicer’s responsibilities and rights hereunder, including, without limitation, the transfer to the Trustee or another successor master servicer for administration by it of (i) the property and amounts which are then or should be part of the Trust Fund or which thereafter become part of the Trust Fund; (ii) originals or copies of all documents of the Master Servicer reasonably requested by the Trustee to enable a successor to assume the Master Servicer’s duties thereunder; (iii) the rights and obligations of the Master Servicer under the Subservicing Agreements with respect to the Mortgage Loans; and (iv) all cash amounts which shall at the time be deposited by the Master Servicer or should have been deposited to the Distribution Account or thereafter be received with respect to the Mortgage Loans. The Trustee shall not be deemed to have breached any obligation hereunder as a result of a failure to make or delay in making any distribution as and when required hereunder caused by the failure of the Master Servicer to remit any amounts received by it or to deliver any documents held by it with respect to the Mortgage Loans. For purposes of this Article VII, the Trustee shall not be deemed to have knowledge of an Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such an Event of Default is received by the Trustee as provided in Section 11.05 and such notice references the Certificates, the Trust Fund or this Agreement.

Section 7.02 Trustee to Act; Appointment of Successor.

Within 100 days of the time the Master Servicer receives a notice of termination pursuant to Section 7.01(i) - (vi), the Trustee or another successor appointed as set forth herein shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject thereafter to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer including the obligation to make Advances which have been or will be required to be made (except for the responsibilities, duties and liabilities contained in Section 2.03 and its obligations to deposit amounts in respect of losses pursuant to 4.01(i)) by the terms and provisions hereof; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer’s failure to provide information required by Section 4.03 shall not be considered a default by the successor master servicer. As compensation therefor, the Trustee or another successor master servicer shall be entitled to all funds relating to the Mortgage Loans which the Master Servicer would have been entitled to charge to the Distribution Account if the Master Servicer had continued to act hereunder. If the Trustee has become the successor to the Master Servicer in accordance with Section 6.04 or Section 7.02, then notwithstanding the above, if the Trustee shall be unwilling to so act, or shall be unable to so act, the Trustee may appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, which is also a Fannie Mae- or Freddie Mac-approved mortgage servicing institution, having a net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall act in such capacity as herein above provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer hereunder. Each of the Depositor, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. In no event shall the successor master servicer be liable for the acts or omissions of the predecessor Master Servicer.

Any successor, including the Trustee, to the Master Servicer shall maintain in force during its term as master servicer hereunder policies and fidelity bonds to the same extent as the Master Servicer is so required pursuant to Section 3.04.

Section 7.03 Notification to Certificateholders.

(a) Upon any such termination or appointment of a successor to the Master Servicer, the Trustee shall give prompt notice thereof to Certificateholders and to the Rating Agencies.

(b) Within 60 days after the occurrence of any Event of Default, the Trustee shall transmit by mail to all Holders of Certificates notice of each such Event of Default hereunder known to the Trustee, unless such Event of Default shall have been cured or waived.

Section 7.04 Waiver of Events of Default.

The Holders representing at least 51% of the Voting Rights of Certificates affected by a default or Event of Default hereunder, may waive such default or Event of Default (other than an Event of Default set forth in Section 7.01(vi)); provided, however, that (a) a default or Event of Default under clause (i) of Section 7.01 may be waived only by all of the Holders of Certificates affected by such default or Event of Default and (b) no waiver pursuant to this Section 7.04 shall affect the Holders of Certificates in the manner set forth in the second paragraph of Section 11.01 or materially adversely affect any non-consenting Certificateholder. Upon any such waiver of a default or Event of Default by the Holders representing the requisite percentage of Voting Rights of Certificates affected by such default or Event of Default, such default or Event of Default shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon except to the extent expressly so waived. The Master Servicer shall give notice of any such waiver to the Rating Agencies.

Section 7.05 List of Certificateholders.

Upon written request of three or more Certificateholders of record, for purposes of communicating with other Certificateholders with respect to their rights under this Agreement, the Securities Administrator will afford such Certificateholders access during business hours to the most recent list of Certificateholders held by the Securities Administrator.

ARTICLE VIII

CONCERNING THE TRUSTEE AND SECURITIES ADMINISTRATOR

Section 8.01 Duties of Trustee and the Securities Administrator.

The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, and the Securities Administrator each undertake to perform such duties and only such duties as are specifically set forth in this Agreement as duties of the Trustee and the Securities Administrator, respectively. If an Event of Default occurs, is continuing and has not been waived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty.

The Trustee and the Securities Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Securities Administrator which are specifically required to be furnished pursuant to any provision of this Agreement to the Trustee and the Securities Administrator, respectively, shall examine them in accordance with the requirements of this Agreement. If any such instrument is found not to conform on its face to the requirements of this Agreement, the Trustee or the Securities Administrator, as applicable, shall take such action as it deems appropriate to request that the instrument be corrected, and if the instrument is not corrected to the Trustee’s or the Securities Administrator’s, as applicable, satisfaction, the Trustee or the Securities Administrator, as applicable, will provide notice thereof to the Certificateholders (provided in the case of the Trustee that it is provided a certified list of the Holders’ names and addresses by that Securities Administrator). Notwithstanding the foregoing, neither the Trustee nor the Securities Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Master Servicer hereunder or any Opinion of Counsel required hereunder.

The Securities Administrator shall prepare and file or cause to be filed on behalf of the Issuing Entity any Tax Return that is required with respect to any Trust REMIC pursuant to applicable federal, state or local tax laws.

The Securities Administrator covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of any Trust REMIC under the REMIC Provisions and to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on any of any Trust REMIC to the extent that maintaining such status and avoiding such taxes are within the control of the Securities Administrator and are reasonably within the scope of its duties under this Agreement.

No provision of this Agreement shall be construed to relieve the Trustee or the Securities Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:

(i) The duties and obligations of the Trustee prior to the occurrence of an Event of Default, and after the curing or waiver of all such Events of Default which may have occurred and of the Securities Administrator, at all times, shall be determined solely by the express provisions of this Agreement. Neither the Trustee nor the Securities Administrator shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Securities Administrator and, in the absence of bad faith on the part of the Trustee or the Securities Administrator, respectively, the Trustee or the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee or the Securities Administrator and conforming to the requirements of this Agreement;

(ii) Neither the Trustee nor the Securities Administrator shall be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or of the Securities Administrator, as applicable, unless it shall be proved that the Trustee or Securities Administrator, respectively, was negligent in ascertaining the pertinent facts; and

(iii) Neither the Trustee nor the Securities Administrator shall be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders of Certificates entitled to at least 25% of the Voting Rights relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Securities Administrator, respectively, or exercising any trust or power conferred upon the Trustee or the Securities Administrator, respectively, under this Agreement.

Section 8.02 Certain Matters Affecting the Trustee and the Securities Administrator.

Except as otherwise provided in Section 8.01:

(a) The Trustee and the Securities Administrator may conclusively rely upon and shall be fully protected in acting or refraining from acting in reliance upon any resolution, Officers’ Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) The Trustee and the Securities Administrator may consult with counsel and any written advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance therewith;

(c) Neither the Trustee nor the Securities Administrator shall be under any obligation to exercise any of the trusts or powers vested in it by this Agreement, other than its obligation to give notice pursuant to this Agreement, or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or Securities Administrator security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby;

(d) Nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default of which a Responsible Officer of the Trustee’s corporate trust office has actual knowledge (which has not been waived or cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs;

(e) Neither the Trustee nor the Securities Administrator shall be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;

(f) Neither the Trustee prior to the occurrence of an Event of Default hereunder and after the curing or waiver of all Events of Default which may have occurred, nor the Securities Administrator, at any time, shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee or Securities Administrator, as applicable, of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee or Securities Administrator, as applicable, reasonably assured to the Trustee or the Securities Administrator, as applicable, by the security afforded to it by the terms of this Agreement reasonable expense of every such examination shall be paid by the Certificateholders requesting the investigation;

(g) The Trustee and the Securities Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, nominees, custodians or attorneys appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed;

(h) Neither the Trustee nor the Securities Administrator shall be required to give any bond or surety with respect to the execution of the trust created hereby or the powers granted hereunder;

(i) Whenever in the administration of the provisions of this Agreement the Trustee and the Securities Administrator shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or bad faith on the part of the Trustee or the Securities Administrator, as applicable, be deemed to be conclusively proved and established by a certificate signed and delivered to the Trustee or Securities Administrator, as applicable, and such certificate, in the absence of gross negligence or bad faith on the part of the Trustee or Securities Administrator, as applicable, shall be full warrant to the Trustee or Securities Administrator, as applicable, for any action taken, suffered or omitted by it under the provisions of this Agreement upon the faith thereof;

(j) The Securities Administrator shall have no obligation to invest and reinvest any cash held. The Securities Administrator shall have no liability in respect of losses incurred as a result of the liquidation of any investment incurred as a result of the liquidation of any investment prior to its stated maturity;

(k) In order to comply with laws, rules and regulations applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering, the Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Trustee. Accordingly, each of the parties agrees to provide to the Trustee upon its request from time to time such party’s complete name, address, tax identification number and such other identifying information together with copies of such party’s constituting documentation, securities disclosure documentation and such other identifying documentation as may be available for such party.

(l) Neither the Trustee nor, except as otherwise expressly provided herein, the Securities Administrator shall have any duty (A) to see to any recording, filing, or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund other than from funds available in the Distribution Account, or (D) to confirm or verify the contents of any reports or certificates of the Master Servicer or any Servicer delivered to the Trustee or the Securities Administrator pursuant to this Agreement believed by the Trustee or the Securities Administrator, as applicable, to be genuine and to have been signed or presented by the proper party or parties;

(m) Notwithstanding anything in this Agreement to the contrary, neither the Securities Administrator nor the Trustee shall be liable for special, indirect or consequential losses or damages of any kind whatsoever (including, but not limited to, lost profits), even if the Trustee or the Securities Administrator, as applicable, has been advised of the likelihood of such loss or damage and regardless of the form of action; and

(n) Neither the Securities Administrator nor the Trustee shall be responsible for the acts or omissions of the other, it being understood that this Agreement shall not be construed to render them agents of one another, or of any Servicer.

Section 8.03 Trustee and Securities Administrator Not Liable for Certificates or Mortgage Loans.

The recitals contained herein and in the Certificates (other than the signature of the Securities Administrator, the authentication of the Securities Administrator on the Certificates, the acknowledgments of the Securities Administrator contained in Article II) shall be taken as the statements of the Depositor and neither the Trustee nor the Securities Administrator assumes any responsibility for their correctness. Neither the Trustee nor the Securities Administrator makes any representations or warranties as to the validity or sufficiency of this Agreement or of the Certificates (other than with respect to the Securities Administrator, the signature and authentication of the Securities Administrator on the Certificates) or of any Mortgage Loan or related document, or of MERS or the MERS® System. Neither the Trustee nor the Securities Administrator shall be accountable for the use or application by the Depositor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Master Servicer in respect of the Mortgage Loans or deposited in the Distribution Account by the Master Servicer.

Section 8.04 Trustee and Securities Administrator May Own Certificates.

Each of the Trustee and the Securities Administrator in its individual or any other capacity (other than as Trustee hereunder) may become the owner or pledgee of Certificates with the same rights it would have if it were not Trustee or the Securities Administrator, as applicable, and may otherwise deal with the parties hereto.

Section 8.05 Trustee’s and Securities Administrator’s Fees.

Each of the Trustee and Securities Administrator shall be compensated by the Master Servicer. Such compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall be paid to each of the Trustee and the Securities Administrator for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder or of the Trustee and the Securities Administrator. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified and held harmless by the Trust Fund against any claim, loss, liability, fee or expense incurred in connection with any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) relating to its acceptance or administration of the trusts hereunder, other than any claim, loss, liability or expense incurred in connection with a breach constituting willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder.

The Securities Administrator shall indemnify the Depositor, the Master Servicer and the Trustee and any director, officer, employee or agent of the Depositor, the Master Servicer or the Trustee against any such claim or legal action (including any pending or threatened claim or legal action), loss, liability, fee or expense that may be sustained in connection with this Agreement related to the willful misfeasance, bad faith, or negligence in the performance of the Securities Administrator’s duties hereunder.

The provisions of this Section 8.05 shall survive the resignation or removal of the Trustee or the Securities Administrator or the termination of this Agreement.

Section 8.06 Eligibility Requirements for Trustee and the Securities Administrator.

The Trustee and the Securities Administrator hereunder shall at all times be a corporation or a national banking association organized and doing business under the laws of any state or the United States of America or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority. In addition, the Trustee and the Securities Administrator shall at all times be acceptable to the Rating Agency rating the Certificates (which shall be deemed unless notified in writing to the contrary). If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee or the Securities Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Securities Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07. The corporation or national banking association serving as Trustee or Securities Administrator may have normal banking and trust relationships with the Seller and their affiliates or the Master Servicer and its affiliates.

Section 8.07 Resignation and Removal of the Trustee and the Securities Administrator.

The Trustee and the Securities Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Master Servicer; with a copy to the Rating Agencies; provided, that such resignation shall not be effective until a successor trustee is appointed and accepts appointment in accordance with the following provisions; provided, however, that the resigning Trustee or Securities Administrator, as applicable, shall not resign and be discharged from the trusts hereby created until such time as the Rating Agency rating the Certificates approves the successor trustee or successor securities administrator. Any resignation or removal of the Securities Administrator shall result in the automatic removal of the Master Servicer to the extent that Wells Fargo Bank, N.A. is both the Securities Administrator and the Master Servicer. Upon receiving such notice of resignation of the Trustee, the Master Servicer shall promptly appoint a successor trustee who meets the eligibility requirements of Section 8.06 by written instrument, in triplicate, one copy of which instrument shall be delivered to the resigning Trustee, and to the successor trustee. Upon receiving notice of the resignation of the Securities Administrator, the Depositor shall promptly appoint a successor securities administrator who meets the eligibility requirements of Section 8.06 by written instrument, in triplicate, copies of which instrument shall be delivered to the resigning securities administrator and the successor securities administrator. If no successor trustee or successor securities administrator shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or resigning Securities Administrator, as applicable may petition any court of competent jurisdiction for the appointment of a successor trustee or successor securities administrator, as applicable.

If at any time the Trustee or the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Master Servicer, or if at any time the Trustee or the Securities Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or Securities Administrator, as applicable, or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or Securities Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, the Master Servicer may remove the Trustee, or the Depositor shall remove the Securities Administrator, as applicable, and appoint a successor trustee or successor securities administrator, as applicable, who meets the eligibility requirements of Section 8.06 by written instrument, in triplicate, which instrument shall be delivered to the Trustee or Securities Administrator, as applicable, so removed and to the successor trustee or successor securities administrator, as applicable. If no successor shall have been so appointed and accepted appointment within thirty (30) days after such event, the retiring trustee or securities administrator, as applicable, may petition a court of competent jurisdiction to appoint a successor.

The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee or Securities Administrator and appoint a successor trustee or successor securities administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer (if the Trustee is removed), the Securities Administrator (if the Trustee is removed), and the Trustee (if the Securities Administrator is removed), one complete set to the Trustee or Securities Administrator so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Certificateholders and the Depositor by the Master Servicer (if the Trustee is removed) and by the Trustee (if the Securities Administrator is removed).

Any resignation or removal of the Trustee or Securities Administrator and appointment of a successor trustee or successor securities administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee or successor securities administrator as provided in Section 8.08.

Section 8.08 Successor Trustee and Successor Securities Administrator.

Any successor trustee or successor securities administrator appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Master Servicer and to its predecessor trustee or predecessor securities administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee or predecessor securities administrator shall become effective and such successor trustee or successor securities administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee or predecessor securities administrator shall after payment of its outstanding fees and expenses, promptly deliver to the successor trustee or successor securities administrator all assets and records of the Trust Fund held by it hereunder, and the Master Servicer and the predecessor trustee or predecessor securities administrator shall execute and deliver all such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee or successor securities administrator all such rights, powers, duties and obligations.

No successor trustee or successor securities administrator shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee or successor securities administrator shall be eligible under the provisions of Section 8.06.

Upon acceptance of appointment by a successor trustee or successor securities administrator as provided in this Section, the Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator) shall mail notice of the succession of such trustee or securities administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Master Servicer (in the case of a successor trustee) and the Trustee (in the case of a successor securities administrator) fails to mail such notice within ten days after acceptance of appointment by the successor trustee or a successor securities administrator, as the case may be, such successor shall cause such notice to be mailed at the expense of the Master Servicer or the Depositor, as the case may be.

Section 8.09 Merger or Consolidation of Trustee or Securities Administrator.

Any state bank or trust company or corporation or national banking association into which the Trustee or Securities Administrator may be merged or converted or with which it may be consolidated or any state bank or trust company or national banking association resulting from any merger, conversion or consolidation to which the Trustee or Securities Administrator shall be a party, or any state bank or trust company or corporation or national banking association succeeding to all or substantially all of the corporate trust business of the Trustee or Securities Administrator, shall be the successor of the Trustee or Securities Administrator hereunder, as applicable, provided such state bank or trust company or corporation or national banking association shall be eligible under the provisions of Section 8.06 without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

Section 8.10 Appointment of Co-Trustee or Separate Trustee.

Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the same may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust Fund, or any part thereof, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment without the Master Servicer. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08 hereof.

In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties and obligations conferred or imposed upon the Trustee and required to be conferred or such co-trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.

Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee.

Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

ARTICLE IX

TERMINATION

Section 9.01 Termination Upon Repurchase or Liquidation of All Mortgage Loans or upon Purchase of Certificates.

Subject to Section 9.03, the respective obligations and responsibilities of the Depositor, the Master Servicer, the Securities Administrator and the Trustee created hereby (other than the obligations of the Master Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to provide for and the Securities Administrator to make payments to the related Certificateholders as hereafter set forth) shall terminate as to the Trust Fund, upon the earlier of:

(I)

the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund (or the disposition of all REO Property in respect thereof); or

(II)

the Servicer, at its option, makes or causes a Person to make a Terminating Purchase for the Termination Price at the time and on the terms and conditions specified in this Agreement.

provided, however, that in no event shall the Issuing Entity created hereby continue beyond the earlier of (i) expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James, living on the date hereof, and (ii) the “latest possible maturity date” specified in the Preliminary Statements with respect to the related Regular Interests and Certificates, and provided further, that the purchase price set forth above shall be increased as is necessary, as determined by the Servicer to avoid disqualification of any Trust REMIC as a REMIC.

The Servicer or its designee shall advise the Securities Administrator in writing of its election to cause a Terminating Purchase no later than the Distribution Date in the month preceding the Distribution Date on which such Terminating Purchase will occur.

The right of the Servicer or its designee to make or cause a Person to make a Terminating Purchase for the Termination Price as described in clause (II) above shall be conditioned upon the Aggregate Stated Principal Balance of such Mortgage Loans at the time of any such purchase aggregating an amount equal to or less than 10% of the Cut-off Date Balance.

If the Servicer or its designee fails to exercise its option to make or cause a Person to make a Terminating Purchase pursuant to this Section 9.01, then the Master Servicer shall be entitled to exercise such option.

Written notice of any termination, specifying the Distribution Date upon which the Certificateholders may surrender their Certificates to the Securities Administrator for payment of the final distribution and cancellation, shall be given promptly by the Securities Administrator by letter to the Certificateholders mailed (a) in the event such notice is given in connection with the Servicer’s or its designee’s election to repurchase, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Securities Administrator therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Securities Administrator therein specified. In the event such notice is given in connection with the Servicer or Master Servicer, or such party’s designee, election to repurchase, the Servicer or Master Servicer, or such party’s designee, shall deliver to the Securities Administrator for deposit in the Distribution Account on the Business Day immediately preceding the Distribution Date specified in such notice an amount equal to the above-described repurchase price payable out of its own funds. Upon presentation and surrender of the Certificates by the Certificateholders, the Securities Administrator shall first pay any amounts owing to the Trustee, Master Servicer, Custodian, Servicer and Securities Administrator, as applicable, under this Agreement, and second, distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Servicer’s or Master Servicer’s, or such party’s designee’s, election to repurchase, or (ii) if the Servicer or Master Servicer, or such party’s designee, elected to so repurchase, an amount determined as follows: with respect to each Regular Certificate, the outstanding Certificate Principal Balance thereof, plus with respect to each such Certificate, one month’s interest thereon at the applicable Pass-Through Rate, plus any previously accrued but unpaid Current Interest and with respect to each Class R Certificate, the Percentage Interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price and the aggregate amount to be distributed to the Holders of the Regular Certificates, subject to the priorities set forth in Section 4.01. Upon certification to the Custodian by a Servicing Officer, following such final deposit, the Custodian shall promptly release the Mortgage Files as directed by the Servicer for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments required and provided by the Servicer as being necessary to effectuate such transfer.

In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the time specified in the above-mentioned notice, the Securities Administrator shall give a second notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all of the Certificates shall not have been surrendered for cancellation, the Securities Administrator shall take reasonable steps as directed by the Depositor in writing, or appoint an agent to take reasonable steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject hereto. If within nine months after the second notice all the Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets which remain subject hereto.

Section 9.02 Termination of the Trust REMICs.

Each Trust REMIC shall be terminated on the earlier of (i) the date on which the last distribution due on each of the Regular Interests, Regular Certificates and Class R Certificates is made, or deemed to be made, and (ii) the date on which each such Trust REMIC is terminated pursuant to an optional repurchase of all of the Mortgage Loans in accordance with Section 9.01. Notwithstanding anything to the contrary herein, the Class R Certificates will not be retired until the retirement of all the other Certificates.

Section 9.03 Additional Termination Requirements.

(a) As provided in Sections 9.01 and 9.02, REMIC 1 and REMIC 2 shall be terminated in accordance with the following additional requirements, unless the Servicer or Master Servcier, as applicable, at its own expense, obtains for the Trustee and the Securities Administrator an Opinion of Counsel to the effect that the failure of the Issuing Entity to comply with the requirements of this Section 9.03 will not (i) result in the imposition on the Trust Fund of taxes on “prohibited transactions,” as described in Section 860F of the Code, or (ii) cause any Trust REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding:

(i) The Securities Administrator shall establish a 90-day liquidation period for each Trust REMIC that is being liquidated, as the case may be, and specify the first day of such period in a statement attached to each such Trust REMIC’s final Tax Return pursuant to Treasury Regulation Section 1.860F-1. The Securities Administrator also shall satisfy all of the requirements of a qualified liquidation for each such Trust REMIC under Section 860F of the Code and regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Master Servicer or Servicer, as applicable; and

(ii) The Servicer or Master Servicer, as applicable, shall notify the Trustee and the Securities Administrator at the commencement of such 90-day liquidation period and, at or prior to the time of making of the final payment on the Certificates, the Trustee shall, as directed, sell all of the assets of REMIC 1 for cash.

(iii) At the time of the making of the final payment on the Certificates, the Securities Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Class R Certificates, all cash on hand (other than cash retained to meet claims), and REMIC 1 shall terminate at that time.

(b) Each Holder of a Certificate irrevocably appoints and directs the Trustee to hereby approve and appoint the Securities Administrator as attorney-in-fact and on behalf of the Trust REMICs to adopt a plan of complete liquidation for each such Trust REMIC at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement.

ARTICLE X

REMIC PROVISIONS

Section 10.01 REMIC Administration.

(a) The Securities Administrator shall make an election to treat portions the Issuing Entity as two REMICs under the Code and, if necessary, under applicable state law. Each such election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC elections in respect of the Trust Fund, (i) the REMIC 1 Regular Interests will represent the Rregular Interests in REMIC 1, the Class R-1 Interest will constitute the sole class of Residual Interests in REMIC 1, (ii) the Regular Certificates (exclusive of any right to receive, or any obligation to make, payments in respect of Basis Risk Shortfall Carry-Forward Amounts and Net WAC Shortfall Carry-Forward Amounts) will represent the Regular Interests in REMIC 2, the Class R-2 Interest will constitute the sole Class of Residual Interests in REMIC 2, and (iii) the Class R Certificates will evidence ownership of the Class R-1 Interest and Class R-2 Interest. Neither the Securities Administrator nor the Trustee shall permit the creation of any “interests” (within the meaning of Section 860G of the Code) in any REMIC created hereunder other than the REMIC 1 Regular Interests and the Certificates. The Securities Administrator will apply for an Employee Identification Number from the IRS via form SS-4 or any other acceptable method for each Trust REMIC.

(b) The Closing Date is hereby designated as the “startup day” of the Issuing Entity within the meaning of Section 860G(a)(9) of the Code.

(c) The Securities Administrator shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust REMICs (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to the Trust REMICs that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any tax-related Opinion of Counsel except as specified herein. The Securities Administrator, as agent for the Trust REMICs’ tax matters person, shall (i) act on behalf of the Trust REMICs in relation to any tax matter or controversy involving the Trust Fund and (ii) represent each Trust REMIC in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. By its acceptance thereof, the Holder of the largest Percentage Interest of the Class R Certificates hereby agrees to irrevocably appoint the Securities Administrator or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust REMICs.

(d) The Securities Administrator shall prepare and file or cause to be filed, and the Trustee shall sign (as necessary) upon its receipt, all of the Tax Returns (including Form 8811, which must be filed within 30 days of the Closing Date) in respect of the Trust REMICs created hereunder. The expenses of preparing and filing such returns shall be borne by the Securities Administrator without any right of reimbursement therefor. The Master Servicer shall provide on a timely basis to the Securities Administrator or its designee such information with respect to the assets of the Trust REMICs as is in its possession and reasonably required by the Securities Administrator to enable it to perform its obligations under this Article X.

(e) The Securities Administrator shall perform on behalf of the Trust REMICs all reporting and other tax compliance duties that are the responsibility of the Trust REMICs under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, as required by the Code, the REMIC Provisions or other such compliance guidance, the Securities Administrator shall provide (i) to any Transferor of a Class R Certificate such information as is necessary for the application of any tax relating to the transfer of a Class R Certificate to any Person who is not a Permitted Transferee, (ii) to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium (using the Prepayment Assumption as required) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of the Trust REMICs. The Master Servicer shall provide on a timely basis to the Securities Administrator such information with respect to the assets of the Trust REMICs, including, without limitation, the Mortgage Loans, as is in its possession and reasonably required by the Securities Administrator to enable it to perform its obligations under this subsection. In addition, the Depositor shall provide or cause to be provided to the Securities Administrator, within ten (10) days after the Closing Date, all information or data that the Securities Administrator reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates.

(f) The Securities Administrator shall take such action and shall cause the Trust REMICs created hereunder to take such action as shall be necessary to create or maintain the status thereof as REMICs under the REMIC Provisions (and the Master Servicer shall assist it, to the extent reasonably requested by it). The Securities Administrator shall not take any action, cause the Issuing Entity to take any action, or fail to take (or fail to cause to be taken) any action, that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any Trust REMIC as REMICs or (ii) result in the imposition of a tax upon the REMICs (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”) unless the Securities Administrator has received an Opinion of Counsel, addressed to the Securities Administrator (at the expense of the party seeking to take such action but in no event at the expense of the Securities Administrator) to the effect that the contemplated action will not, with respect to the Trust REMICs created hereunder, endanger such status or result in the imposition of such a tax. The Master Servicer shall not take or fail to take any action (whether or not authorized hereunder) as to which the Securities Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to the Trust REMICs or the assets of the Trust REMICs, or causing the Trust REMICs to take any action, which is not contemplated under the terms of this Agreement, the Master Servicer will consult with the Securities Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to the Trust Fund, and the Master Servicer shall not take any such action or cause the Issuing Entity to take any such action as to which the Securities Administrator has advised it in writing that an Adverse REMIC Event could occur. The Securities Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Securities Administrator. At all times as may be required by the Code, the Securities Administrator will ensure that substantially all of the assets of the REMICs created hereunder will consist of “qualified mortgages” as defined in Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code.

(g) In the event that any tax is imposed on “prohibited transactions” of the REMICs created hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of the REMICs as defined in Section 860G(c) of the Code, on any contributions to the REMICs after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Securities Administrator pursuant to Section 10.03 hereof, if such tax arises out of or results from a breach by the Securities Administrator of any of its obligations under this Article X, (ii) to the Master Servicer pursuant to Section 10.03 hereof, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under Article III or this Article X, (iii) to the Master Servicer as provided in Section 3.05, if applicable, (iv) a Class R Certificateholder to the extent of any funds distributed to such Certificateholder, or (v) otherwise against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom to the extent not required to be paid by the Master Servicer, the Securities Administrator or a Class R Certificateholder pursuant to another provision of this Agreement.

(h) On or before April 15 of each calendar year, commencing April 15, 2007, the Securities Administrator shall deliver to the Master Servicer and the Rating Agency a Certificate from a Responsible Officer of the Securities Administrator stating the Securities Administrator’s compliance with its obligations under this Article X.

(i) The Securities Administrator shall, for federal income tax purposes, maintain books and records with respect to the REMICs on a calendar year and on an accrual basis.

(j) Following the Startup Day, unless otherwise expressly permitted by this Agreement, the Securities Administrator shall not accept any contributions of assets to the Trust REMICs other than in connection with any Eligible Substitute Mortgage Loan delivered in accordance with Section 2.04 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the REMICs will not cause any Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding or subject any Trust REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances.

(k) Neither the Securities Administrator nor the Master Servicer shall enter into any arrangement by which the REMICs will receive a fee or other compensation for services nor permit the REMICs to receive any income from assets other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5) of the Code.

Section 10.02 Prohibited Transactions and Activities.

None of the Depositor, the Master Servicer, the Securities Administrator or the Trustee shall, unless otherwise expressly permitted by this Agreement, (a) sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of any Trust REMIC pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), (b) acquire any assets for the Trust Fund (other than REO Property acquired in respect of a defaulted Mortgage Loan), (c) sell or dispose of any investments in the Distribution Account for gain, (d) accept any contributions to the REMICs after the Closing Date (other than a Eligible Substitute Mortgage Loan delivered in accordance with Section 2.04), unless each such party has received an Opinion of Counsel, addressed to the Trustee and Securities Administrator (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution, but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any Trust REMIC as a REMIC or (b) cause the Trust Fund to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

Section 10.03 Master Servicer, Securities Administrator and Seller Indemnification.

(a) The Securities Administrator agrees to indemnify the Trust Fund, the Depositor and the Master Servicer for any taxes and costs including, without limitation, any reasonable attorneys’ fees imposed on or incurred by the Trust Fund, the Depositor or the Master Servicer, as a result of (i) a breach of the Securities Administrator’s covenants set forth in this Article X or (ii) any state, local or franchise taxes imposed upon the Trust Fund as a result of the location of the Securities Administrator.

(b) The Master Servicer agrees to indemnify the Trust Fund, the Depositor and the Trustee for any taxes and costs including, without limitation, any reasonable attorneys’ fees imposed on or incurred by the Issuing Entity, the Depositor or the Trustee, as a result of (i) a breach of the Master Servicer’s covenants set forth in Article III or this Article X with respect to compliance with the REMIC Provisions or (ii) any state, local or franchise taxes imposed upon the Issuing Entity as a result of the location of the Master Servicer.

(c) The Seller agrees to indemnify the Trust Fund and the Depositor for any taxes and costs including, without limitation, any reasonable attorneys’ fees imposed on or incurred by the Issuing Entity or the Depositor, as a result of any state, local or franchise taxes imposed upon the Issuing Entity as a result of the location of the Trustee, the Servicer or the Subservicer.

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01 Amendment.

This Agreement may be amended from time to time by the Depositor, the Master Servicer, the Securities Administrator and the Trustee, without the consent of any of the Certificateholders, (i) to cure any ambiguity, (ii) to correct or supplement any provisions herein which may be defective or inconsistent with any other provisions herein or to correct any error, (iii) to amend this Agreement in any respect subject to the provisions in clauses (A) and (B) below, or (iv) if such amendment, as evidenced by an Opinion of Counsel (provided by the Person requesting such amendment) delivered to the Trustee and the Securities Administrator, is reasonably necessary to comply with any requirements imposed by the Code or any successor or amendatory statute or any temporary or final regulation, revenue ruling, revenue procedure or other written official announcement or interpretation relating to federal income tax laws or any proposed such action which, if made effective, would apply retroactively to the Trust Fund at least from the effective date of such amendment; provided that such action (except any amendment described in (iv) above) shall not adversely affect in any material respect the interests of any Certificateholder (other than Certificateholders who shall consent to such amendment), as evidenced by (A) an Opinion of Counsel (provided by the Person requesting such amendment) delivered to the Trustee and the Securities Administrator, and (B) a letter from each Rating Agency, confirming that such amendment shall not cause it to lower its rating on any of the Certificates.

This Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Securities Administrator and the Trustee with the consent of the Holders of Certificates entitled to at least 66-2/3% of the Voting Rights for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders of Certificates; provided, however, that no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on Mortgage Loans which are required to be distributed on any Certificate without the consent of the Holder of such Certificate, (ii) adversely affect in any material respect the interests of the Holders of any Class of Certificates in a manner other than as described in (i), without the consent of the Holders of Certificates of such Class evidencing at least 66-2/3% of the Voting Rights of such Class, or (iii) reduce the aforesaid percentage of Certificates the Holders of which are required to consent to any such amendment, without the consent of the Holders of all Certificates then outstanding. Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 11.01, Certificates registered in the name of the Seller, the Trustee, the Securities Administrator or the Master Servicer or any affiliate thereof shall be entitled to Voting Rights with respect to matters described in (i), (ii) and (iii) of this paragraph.

Notwithstanding any contrary provision of this Agreement, the Trustee shall not consent to any amendment to this Agreement unless it shall have first received an Opinion of Counsel (provided by the Person requesting such amendment) and addressed to the Trustee and the Securities Administrator to the effect that such amendment will not result in the imposition of any tax on any Trust REMIC pursuant to the REMIC Provisions or cause any Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Promptly after the execution of any such amendment the Securities Administrator shall furnish a copy of such amendment or a written statement describing the amendment to each Certificateholder, with a copy to the Rating Agencies.

It shall not be necessary for the consent of Certificateholders under this Section 11.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe.

Prior to executing any amendment pursuant to this Section, the Trustee shall be entitled to receive an Opinion of Counsel (provided by the Person requesting such amendment) to the effect that such amendment is authorized or permitted by this Agreement. The cost of any Opinion of Counsel delivered pursuant to this Section 11.01 shall be an expense of the party requesting such amendment, but in any case shall not be an expense of the Trustee.

Each of the Trustee and the Securities Administrator may, but shall not be obligated to, enter into any amendment pursuant to this Section that affects its rights, duties and immunities under this Agreement or otherwise.

Section 11.02 Recordation of Agreement; Counterparts.

To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Securities Administrator at the expense of the Certificateholders, but only upon direction of the Depositor accompanied by an Opinion of Counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders.

For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.

Section 11.03 Limitation on Rights of Certificateholders.

The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.

No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.

No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a notice of an Event of Default, or of a default by the Seller or the Trustee in the performance of any obligation hereunder, and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Certificates entitled to at least 51% of the Voting Rights shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity as it may reasonably require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Section 11.04 Governing Law.

This Agreement and the Certificates shall be construed in accordance with the laws of the State of New York without reference to its conflict of law provisions except sections 5-1401 and 5-1402 of New York General Obligations Laws and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Section 11.05 Notices.

All demands, notices and direction hereunder shall be in writing and shall be deemed effective upon receipt when delivered to (a) in the case of the Depositor, BNP Paribas Mortgage Securities LLC, 538 787 Seventh Avenue, New York, NY 10019, Attention: Mortgage Trading, or such other address as may hereafter be furnished to the other parties hereto in writing; (b) in the case of Master Servicer, Wells Fargo Bank, N.A., P.O. Box 98, Columbia Maryland 21046 (or, in the case of overnight deliveries, 9062 Old Annapolis Road, Columbia, Maryland 21045) (Attention: Corporate Trust Services - TBW 2006-5), facsimile no.: (410) 715-2380, or such other address as may hereafter be furnished to the other parties hereto in writing; (c) in the case of the securities administrator, the Corporate Trust Office; (d) in the case of the Trustee, to its Corporate Trust Office, or such other address as may hereafter be furnished to the other parties hereto in writing; (e) in the case of the Rating Agencies, Standard & Poor’s, 55 Water Street, 41^st Floor, New York, New York 10041, Attention: Asset Backed Surveillance Department; Moody’s, Moody’s Investors Service, Inc., Residential Mortgage Monitoring Department, 99 Church Street, New York, New York 10007. Any notice required or permitted to be mailed to a Certificateholder shall be given by first class mail, postage prepaid, at the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.

Section 11.06 Severability of Provisions.

If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.

Section 11.07 Successors and Assigns.

The provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the benefit of the Trustee and the Certificateholders.

Section 11.08 Article and Section Headings.

The article and Section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof.

Section 11.09 Notice to Rating Agencies.

The Securities Administrator shall use its best efforts to promptly provide notice to each Rating Agency referred to below with respect to each of the following of which it has actual knowledge:

1. Any material change or amendment to this Agreement;

2. The occurrence of any Event of Default that has not been cured;

3. The resignation or termination of the Master Servicer, the Securities Administrator or the Trustee;

4. The repurchase or substitution of Mortgage Loans pursuant to Section 2.04;

5. The final payment to Certificateholders; and

6. Any change in the location of the Protected Account or the Distribution Account.

In addition, the Securities Administrator shall promptly make available to the Rating Agency copies of each report to Certificateholders described in Section 4.02; and the Master Servicer shall promptly furnish to the Rating Agency copies of each annual independent public accountants’ servicing report received as described in Section 3.20.

Any such notice pursuant to this Section 11.09 shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by first class mail, postage prepaid, or by express delivery service to (i) in the case of Standard & Poor’s, 55 Water Street, 41^st Floor, New York, New York 10041, Attention: Asset Backed Surveillance Department and (ii) in the case of Moody’s, Residential Mortgage Monitoring Department, 99 Church Street, New York, New York 10007, or, in each case, such other address as either such Rating Agency may designate in writing to the parties thereto.

IN WITNESS WHEREOF, the Depositor, the Master Servicer, the Securities Administrator and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized all as of the day and year first above written.


	BNP PARIBAS MORTGAGE SECURITIES LLC, Depositor

		By: /s/ Gregory J. Lattanzio

		Name: Gregory J. Lattanzio Title: Director


	WELLS FARGO BANK, N.A., Master Servicer and Securities Administrator

		By: /s/ Stacey M. Taylor

		Name: Stacey M. Taylor Title: Vice President


	U.S. BANK NATIONAL ASSOCIATION, Trustee

		By: /s/ Charles F. Pedersen

		Name: Charles F. Pedersen Title: Vice President

STATE OF NEW YORK )

) ss.:

COUNTY OF NEW YORK )

On the 23rd day of October, 2006, before me, a notary public in and for said State, personally appeared Gregory J. Lattanzio, known to me to be the Director of BNP Paribas Mortgage Securities LLC, one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

/s/ Pamela J. Fitton

Notary Public

[Notarial Seal]

STATE OF MARYLAND )

) ss.:

COUNTY OF HOWARD )

On the 26th day of October, 2006, before me, a notary public in and for said State, personally appeared Stacey M. Taylor, known to me to be a Vice President of Wells Fargo Bank, N.A., the entity that executed the within instrument, and also known to me to be the person who executed it on behalf of said entity, and acknowledged to me that such entity executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

/s/ Jennifer Richardson

Notary Public

[Notarial Seal]

STATE OF MINNESOTA )

) ss.:

COUNTY OF RAMSEY )

On the 26th day of October, 2006, before me, a notary public in and for said State, personally appeared Charles F. Pedersen, known to me to be a Vice President of U.S. Bank National Association, the entity that executed the within instrument, and also known to me to be the person who executed it on behalf of said entity, and acknowledged to me that such entity executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

/s/ Trisha L. Willett

Notary Public

[Notarial Seal]

EXHIBIT A

CLASS A[_] [-[_]] CERTIFICATE

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

THIS CERTIFICATE SHALL INITIALLY BE ISSUED AS ONE OR MORE CERTIFICATES REGISTERED IN THE NAME OF THE DEPOSITORY OR ITS NOMINEE AND, EXCEPT AS PROVIDED BELOW, REGISTRATION OF SUCH CERTIFICATES MAY NOT BE TRANSFERRED BY THE SECURITIES ADMINISTRATOR EXCEPT TO ANOTHER DEPOSITORY THAT AGREES TO HOLD SUCH CERTIFICATES FOR THE RESPECTIVE CERTIFICATE OWNERS WITH OWNERSHIP INTERESTS THEREIN. THE CERTIFICATE OWNERS SHALL HOLD THEIR RESPECTIVE OWNERSHIP INTERESTS IN AND TO EACH OF SUCH BOOK-ENTRY CERTIFICATES THROUGH THE BOOK-ENTRY FACILITIES OF THE DEPOSITORY AND, EXCEPT AS PROVIDED BELOW, SHALL NOT BE ENTITLED TO DEFINITIVE CERTIFICATES IN RESPECT OF SUCH OWNERSHIP INTERESTS. ALL TRANSFERS BY CERTIFICATE OWNERS OF THEIR RESPECTIVE OWNERSHIP IN THE BOOK-ENTRY CERTIFICATES SHALL BE MADE IN ACCORDANCE WITH THE PROCEDURES ESTABLISHED BY THE DEPOSITORY PARTICIPANT OR BROKERAGE FIRM REPRESENTING SUCH CERTIFICATE OWNER. EACH DEPOSITORY PARTICIPANT SHALL TRANSFER THE OWNERSHIP INTERESTS ONLY IN THE BOOK-ENTRY CERTIFICATES OF CERTIFICATE OWNERS IT REPRESENTS OR OF BROKERAGE FIRMS FOR WHICH IT ACTS AS AGENT IN ACCORDANCE WITH THE DEPOSITORY’S NORMAL PROCEDURES. THE SECURITIES ADMINISTRATOR SHALL NOT BE REQUIRED TO MONITOR, DETERMINE OR INQUIRE AS TO COMPLIANCE WITH THE TRANSFER RESTRICTIONS WITH RESPECT TO THE BOOK-ENTRY CERTIFICATES, AND THE SECURITIES ADMINISTRATOR SHALL HAVE NO LIABILITY FOR TRANSFERS OF OWNERSHIP INTERESTS IN THE BOOK-ENTRY CERTIFICATES MADE THROUGH THE BOOK-ENTRY FACILITIES OF THE DEPOSITORY OR BETWEEN OR AMONG DEPOSITORY PARTICIPANTS OR CERTIFICATE OWNERS, MADE IN VIOLATION OF THE APPLICABLE RESTRICTIONS.

Certificate No. 1 Class A[_][-[_]]	[Adjustable Pass-Through Rate][___%]

Date of Pooling and Servicing Agreement and Cut-off Date: October 1, 2006	Percentage Interest: 100%

First Distribution Date: November 27, 2006	Aggregate Initial Certificate Principal Balance of the Class A[_][-[_]] Certificates: $[_________]

Master Servicer: Wells Fargo Bank, N.A.	Initial Certificate Principal Balance of this Certificate: $[_____________]

Assumed Final Distribution Date: November 2036	CUSIP: [__________]

TBW MORTGAGE-BACKED TRUST SERIES 2006-5,

MORTGAGE-BACKED PASS-THROUGH CERTIFICATES, SERIES 2006-5

evidencing a percentage interest in the distributions allocable to the Class A[_][-[_]] Certificates with respect to a Trust Fund consisting primarily of a pool of one-to four-family fixed rate first lien mortgage loans formed and sold by BNP PARIBAS MORTGAGE SECURITIES LLC.

This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in BNP Paribas Mortgage Securities LLC, the Master Servicer, the Securities Administrator or the Trustee referred to below or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by BNP Paribas Mortgage Securities LLC, the Master Servicer, the Securities Administrator, the Trustee or any of their affiliates. None of the Company, the Master Servicer, the Securities Administrator or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates.

This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Initial Certificate Principal Balance of this Certificate by the aggregate Initial Certificate Principal Balance of all Class A[_][-[_]] Certificates, both as specified above) in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool of one- to four-family fixed rate first lien mortgage loans (the “Mortgage Loans”), sold by BNP Paribas Mortgage Securities LLC (hereinafter called the “Company,” which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among the Company, the Master Servicer, the Securities Administrator and U.S. Bank National Association, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the “Distribution Date”), commencing as described in the Agreement, to the Person in whose name this Certificate is registered, so long as this Certificate is a Book-Entry Certificate, at the close of business on the Business Day immediately prior to such Distribution Date, but if this Certificate is no longer a Book-Entry Certificate, then to the Person in whose name this Certificate is registered at the close of business on the [last Business Day of the calendar month preceding] [Business Day immediately prior to] such Distribution Date (the “Record Date”), from the Interest Remittance Amount and Principal Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount of interest and principal, if any, required to be distributed to Holders of Class A[_][-[_]] Certificates on such Distribution Date.

Distributions on this Certificate will be made by the Securities Administrator either in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Securities Administrator at least 5 Business Days prior to the related Record Date, or by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register.

Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for that purpose in the City of Minneapolis and State of Minnesota. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal.

This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage-Backed Pass-Through Certificates of the Series specified hereon (herein collectively called the “Certificates”).

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable to Certificateholders.

As provided in the Agreement, withdrawals from the Distribution Account created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including without limitation reimbursement to the Trustee, the Company, the Servicer, the Custodian, the Securities Administrator and the Master Servicer of advances made, or certain expenses incurred, by such party.

The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer, the Securities Administrator, the Trustee and the rights of the Certificateholders under the Agreement at any time by the Company, the Master Servicer, the Securities Administrator and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates.

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable with the Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Securities Administrator, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees.

The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same.

No service charge will be made for any such registration of transfer or exchange, but the Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Company, the Master Servicer, the Securities Administrator, the Servicer and the Trustee and any agent of the Company, the Master Servicer, the Securities Administrator, the Servicer or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Securities Administrator, the Servicer, the Trustee nor any such agent shall be affected by notice to the contrary.

This Certificate shall be governed by and construed in accordance with the laws of the State of New York.

The Mortgage Loans are subject to optional termination in whole, but not in part, by the Servicer or its designee, or if the Servicer does not exercise such option, the Master Servicer, on or after the first Distribution Date on which the aggregate outstanding Stated Principal Balance of the Mortgage Loans is less than or equal to 10% of the Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

Unless the certificate of authentication hereon has been executed by the Securities Administrator, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.

Dated: October 26, 2006

WELLS FARGO BANK, N.A., as Securities Administrator

By:
	Authorized Signatory

CERTIFICATE OF AUTHENTICATION

This is one of the Class A[_][-[_]] Certificates referred to in the within-mentioned Agreement.

WELLS FARGO BANK, N.A., as Securities Administrator

By:
	Authorized Signatory

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _____________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Mortgage-Backed Pass-Through Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund.

I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:

Dated:
	Signature by or on behalf of assignor


		Signature Guaranteed

DISTRIBUTION INSTRUCTIONS

	The assignee should include the following for purposes of distribution:

	Distributions shall be made, by wire transfer or otherwise, in immediately available funds
to		,
for the account of		,
account number___________, or, if mailed by check, to		.
Applicable statements should be mailed to		.

This information is provided by				,
the assignee named above, or				,
as its agent.

EXHIBIT B-1

CLASS M[__] CERTIFICATE

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).

ANY TRANSFEREE OF THIS CERTIFICATE THAT IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR A PERSON USING PLAN ASSETS OF EITHER SHALL MAKE OR BE DEEMED TO MAKE THE REPRESENTATIONS IN SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT.

Certificate No. 1	[___ %]

Class M-[_] Subordinate	Aggregate Initial Certificate Principal Balance of the Class M-[_] Certificates: $[____________]

Date of Pooling and Servicing Agreement and Cut-off Date: October 1, 2006	Initial Certificate Principal Balance of this Certificate: $

First Distribution Date: November 27, 2006	CUSIP: [________________]

Master Servicer: Wells Fargo Bank, N.A.

Assumed Final Distribution Date: November 2036

TBW MORTGAGE-BACKED TRUST SERIES 2006-5,

MORTGAGE-BACKED PASS-THROUGH CERTIFICATES, SERIES 2006-5

evidencing a percentage interest in any distributions allocable to the Class M-[_] Certificates with respect to a Trust Fund consisting primarily of a pool of one-to four-family fixed rate first lien mortgage loans formed and sold by BNP PARIBAS MORTGAGE SECURITIES LLC

This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in BNP Paribas Mortgage Securities LLC, the Master Servicer, the Servicer, the Seller, the Securities Administrator or the Trustee referred to below or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by BNP Paribas Mortgage Securities LLC, the Master Servicer, the Servicer, the Seller, the Securities Administrator, the Trustee or any of their affiliates. None of BNP Paribas Mortgage Securities LLC, the Master Servicer, the Servicer, the Seller, the Securities Administrator or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates.

This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Initial Certificate Principal Balance of this Certificate by the aggregate Initial Certificate Principal Balance of all Class M[__] Certificates, both as specified above) in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool of one- to four-family fixed rate first lien mortgage loans (the “Mortgage Loans”), sold by BNP Paribas Mortgage Securities LLC (hereinafter called the “Company,” which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among the Company, the Master Servicer, the Securities Administrator and U.S. Bank National Association, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the “Distribution Date”), commencing as described in the Agreement, to the Person in whose name this Certificate is registered, so long as this Certificate is a Book-Entry Certificate, at the close of business on the Business Day immediately prior to such Distribution Date, but if this Certificate is no longer a Book-Entry Certificate, then to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the calendar month preceding such Distribution Date (the “Record Date”), from the Interest Remittance Amount and Principal Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount of interest and principal, if any, required to be distributed to Holders of Class M[_] Certificates on such Distribution Date.

Any transferee of this Certificate shall make or be deemed to make the representations in Section 5.02 of the Agreement.

This Certificate shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.

Dated: October 26, 2006

WELLS FARGO BANK, N.A., as Securities Administrator

By:
	Authorized Signatory

CERTIFICATE OF AUTHENTICATION

This is one of the Class M-[_] Certificates referred to in the within-mentioned Agreement.

WELLS FARGO BANK, N.A., as Securities Administrator

By:
	Authorized Signatory

ASSIGNMENT

I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:

Dated:
	Signature by or on behalf of assignor


		Signature Guaranteed

DISTRIBUTION INSTRUCTIONS

	The assignee should include the following for purposes of distribution:

	Distributions shall be made, by wire transfer or otherwise, in immediately available funds
to		,
for the account of		,
account number___________, or, if mailed by check, to		.
Applicable statements should be mailed to		.

This information is provided by				,
the assignee named above, or				,
as its agent.

ASSIGNMENT

I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:

Dated:
	Signature by or on behalf of assignor


		Signature Guaranteed

DISTRIBUTION INSTRUCTIONS

	The assignee should include the following for purposes of distribution:

	Distributions shall be made, by wire transfer or otherwise, in immediately available funds
to		,
for the account of		,
account number___________, or, if mailed by check, to		.
Applicable statements should be mailed to		.

This information is provided by				,
the assignee named above, or				,
as its agent.

EXHIBIT B-2

CLASS R CERTIFICATE

THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN ONE OR MORE “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02 OF THE AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT (THE “AGREEMENT”).

ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO MASTER SERVICER, THE SECURITIES ADMINISTRATOR AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (D) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C) OR (D) BEING HEREIN REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR (E) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) SUCH TRANSFEREE IS A UNITED STATES PERSON UNDER SECTION 7701 OF THE CODE, (3) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (4) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES PERSON, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.

Certificate No. 1	Percentage Interest: 100%

Class R[_]

Date of Pooling and Servicing Agreement and Cut-off Date: October 1, 2006

First Distribution Date: November 27, 2006	CUSIP: [________________]

Master Servicer: Wells Fargo Bank, N.A.

Assumed Final Distribution Date: November 2036

TBW MORTGAGE-BACKED TRUST SERIES 2006-5,

MORTGAGE-BACKED PASS-THROUGH CERTIFICATES, SERIES 2006-5

evidencing a percentage interest in any distributions allocable to the Class R[_] Certificates with respect to a Trust Fund consisting primarily of a pool of one-to four-family fixed rate first lien mortgage loans formed and sold by BNP PARIBAS MORTGAGE SECURITIES LLC

This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in BNP Paribas Mortgage Securities LLC, the Master Servicer, the Servicer, the Seller, the Securities Administrator, the Trustee referred to below or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by BNP Paribas Mortgage Securities LLC, the Master Servicer, the Servicer, the Seller, the Securities Administrator, the Trustee or any of their affiliates. None of BNP Paribas Mortgage Securities LLC, the Master Servicer, the Servicer, the Seller, the Securities Administrator or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates.

This certifies that [___________________] is the registered owner of the Percentage Interest evidenced by this Certificate in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool of one-to four-family fixed rate first lien mortgage loans (the “Mortgage Loans”), sold by BNP Paribas Mortgage Securities LLC (hereinafter called the “Company,” which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as specified above (the “Agreement”) among the Company, the Master Servicer, the Securities Administrator and U.S. Bank National Association as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions set forth in the Agreement to the effect that (i) each person holding or acquiring any Ownership Interest in this Certificate must be a United States Person and a Permitted Transferee, (ii) the transfer of any Ownership Interest in this Certificate will be conditioned upon the delivery to the Securities Administrator of, among other things, an affidavit to the effect that it is a United States Person and Permitted Transferee, (iii) any attempted or purported transfer of any Ownership Interest in this Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee, and (iv) if any person other than a United States Person and a Permitted Transferee acquires any Ownership Interest in this Certificate in violation of such restrictions, then the Company will have the right, in its sole discretion and without notice to the Holder of this Certificate, to sell this Certificate to a purchaser selected by the Company, which purchaser may be the Company, or any affiliate of the Company, on such terms and conditions as the Company may choose.

In connection with any transfer of this Certificate, the Securities Administrator will also require either (i) an opinion of counsel acceptable to and in form and substance satisfactory to the Securities Administrator with respect to the permissibility of such transfer under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and Section 4975 of the Internal Revenue Code (the “Code”) and stating, among other things, that the transferee’s acquisition of a Class R[__] Certificate will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or (ii) a representation letter, in the form as described by the Agreement, stating that the transferee is not an employee benefit or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code (a “Plan”), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with “plan assets” of any Plan.

This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage-Backed Pass

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable with the Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Securities Administrator, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Securities Administrator duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees.

This Certificate shall be governed by and construed in accordance with the laws of the State of New York.

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purpose have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.

Dated: October 26, 2006

WELLS FARGO BANK, N.A., as Securities Administrator

By:
	Authorized Signatory

CERTIFICATE OF AUTHENTICATION

This is one of the Class R[_] Certificates referred to in the within-mentioned Agreement.

WELLS FARGO BANK, N.A., as Securities Administrator

By:
	Authorized Signatory

ASSIGNMENT

I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:

Dated:
	Signature by or on behalf of assignor


		Signature Guaranteed

DISTRIBUTION INSTRUCTIONS

	The assignee should include the following for purposes of distribution:

	Distributions shall be made, by wire transfer or otherwise, in immediately available funds
to		,
for the account of		,
account number___________, or, if mailed by check, to		.
Applicable statements should be mailed to		.

This information is provided by				,
the assignee named above, or				,
as its agent.

EXHIBIT B-3

CLASS C CERTIFICATE

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AND THE CLASS M CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).

NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 5.02 OF THE AGREEMENT.

Certificate No. 1 Class C	Adjustable Pass-Through Rate

Date of Pooling and Servicing Agreement and Cut-off Date: October 1, 2006	Percentage Interest: 100%

First Distribution Date: November 27, 2006	Aggregate Initial Certificate Notional Amount of the Class C Certificates: $[____________]

Master Servicer: Wells Fargo Bank, N.A.	Initial Certificate Notional Amount of this Certificate: $ [_______________]

Assumed Final Distribution Date: November 2036	CUSIP: [_______________]

TBW MORTGAGE-BACKED TRUST SERIES 2006-5,

MORTGAGE-BACKED PASS-THROUGH CERTIFICATES, SERIES 2006-5

evidencing a percentage interest in the distributions allocable to the Class C Certificates with respect to a Trust Fund consisting primarily of a pool of one-to four-family fixed rate first lien mortgage loans formed and sold by BNP PARIBAS MORTGAGE SECURITIES LLC.

This certifies that [________________________] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Initial Certificate Notional Amount of this Certificate by the aggregate Initial Certificate Notional Amount of all Class C Certificates, both as specified above) in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool of one- to four-family fixed rate first lien mortgage loans (the “Mortgage Loans”), sold by BNP Paribas Mortgage Securities LLC (hereinafter called the “Company,” which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as specified above (the “Agreement”) among the Company, the Master Servicer, the Securities Administrator and U.S. Bank National Association, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

No transfer of this Certificate shall be made except in accordance with Section 5.02 of the Agreement.

Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for that purpose in the City of Minneapolis and State of Minnesota. The Initial Certificate Notional Amount of this Certificate is set forth above.

This Certificate shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.

Dated: October 26, 2006

WELLS FARGO BANK, N.A., as Securities Administrator

By:
	Authorized Signatory

CERTIFICATE OF AUTHENTICATION

This is one of the Class C Certificates referred to in the within-mentioned Agreement.

WELLS FARGO BANK, N.A., as Securities Administrator

By:
	Authorized Signatory

ASSIGNMENT

I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:

Dated:
	Signature by or on behalf of assignor


		Signature Guaranteed

DISTRIBUTION INSTRUCTIONS

	The assignee should include the following for purposes of distribution:

	Distributions shall be made, by wire transfer or otherwise, in immediately available funds
to		,
for the account of		,
account number___________, or, if mailed by check, to		.
Applicable statements should be mailed to		.

This information is provided by				,
the assignee named above, or				,
as its agent.

EXHIBIT B-4

CLASS P CERTIFICATE

NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 5.02 OF THE AGREEMENT.

Certificate No. 1 Class P	Pass-Through Rate: 0.00%

Date of Pooling and Servicing Agreement and Cut-off Date: October 1, 2006	Percentage Interest: 100%

First Distribution Date: November 27, 2006	Aggregate Initial Certificate Principal Balance of the Class P Certificates:

Master Servicer: Wells Fargo Bank, N.A.	Initial Certificate Principal Balance of this Certificate: [_______________] $100

Assumed Final Distribution Date: November 2036	CUSIP: [_______________]

TBW MORTGAGE-BACKED TRUST SERIES 2006-5,

MORTGAGE-BACKED PASS-THROUGH CERTIFICATES, SERIES 2006-5

evidencing a percentage interest in the distributions allocable to the Class P Certificates with respect to a Trust Fund consisting primarily of a pool of one-to four-family fixed rate first lien mortgage loans formed and sold by BNP PARIBAS MORTGAGE SECURITIES LLC.

This certifies that [________________________] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Initial Certificate Principal Balance of this Certificate by the aggregate Initial Certificate Principal Balance of all Class P Certificates, both as specified above) in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool of one- to four-family fixed rate first lien mortgage loans (the “Mortgage Loans”), sold by BNP Paribas Mortgage Securities LLC (hereinafter called the “Company,” which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as specified above (the “Agreement”) among the Company, the Master Servicer, the Securities Administrator and U.S. Bank National Association, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the “Distribution Date”), commencing as described in the Agreement, to the Person in whose name this Certificate is registered at the close of business on the Business Day immediately preceding such Distribution Date (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount of principal, if any, required to be distributed to Holders of Class P Certificates on such Distribution Date. This Class P Certificate is entitled to all prepayment charges with respect to the Mortgage Loans in the Trust Fund.

No transfer of this Certificate shall be made except in accordance with Section 5.02 of the Agreement.

This Certificate shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be duly executed.

Dated: October 26, 2006

WELLS FARGO BANK, N.A., as Securities Administrator

By:
	Authorized Signatory

CERTIFICATE OF AUTHENTICATION

This is one of the Class P Certificates referred to in the within-mentioned Agreement.

WELLS FARGO BANK, N.A., as Securities Administrator

By:
	Authorized Signatory

ASSIGNMENT

I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:

Dated:
	Signature by or on behalf of assignor


		Signature Guaranteed

DISTRIBUTION INSTRUCTIONS

	The assignee should include the following for purposes of distribution:

	Distributions shall be made, by wire transfer or otherwise, in immediately available funds
to		,
for the account of		,
account number___________, or, if mailed by check, to		.
Applicable statements should be mailed to		.

This information is provided by				,
the assignee named above, or				,
as its agent.

EXHIBIT C

FORM OF TRUST RECEIPT AND INITIAL CERTIFICATION

October ___, 2006

Wells Fargo Bank, N.A.,

as Securities Administrator and Master Servicer for the

TBW Mortgage-Backed Trust Series 2006-5,

Mortgage-Backed Pass-Through Certificates, Series 2006-5

9062 Old Annapolis Road,

Columbia, Maryland 21045

U.S. Bank National Association,

as Trustee for the

TBW Mortgage-Backed Trust Series 2006-5,

Mortgage-Backed Pass-Through Certificates, Series 2006-5

Corporate Trust Services - EP-MN-WS3D

60 Livingston Avenue

St. Paul, Minnesota 55107-2292

BNP Paribas Mortgage Securities LLC

787 Seventh Avenue

New York, NY 10019

Attention: Mortgage Trading

Re:	Custodial Agreement, dated as of October 1, 2006, among U.S. Bank National Association, as Trustee, Wells Fargo Bank, N.A., as Master Servicer, and Colonial Bank, N.A., as Custodian.

Ladies and Gentlemen:

In accordance with the provisions of Section 4 of the above-referenced Custodial Agreement, the undersigned, as the Custodian, hereby certifies as to each Mortgage Loan in the Mortgage Loan Schedule that, except as otherwise noted on the attached Exception Report, (i) it has received the original Mortgage Note and, if such Mortgage Loan is not a MERS Mortgage Loan, the Assignment of Mortgage, with respect to each Mortgage Loan identified on the Mortgage Loan Schedule attached hereto as Exhibit A and (ii) such Mortgage Note has been reviewed by it and appears regular on its face and relates to such Mortgage Loan. The Custodian makes no representations as to (i) the validity, legality, effectiveness, enforceability, sufficiency, genuineness, due authorization or execution of any of the documents contained in each Custodial File or of any of the Mortgage Loans or (ii) the collectability, insurability, perfection, priority or suitability of any such Mortgage Loan or any other documents contained in each Custodial File.

The Custodian hereby confirms that it is holding each such Mortgage Note and Assignment of Mortgage (if applicable) as agent and bailee of, and custodian for the exclusive use and benefit, and subject to the sole direction, of the Trustee pursuant to the terms and conditions of the Custodial Agreement.

This Trust Receipt and Initial Certification is not divisible or negotiable.

The Custodian will accept and act on instructions with respect to the Mortgage Loans subject hereto upon surrender of this Trust Receipt and Initial Certification at its office at 201 East Pine Street, Suite 730, Orlando, Florida 32801, Attention: Document Custodian.

Capitalized terms used herein shall have the meaning ascribed to them in the Custodial Agreement.

COLONIAL BANK, N.A., as Custodian

By:
Name:
Title:

EXHIBIT D

FORM OF TRUST RECEIPT AND FINAL CERTIFICATION

Trust Receipt #__________

Cut-off Date Principal Balance $__________

Wells Fargo Bank, N.A.,

as Securities Administrator and Master Servicer for the

TBW Mortgage-Backed Trust Series 2006-5,

Mortgage-Backed Pass-Through Certificates, Series 2006-5

9062 Old Annapolis Road,

Columbia, Maryland 21045

U.S. Bank National Association,

as Trustee for the

TBW Mortgage-Backed Trust Series 2006-5,

Mortgage-Backed Pass-Through Certificates, Series 2006-5

Corporate Trust Services - EP-MN-WS3D

60 Livingston Avenue

St. Paul, Minnesota 55107-2292

BNP Paribas Mortgage Securities LLC

787 Seventh Avenue

New York, NY 10019

Attention: Mortgage Trading

Re:	Custodial Agreement, dated as of October 1, 2006, among U.S. Bank National Association, as Trustee, Wells Fargo Bank, N.A., as Master Servicer and Colonial Bank, N.A., as Custodian.

Ladies and Gentlemen:

In accordance with the provisions of Section 6 of the above-referenced Custodial Agreement, the undersigned, as the Custodian, hereby certifies that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan listed on the attachment hereto) it has reviewed the Custodial Files and has determined that (i) all documents required to be delivered to it pursuant to Sections 2(i)-(ix) of the Custodial Agreement are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and related to such Mortgage Loan; and (iii) each Mortgage Note has been endorsed as provided in Section 2(i) of the Custodial Agreement and each Mortgage has been assigned in accordance with Section 2(v) of the Custodial Agreement. The Custodian makes no representations as to (i) the validity, legality, effectiveness, enforceability, sufficiency, genuineness, due authorization or execution of any of the documents contained in each Custodial File or of any of the Mortgage Loans or (ii) the collectability, insurability, perfection, priority or suitability of any such Mortgage Loan or any other documents contained in each Custodial File.

The Custodian hereby confirms that it is holding each such Custodial File as agent and bailee of, and custodian for the exclusive use and benefit, and subject to the sole direction, of Trustee pursuant to the terms and conditions of the Custodial Agreement.

This Trust Receipt and Final Certification is not divisible or negotiable.

Capitalized terms used herein shall have the meaning ascribed to them in the Custodial Agreement.

COLONIAL BANK, N.A., as Custodian

By:
Name:
Title:

EXHIBIT E

FORM OF REMITTANCE REPORT

(PROVIDED UPON REQUEST)

EXHIBIT F

FORM OF REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT

To: [Address]

Re:

Custodial Agreement, dated as of October 1, 2006, among U.S. Bank National Association, as Trustee, Wells Fargo Bank, N.A., as Master Servicer and Colonial Bank, N.A., as Custodian.

In connection with the administration of the Mortgage Loans held by you as the Custodian on behalf of the Trustee, we request the release, and acknowledge receipt, of the (Custodial File/[specify documents]) for the Mortgage Loan described below, for the reason indicated.

Mortgagor’s Name Address & Zip Code:

Mortgage Loan Number:

Reason for Requesting Documents (check one)

____	1.	Mortgage Loan Paid in Full. (The Trustee or the Master Servicer or Servicer hereby certifies that all amounts received in connection therewith have been credited to the account of the Trustee or the Master Servicer or Servicer.)

____	2.	Mortgage Loan Liquidated By ____________________________ (The Trustee or the Master Servicer or Servicer hereby certifies that all proceeds of foreclosure, insurance, condemnation or other liquidation have been finally received and credited to the account of the Trustee or the Master Servicer or Servicer.)

____	3.	Mortgage Loan in Foreclosure

____	4.	Other (explain)

If box 1 or 2 above is checked, and if all or part of the Custodial File was previously released to us, please release to us our previous request and receipt on file with you, as well as any additional documents in your possession relating to the specified Mortgage Loan.

If box 3 or 4 above is checked, upon our return of all of the above documents to you as the Custodian, please acknowledge your receipt by signing in the space indicated below, and returning this form.

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:
	Name:
	Title:
Date:


as [Servicer] [Master Servicer]
By:
	Name:
	Title:
Date:

Acknowledgment of Documents returned to the Custodian:

COLONIAL BANK, N.A., as Custodian

By:
Name:
Title:

Date: ____________________

EXHIBIT G-1

FORM OF INVESTOR REPRESENTATION LETTER

_____________, 200__

BNP Paribas Mortgage Securities LLC

787 Seventh Avenue

New York, NY 10019

Wells Fargo Bank, N.A.

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479

Re:	TBW Mortgage-Backed Trust Series 2006-5
	Mortgage-Backed Pass-Through Certificates Series 2006-5, Class[___]

Ladies and Gentlemen:

[______________] (the “Purchaser”) intends to purchase from [______________] (the “Seller”) $[_________] Initial Certificate Principal Balance of Mortgage-Backed Pass-Through Certificates, Series 2006-5, Class [_____] (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2006 (the “Pooling and Servicing Agreement”), among BNP Paribas Mortgage Securities LLC, as company (the “Company”), Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”) and U.S. Bank National Association, as trustee (the “Trustee”). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Company and the Securities Administrator that:

1. The Purchaser understands that (a) the Certificates have not been and will not be registered or qualified under the Securities Act of 1933, as amended (the “Act”) or any state securities law, (b) the Company is not required to so register or qualify the Certificates, (c) the Certificates may be resold only if registered and qualified pursuant to the provisions of the Act or any state securities law, or if an exemption from such registration and qualification is available, (d) the Pooling and Servicing Agreement contains restrictions regarding the transfer of the Certificates and (e) the Certificates will bear a legend to the foregoing effect.

2. The Purchaser is acquiring the Certificates for its own account for investment only and not with a view to or for sale in connection with any distribution thereof in any manner that would violate the Act or any applicable state securities laws.

3. The Purchaser is (a) a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters, and, in particular, in such matters related to securities similar to the Certificates, such that it is capable of evaluating the merits and risks of investment in the Certificates, (b) able to bear the economic risks of such an investment and (c) an “accredited investor” within the meaning of Rule 501 (a) promulgated pursuant to the Act.

4. The Purchaser has been furnished with, and has had an opportunity to review a copy of the Pooling and Servicing Agreement and such other information concerning the Certificates, the Mortgage Loans and the Company as has been requested by the Purchaser from the Company or the Seller and is relevant to the Purchaser’s decision to purchase the Certificates. The Purchaser has had any questions arising from such review answered by the Company or the Seller to the satisfaction of the Purchaser.

5. The Purchaser has not and will not nor has it authorized or will it authorize any person to (a) offer, pledge, sell, dispose of or otherwise transfer any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) solicit any offer to buy or to accept a pledge, disposition of other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) otherwise approach or negotiate with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) make any general solicitation by means of general advertising or in any other manner or (e) take any other action, that (as to any of (a) through (e) above) would constitute a distribution of any Certificate under the Act, that would render the disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or that would require registration or qualification pursuant thereto. The Purchaser will not sell or otherwise transfer any of the Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement.

					Very truly yours,


					(Purchaser)

					By:
					Name:
					Title:

EXHIBIT G-2

FORM OF TRANSFEROR REPRESENTATION LETTER

______________, 200___

BNP Paribas Mortgage Securities LLC

787 Seventh Avenue

New York, NY 10019

Wells Fargo Bank, N.A.

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479

Re:	TBW Mortgage-Backed Trust Series 2006-5
	Mortgage-Backed Pass-Through Certificates, Series 2006-5, Class[__]

Ladies and Gentlemen:

In connection with the sale by [___________] (the “Seller”) to [________] (the “Purchaser”) of $[_________] Initial Certificate Principal Balance of Mortgage-Backed Pass-Through Certificates, Series 2006-5, Class [_____] (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of October 1, 2006 among BNP Paribas Mortgage Securities LLC, as company (the “Company”), Wells Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”) and U.S. Bank National Association, as trustee (the “Trustee”). The Seller hereby certifies, represents and warrants to, and covenants with, the Company and the Securities Administrator that:

Neither the Seller nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) has solicited any offer to buy or to accept a pledge, disposition or other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) has otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) has made any general solicitation by means of general advertising or in any other manner, or (e) has taken any other action, that (as to any of (a) through (e) above) would constitute a distribution of the Certificates under the Securities Act of 1933 (the “Act”), that would render the disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not act in any manner set forth in the foregoing sentence with respect to any Certificate. The Seller has not and will not sell or otherwise transfer any of the Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement.

					Very truly yours,


					(Seller)

					By:
					Name:
					Title:

EXHIBIT G-3

FORM OF RULE 144A INVESTMENT REPRESENTATION

DESCRIPTION OF RULE 144A SECURITIES, INCLUDING NUMBERS:

TBW Mortgage-Backed Trust Series 2006-5

Mortgage-Backed Pass-Through Certificates

SERIES 2006-5, CLASS ____, NO. ____

The undersigned seller, as registered holder (the “Transferor”), intends to transfer the Rule 144A Securities described above to the undersigned buyer (the “Buyer”).

1. In connection with such transfer and in accordance with the agreements pursuant to which the Rule 144A Securities were issued, the Transferor hereby certifies the following facts: Neither the Transferor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, which would constitute a distribution of the Rule 144A Securities under the Securities Act of 1933, as amended (the “1933 Act”), or which would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, and that the Transferor has not offered the Rule 144A Securities to any person other than the Buyer or another “qualified institutional buyer” as defined in Rule 144A under the 1933 Act.

2. The Buyer warrants and represents to, and covenants with, the Transferor, the Securities Administrator and the Master Servicer pursuant to Section 5.02 of the Pooling and Servicing Agreement as follows:

a. The Buyer understands that the Rule 144A Securities have not been registered under the 1933 Act or the securities laws of any state.

b. The Buyer considers itself a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Rule 144A Securities.

c. The Buyer has been furnished with all information regarding the Rule 144A Securities that it has requested from the Transferor, the Securities Administrator or the Master Servicer.

d. Neither the Buyer nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities under the 1933 Act or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Rule 144A Securities.

e. The Buyer is a “qualified institutional buyer” as that term is defined in Rule 144 under the 1933 Act and has completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. The Buyer is aware that the sale to it is being made in reliance on Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own account or the account of other qualified institutional buyers, understands that such Rule 144 Securities may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the 1933 Act.

3. The Buyer warrants and represents to, and covenants with, the Transferor, the Servicer and the Company that either (1) the Buyer is not an employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (“Plan”), or a plan within the meaning of Section 4975(e)(1) of the Internal Revenue Code of 1986 (the “Code”) (also a “Plan”), and the Buyer is not directly or indirectly purchasing the Rule 144A Securities on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with assets of a Plan, or (2) the Buyer has made the representation or has provided the Securities Administrator with the opinion letter required by Section 5.02(c) of the Pooling and Servicing Agreement.

4. This document may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same document.

IN WITNESS WHEREOF, each of the parties has executed this document as of the date set forth below.


Print Name of Transferor				Print Name of Buyer

By:				By:
Name:				Name:
Title:				Title:

Taxpayer Identification:				Taxpayer Identification:
No.				No.

Date:				Date:

ANNEX 1 TO EXHIBIT G-3

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[FOR BUYERS OTHER THAN REGISTERED INVESTMENT COMPANIES]

The undersigned hereby certifies as follows in connection with the Rule 144A Investment Representation to which this Certification is attached:

1. As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or other executive officer of the Buyer.

2. In connection with purchases by the Buyer, the Buyer is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933 (“Rule 144A”) because (i) the Buyer owned and/or invested on a discretionary basis $____________________¹ in securities (except for the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the category marked below.

____	Corporation, etc. The Buyer is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code.

____	Bank. The Buyer (a) is a national bank or banking institution organized under the laws of any State, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statement, a copy of which is attached hereto.

____	Savings and Loan. The Buyer (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a State or Federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements.

____	Broker-dealer. The Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.

____	Insurance Company. The Buyer is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State, territory or the District of Columbia.

____	State or Local Plan. The Buyer is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees.

____	ERISA Plan. The Buyer is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended.

____	Investment Adviser. The Buyer is an investment adviser registered under the Investment Advisers Act of 1940.

____	SBIC. The Buyer is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.

____	Business Development Company. The Buyer is a business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

____	Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust company and whose participants are exclusively (a) plans established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees, or (b) employee benefit plans within the meaning of Title I of the Employee Retirement Income Security Act of 1974, but is not a trust fund that includes as participants individual retirement accounts or H.R. 10 plans.

3. The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Buyer, (ii) securities that are part of an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps.

4. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Buyer, the Buyer used the cost of such securities to the Buyer and did not include any of the securities referred to in the preceding paragraph. Further, in determining such aggregate amount, the Buyer may have included securities owned by subsidiaries of the Buyer, but only if such subsidiaries are consolidated with the Buyer in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Buyer’s direction. However, such securities were not included if the Buyer is a majority-owned, consolidated subsidiary of another enterprise and the Buyer is not itself a reporting company under the Securities Exchange Act of 1934.

5. The Buyer acknowledges that it is familiar with Rule 144A and understands that the seller to it and other parties related to the Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Buyer may be in reliance on Rule 144A.

___	___	1.	Will the Buyer be purchasing the Rule 144A
Yes	No	2.	Securities only for the Buyer’s own account?

6. If the answer to the foregoing question is “no”, the Buyer agrees that, in connection with any purchase of securities sold to the Buyer for the account of a third party (including any separate account) in reliance on Rule 144A, the Buyer will only purchase for the account of a third party that at the time is a “qualified institutional buyer” within the meaning of Rule 144A. In addition, the Buyer agrees that the Buyer will not purchase securities for a third party unless the Buyer has obtained a current representation letter from such third party or taken other appropriate steps contemplated by Rule 144A to conclude that such third party independently meets the definition of “qualified institutional buyer” set forth in Rule 144A.

7. The Buyer will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Buyer’s purchase of Rule 144A Securities will constitute a reaffirmation of this certification as of the date of such purchase.

Print Name of Buyer

By:

Name:

Title:

Date:

¹ Buyer must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Buyer is a dealer, and, in that case, Buyer must own and/or invest on a discretionary basis at least $10,000,000 in securities.

ANNEX 2 TO EXHIBIT G-3

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[FOR BUYERS THAT ARE REGISTERED INVESTMENT COMPANIES]

The undersigned hereby certifies as follows in connection with the Rule 144A Investment Representation to which this Certification is attached:

1. As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933 (“Rule 144A”) because Buyer is part of a Family of Investment Companies (as defined below), is such an officer of the Adviser.

2. In connection with purchases by Buyer, the Buyer is a “qualified institutional buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment company registered under the Investment Company Act of 1940, and (ii) as marked below, the Buyer alone, or the Buyer’s Family of Investment Companies, owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year. For purposes of determining the amount of securities owned by the Buyer or the Buyer’s Family of Investment Companies, the cost of such securities was used.

____	The Buyer owned $_______________ in securities (other than the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).

____	The Buyer is part of a Family of Investment Companies which owned in the aggregate $____________ in securities (other than the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).

3. The term “Family of Investment Companies” as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other).

4. The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Buyer or are part of the Buyer’s Family of Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency, interest rate and commodity swaps.

5. The Buyer is familiar with Rule 144A and understands that each of the parties to which this certification is made are relying and will continue to rely on the statements made herein because one or more sales to the Buyer will be in reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer’s own account.

6. The undersigned will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice, the Buyer’s purchase of Rule 144A Securities will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase.

Print Name of Buyer

By:

Name:

Title:

IF AN ADVISER:

Print Name of Buyer

Date:

EXHIBIT G-4

FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF RESIDUAL CERTIFICATES

____________, 20__

BNP Paribas Mortgage Securities LLC

787 Seventh Avenue

New York, New York 10019

Wells Fargo Bank, N.A.

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479

Attention: TBW Mortgage-Backed Trust, Series 2006-5

Re:	BNP Paribas Mortgage Securities LLC Mortgage-Backed Pass-Through Certificates Series 2006-5, Class R[ ]

Ladies and Gentlemen:

This letter is delivered to you in connection with the sale by [____________] (the “Seller”) to [____________] (the “Purchaser”) of a 100% Percentage Interest in the Mortgage-Backed Pass-Through Certificates, Series 2006-5, Class R[ ] Certificates (the “Certificates”), issued pursuant to Section 5.01 of the Pooling and Servicing Agreement, dated as of October 1, 2006 (the “Pooling and Servicing Agreement”), among BNP Paribas Mortgage Securities LLC, as company (the “Company”), Wells Fargo Bank, N.A., as master servicer and securities administrator (the “Securities Administrator”) and U.S. Bank National Association, as trustee. All terms used herein and not otherwise defined shall have the meaning set forth in the Pooling and Servicing Agreement. The Seller hereby certifies, represents and warrants to, and covenants with, the Company and the Securities Administrator that:

1. No purpose of the Seller relating to the sale of the Certificates by the Seller to the Purchaser is or will be to impede the assessment or collection of any tax.

2. The Seller understands that the Purchaser has delivered to the Securities Administrator and the Master Servicer a transfer affidavit and agreement in the form attached to the Pooling and Servicing Agreement as Exhibit G-5. The Seller does not know or believe that any representation contained therein is false.

3. The Seller has at the time of the transfer conducted a reasonable investigation of the financial condition of the Purchaser as contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Seller has determined that the Purchaser has historically paid its debts as they have become due and has found no significant evidence to indicate that the Purchaser will not continue to pay its debts as they become due in the future. The Seller understands that the transfer of the Certificates may not be respected for United States income tax purposes (and the Seller may continue to be liable for United States income taxes associated therewith) unless the Seller has conducted such an investigation.

4. The Seller has no actual knowledge that the proposed Transferee is a Disqualified Organization, an agent of a Disqualified Organization or a Non-United States Person.

Very truly yours,

[____________], as Seller

By:

Name:

Title:

EXHIBIT G-5

FORM OF TRANSFER AFFIDAVIT AND AGREEMENT FOR TRANSFERS OF RESIDUAL CERTIFICATES

STATE OF	)
	)	ss.:
COUNTY OF___________	)

[____________________], being first duly sworn, deposes, represents and warrants:

1. That [Title of Officer] of [Name of Owner], a [savings institution] [corporation] duly organized and existing under the laws of [the State of __________] [the United States] (record or beneficial owner of the Mortgage-Backed Pass-Through Certificates, Series 2006-5, Class R[ ]Certificates (the “Class R[ ] Certificates”), evidencing a 100% Percentage Interest in such class) (the “Owner”), a [Delaware corporation], on behalf of which he makes this affidavit and agreement. The Class R[ ] Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2006 (the “Pooling and Servicing Agreement”), among BNP Paribas Mortgage Securities LLC, as company (the “Company”), Wells Fargo Bank, N.A., as master servicer (in that capacity, the “Master Servicer”) and securities administrator (in that capacity, the “Securities Administrator”) and U.S. Bank National Association, as trustee (the “Trustee”).

2. That the Owner (i) is and will be a “Permitted Transferee” as of [date of transfer], and (ii) is acquiring the Class R[ ] Certificates for its own account or for the account of another owner from which it has received an affidavit in substantially the same form as this affidavit. A “Permitted Transferee” is any person other than a “disqualified organization” or a Non-United States Person. For this purpose, a “disqualified organization” means any of the following: (i) the United States, any State or political subdivision thereof, any possession of the United States, or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except for the FHLMC, a majority of its board of directors is not selected by such governmental unit), (ii) a foreign government, any international organization, or any agency or instrumentality of any of the foregoing, (iii) any organization (other than certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (unless such organization is subject to the tax imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Section 138 1(a)(2)(C) of the Code, (v) an "electing large partnership" within the meaning of Section 775(a) of the Code, and (vi) any other Person so designated by the Securities Administrator based upon an Opinion of Counsel that the holding of an Ownership Interest in a Class R[ ] Certificate by such Person may cause the related real estate mortgage investment conduit or any Person having an Ownership Interest in any Class of Certificates, other than such Person, to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R[ ] Certificate to such Person. The terms “United States”, “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.

3. That the Owner is aware (i) of the tax that would be imposed on transfers of any Class R[ ] Certificates to disqualified organizations under the Internal Revenue Code of 1986 that applies to all transfers of any of the Class R[ ] Certificates after March 31, 1988; (ii) that such tax would be on the transferor, or, if such transfer is through an agent (which person includes a broker, nominee or middleman) for a disqualified organization, on the agent; (iii) that the person otherwise liable for the tax shall be relieved of liability for the tax if the transferee furnishes to such person an affidavit that the transferee is not a disqualified organization and, at the time of transfer, such person does not have actual knowledge that the affidavit is false and; (iv) that the Class R[ ] Certificates may be “noneconomic residual interests” within the meaning of Treasury regulation section 1.860E-1(c)(2) and that the transferor of a “noneconomic residual interest” will remain liable for any taxes due with respect to the income on such residual interest, unless no significant purpose of the transfer is to enable the transferor to impede the assessment or collection of tax.

4. That the Owner is aware of the tax imposed on a “pass-through entity” holding any Class R[ ] Certificates if at any time during the taxable year of the pass-through entity a non-Permitted Transferee is the record holder of an interest in such entity. For this purpose, a “pass through entity” includes a regulated investment company, a real estate investment trust or common trust fund, a partnership, trust or estate, and certain cooperatives.

5. That the Owner is aware that the Securities Administrator will not register the transfer of any Class R[ ] Certificates unless the transferee, or the transferee’s agent, delivers to the Securities Administrator, among other things, an affidavit in substantially the same form as this affidavit. The Owner expressly agrees that it will not consummate any such transfer if it knows or believes that any of the representations contained in such affidavit and agreement are false.

6. That the Owner consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute a reasonable arrangement to ensure that the Class R[ ] Certificates will only be owned, directly or indirectly, by Owners that are Permitted Transferees.

7. That the Owner’s taxpayer identification number is #[__-_______].

8. That the Owner has reviewed the restrictions set forth on the face of the Class R[ ] Certificates and the provisions of Section 5.02 of the Pooling and Servicing Agreement under which the Class R[ ] Certificates were issued (and, in particular, the Owner is aware that such Section authorizes the Securities Administrator to deliver payments to a person other than the Owner and negotiate a mandatory sale by the Securities Administrator in the event that the Owner holds such Certificate in violation of Section 5.02); and that the Owner expressly agrees to be bound by and to comply with such restrictions and provisions.

9. That the Owner is not acquiring and will not transfer any Class R[ ] Certificates in order to impede the assessment or collection of any tax.

10. That the Owner anticipates that it will, so long as it holds any Class R[ ] Certificates, have sufficient assets to pay any taxes owed by the holder of such Class R[ ] Certificates.

11. That the Owner has no present knowledge that it may become insolvent or subject to a bankruptcy proceeding for so long as it holds any Class R[ ] Certificates.

12. That the Owner has no present knowledge or expectation that it will be unable to pay any United States taxes owed by it so long as any of the Certificates remain outstanding. In this regard, the Owner hereby represents to and for the benefit of the Person from whom it acquired the Class R[ ] Certificates that the Owner intends to pay taxes associated with holding the Class R[ ] Certificates as they become due, fully understanding that it may incur tax liabilities in excess of any cash flows generated by the Class R[ ] Certificates.

13. That the Owner is not acquiring the Class R[ ] Certificates with the intent to transfer the Class R[ ] Certificates to any person or entity that will not have sufficient assets to pay any taxes owed by the holder of any such Class R[ ] Certificates, or that may become insolvent or subject to a bankruptcy proceeding, for so long as the Class R[ ] Certificates remain outstanding.

14. That the Owner will, in connection with any transfer that it makes of the Class R Certificates, obtain from its transferee the representations required by Section 5.02(e) of the Pooling and Servicing Agreement under which the Class R[ ] Certificates were issued and will not consummate any such transfer if it knows, or knows facts that should lead it to believe, that any such representations are false.

15. That the Owner will, in connection with any Transfer that it makes of any Class R Certificates, deliver to the Securities Administrator an affidavit, which represents and warrants that it is not transferring any such Class R[ ] Certificates to impede the assessment or collection of any tax and that it has no actual knowledge that the proposed transferee: (i) has insufficient assets to pay any taxes owed by such transferee as holder of any Class R[ ] Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding, for so long as any Class R Certificates remain outstanding and; (iii) is not a “Permitted Transferee”.

16. The Owner is a citizen or resident of the United States, a corporation, partnership or other entity created or organized in, or under the laws of, the United States or any political subdivision thereof, provided that with respect to any partnership or other entity treated as a partnership for United States federal income tax purposes, all persons that own an interest in such partnership either directly or through any entity that is not a corporation for United States federal income tax purposes are required by the applicable operative agreement to be United States Persons, or an estate or trust whose income from sources without the United States is includible in gross income for United States federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States.

[Signature Page Follows]

IN WITNESS WHEREOF, the Owner has caused this instrument to be executed on its behalf, by its _________________, this 22^nd day of September, 2006.

[TRANSFEREE]

By:

Name:

Title:

ATTEST:



STATE OF	)
	)	ss.:
COUNTY OF___________	)

On __________, 2006 personally appeared before me the above-named person, known or proved to me to be the same person who executed the foregoing instrument and to be the __________________ of the Owner, and acknowledged to me that he executed the same as his free act and deed and the free act and deed of the Owner.

Subscribed and sworn before me this ____ day of __________, 2006.


	NOTARY PUBLIC

	COUNTY OF ________________________
	STATE OF __________________________

	My Commission expires the ___ day of __________, 20__.

EXHIBIT H

MORTGAGE LOAN SCHEDULE

TBW 2006-5

# of Mortgage Loans:	3001

Current UPB:	598,789,446.54

GWAC:	7.384

WAM:	355

1 - Loan Number          2 - Property       3 - Owner             4 - Purpose Code         5 - Number
                         Type Code          Occupied Code                                  of Units
--------------------------------------------------------------------------------------------------------
             713336      SF                 P                     Refi/Cash Out                       1
             795997      PU                 P                     Purch                               1
             865337      SF                 P                     Purch                               1
             894686      SF                 P                     Refi/No Cash Out                    1
             895955      SF                 P                     Refi/No Cash Out                    1
             924792      SF                 I                     Refi/No Cash Out                    1
             931732      SF                 P                     ConstPer                            1
             932771      SF                 P                     Refi/No Cash Out                    1
             945764      SF                 S                     Purch                               1
             983019      SF                 P                     Refi/No Cash Out                    1
            1007243      2F                 I                     Refi/Cash Out                       2
            1025195      PU                 P                     Purch                               1
            1029172      2F                 I                     Purch                               2
            1039704      SF                 I                     Refi/Cash Out                       1
            1040045      SF                 I                     Refi/Cash Out                       1
            1047035      SF                 P                     Refi/No Cash Out                    1
            1057001      PU                 P                     Purch                               1
            1058378      PU                 S                     Purch                               1
            1059329      2F                 I                     Refi/Cash Out                       2
            1061010      SF                 P                     Refi/No Cash Out                    1
            1062805      SF                 P                     Purch                               1
            1063153      SF                 P                     Refi/No Cash Out                    1
            1077888      CO                 P                     Refi/Cash Out                       1
            1081593      PU                 P                     Purch                               1
            1082565      CO                 P                     Purch                               1
            1086056      SF                 P                     Purch                               1
            1086431      SF                 P                     Refi/Cash Out                       1
            1087300      SF                 I                     Refi/Cash Out                       1
            1088659      SF                 I                     Refi/Cash Out                       1
            1091066      SF                 P                     Refi/No Cash Out                    1
            1092645      SF                 P                     Purch                               1
            1096806      PU                 P                     Purch                               1
            1098150      SF                 P                     Refi/Cash Out                       1
            1102106      SF                 P                     Refi/No Cash Out                    1
            1102734      PU                 P                     Refi/No Cash Out                    1
            1106437      SF                 P                     Refi/No Cash Out                    1
            1108017      SF                 P                     Purch                               1
            1108526      SF                 P                     Purch                               1
            1109257      SF                 S                     Refi/No Cash Out                    1
            1110711      SF                 I                     Refi/No Cash Out                    1
            1111389      SF                 P                     Refi/No Cash Out                    1
            1113943      SF                 I                     Purch                               1
            1114266      PU                 S                     Purch                               1
            1115144      SF                 P                     Refi/Cash Out                       1
            1115955      SF                 I                     Refi/No Cash Out                    1
            1118002      3F                 I                     Refi/No Cash Out                    4
            1118842      SF                 I                     Refi/Cash Out                       1
            1118884      SF                 I                     Refi/Cash Out                       1
            1118902      SF                 I                     Refi/Cash Out                       1
            1119268      SF                 I                     Purch                               1
            1120431      SF                 P                     Refi/Cash Out                       1
            1120615      SF                 P                     Purch                               1
            1127373      CO                 P                     Refi/Cash Out                       1
            1129342      SF                 P                     Purch                               1
            1129878      SF                 P                     Purch                               1
            1133447      2F                 I                     Refi/No Cash Out                    2
            1134330      PU                 P                     Purch                               1
            1134544      SF                 P                     Refi/No Cash Out                    1
            1139854      SF                 I                     Refi/No Cash Out                    1
            1143427      CO                 P                     Purch                               1
            1144135      SF                 P                     Purch                               1
            1144819      SF                 P                     Refi/No Cash Out                    1
            1145020      PU                 P                     Purch                               1
            1147261      SF                 P                     Refi/No Cash Out                    1
            1147483      PU                 P                     Refi/No Cash Out                    1
            1147676      PU                 I                     Refi/Cash Out                       1
            1148224      SF                 P                     Refi/Cash Out                       1
            1149271      SF                 I                     Purch                               1
            1149289      SF                 I                     Refi/Cash Out                       1
            1149790      SF                 S                     Refi/No Cash Out                    1
            1150370      SF                 I                     Purch                               1
            1150388      SF                 I                     Purch                               1
            1150603      SF                 P                     Refi/No Cash Out                    1
            1150749      SF                 P                     Purch                               1
            1153415      SF                 I                     Refi/No Cash Out                    1
            1155966      PU                 P                     Purch                               1
            1156079      SF                 P                     Refi/No Cash Out                    1
            1156217      CO                 P                     Refi/Cash Out                       1
            1156698      SF                 I                     Refi/Cash Out                       1
            1156950      PU                 S                     Purch                               1
            1157484      SF                 P                     Refi/Cash Out                       1
            1157607      SF                 P                     Refi/Cash Out                       1
            1158264      SF                 P                     Purch                               1
            1158820      SF                 P                     Purch                               1
            1160624      SF                 P                     Refi/Cash Out                       1
            1160787      SF                 I                     Refi/Cash Out                       1
            1161331      SF                 I                     Refi/Cash Out                       1
            1161614      SF                 P                     Refi/Cash Out                       1
            1163145      SF                 P                     Refi/Cash Out                       1
            1163253      SF                 P                     Purch                               1
            1163488      SF                 P                     Refi/Cash Out                       1
            1163753      CO                 I                     Purch                               1
            1164854      SF                 P                     Refi/Cash Out                       1
            1165796      SF                 P                     Purch                               1
            1166219      SF                 P                     Purch                               1
            1166503      SF                 I                     Refi/No Cash Out                    1
            1166542      SF                 P                     Refi/Cash Out                       1
            1167379      SF                 P                     Purch                               1
            1167468      PU                 I                     Refi/No Cash Out                    1
            1169195      CO                 S                     Refi/Cash Out                       1
            1169492      PU                 P                     Purch                               1
            1169578      PU                 P                     Purch                               1
            1169628      SF                 P                     Refi/No Cash Out                    1
            1170259      SF                 P                     Refi/No Cash Out                    1
            1171008      PU                 P                     Purch                               1
            1171128      PU                 P                     Purch                               1
            1172945      SF                 P                     Purch                               1
            1173420      SF                 I                     Refi/No Cash Out                    1
            1173486      SF                 I                     Refi/No Cash Out                    1
            1173532      SF                 P                     Refi/Cash Out                       1
            1174748      SF                 P                     Refi/Cash Out                       1
            1175501      2F                 I                     Purch                               2
            1176164      SF                 P                     Refi/Cash Out                       1
            1176420      SF                 P                     Refi/Cash Out                       1
            1177070      SF                 S                     Refi/No Cash Out                    1
            1178182      SF                 P                     Purch                               1
            1178483      SF                 I                     Purch                               1
            1179072      SF                 I                     Refi/No Cash Out                    1
            1179167      SF                 P                     Purch                               1
            1179836      SF                 I                     Purch                               1
            1180050      SF                 P                     Refi/No Cash Out                    1
            1180341      SF                 I                     Refi/No Cash Out                    1
            1180788      SF                 I                     Refi/No Cash Out                    1
            1180974      CO                 P                     Purch                               1
            1181475      PU                 P                     Purch                               1
            1181995      SF                 I                     Refi/Cash Out                       1
            1182394      SF                 P                     Refi/No Cash Out                    1
            1183071      CO                 P                     Purch                               1
            1183582      SF                 P                     Refi/Cash Out                       1
            1183646      SF                 P                     Purch                               1
            1183847      SF                 P                     Refi/Cash Out                       1
            1184118      SF                 P                     Purch                               1
            1184154      SF                 I                     Refi/Cash Out                       1
            1184203      SF                 P                     Refi/Cash Out                       1
            1184262      2F                 I                     Refi/No Cash Out                    2
            1184936      SF                 P                     Refi/No Cash Out                    1
            1185033      SF                 P                     Refi/Cash Out                       1
            1185355      2F                 I                     Refi/Cash Out                       2
            1185505      SF                 P                     Refi/No Cash Out                    1
            1185595      SF                 P                     Refi/Cash Out                       1
            1185767      SF                 P                     Purch                               1
            1185924      SF                 P                     Purch                               1
            1186464      SF                 P                     Refi/No Cash Out                    1
            1187231      SF                 I                     Purch                               1
            1187269      PU                 P                     Purch                               1
            1187658      SF                 P                     Refi/Cash Out                       1
            1188058      SF                 P                     Refi/Cash Out                       1
            1188505      SF                 I                     Purch                               1
            1190240      SF                 I                     Refi/Cash Out                       1
            1190296      SF                 P                     Refi/Cash Out                       1
            1190405      PU                 P                     Purch                               1
            1190609      SF                 P                     Refi/Cash Out                       1
            1190624      SF                 P                     Refi/Cash Out                       1
            1190669      SF                 P                     Refi/No Cash Out                    1
            1190670      PU                 P                     Purch                               1
            1191074      PU                 P                     Purch                               1
            1191148      PU                 P                     Purch                               1
            1191174      SF                 I                     Purch                               1
            1191338      SF                 P                     Purch                               1
            1192314      2F                 I                     Purch                               2
            1192831      SF                 P                     Purch                               1
            1192961      SF                 P                     Purch                               1
            1192964      SF                 I                     Purch                               1
            1193070      SF                 I                     Purch                               1
            1194458      SF                 I                     Refi/No Cash Out                    1
            1194488      SF                 I                     Refi/No Cash Out                    1
            1194529      SF                 I                     Refi/No Cash Out                    1
            1194653      SF                 P                     Refi/No Cash Out                    1
            1195203      SF                 P                     Refi/Cash Out                       1
            1195222      SF                 P                     Purch                               1
            1195342      2F                 I                     Refi/Cash Out                       2
            1196361      SF                 I                     Refi/Cash Out                       1
            1197661      PU                 I                     Purch                               1
            1197714      SF                 P                     Refi/No Cash Out                    1
            1197791      PU                 I                     Purch                               1
            1198449      SF                 P                     Purch                               1
            1198573      SF                 I                     Refi/No Cash Out                    1
            1198762      SF                 I                     Purch                               1
            1198915      SF                 I                     Refi/No Cash Out                    1
            1199195      2F                 I                     Refi/No Cash Out                    2
            1199359      PU                 I                     Refi/No Cash Out                    1
            1199372      PU                 I                     Refi/No Cash Out                    1
            1199374      PU                 I                     Refi/No Cash Out                    1
            1199378      PU                 I                     Refi/No Cash Out                    1
            1199411      PU                 I                     Refi/No Cash Out                    1
            1200359      PU                 I                     Purch                               1
            1200477      SF                 I                     Refi/No Cash Out                    1
            1200552      SF                 I                     Refi/No Cash Out                    1
            1200624      PU                 P                     Purch                               1
            1200645      SF                 P                     Refi/Cash Out                       1
            1200890      SF                 I                     Refi/No Cash Out                    1
            1201216      SF                 I                     Purch                               1
            1202108      PU                 P                     Purch                               1
            1203032      CO                 I                     Refi/No Cash Out                    1
            1203470      SF                 P                     Refi/Cash Out                       1
            1203877      PU                 P                     Purch                               1
            1204101      SF                 I                     Refi/Cash Out                       1
            1204854      SF                 P                     Refi/Cash Out                       1
            1205628      SF                 P                     Purch                               1
            1206610      SF                 I                     Refi/Cash Out                       1
            1206624      CO                 P                     Purch                               1
            1207080      SF                 P                     Purch                               1
            1207207      PU                 P                     Purch                               1
            1207291      CO                 I                     Purch                               1
            1207306      CO                 P                     Purch                               1
            1207459      CO                 I                     Purch                               1
            1207642      SF                 P                     Purch                               1
            1207690      PU                 S                     Purch                               1
            1207733      SF                 I                     Refi/No Cash Out                    1
            1207975      PU                 P                     Purch                               1
            1208527      SF                 P                     Purch                               1
            1208856      SF                 I                     Refi/No Cash Out                    1
            1209010      SF                 I                     Purch                               1
            1209176      SF                 P                     Purch                               1
            1209447      SF                 I                     Refi/Cash Out                       1
            1209553      SF                 P                     Refi/No Cash Out                    1
            1209732      SF                 I                     Refi/No Cash Out                    1
            1210326      PU                 S                     Purch                               1
            1210983      SF                 P                     Refi/No Cash Out                    1
            1211171      SF                 P                     Refi/No Cash Out                    1
            1211204      SF                 P                     Refi/Cash Out                       1
            1211254      SF                 P                     Refi/No Cash Out                    1
            1211416      SF                 P                     Purch                               1
            1211417      SF                 I                     Refi/Cash Out                       1
            1211449      SF                 P                     Refi/Cash Out                       1
            1211624      SF                 P                     Refi/Cash Out                       1
            1211794      SF                 P                     Refi/Cash Out                       1
            1212015      PU                 P                     Purch                               1
            1212565      SF                 P                     Refi/Cash Out                       1
            1212819      SF                 P                     Purch                               1
            1212980      SF                 P                     Refi/No Cash Out                    1
            1213021      SF                 P                     Refi/No Cash Out                    1
            1213104      SF                 P                     Purch                               1
            1213105      SF                 I                     Refi/Cash Out                       1
            1213536      SF                 I                     Refi/Cash Out                       1
            1213571      SF                 P                     Purch                               1
            1214210      SF                 P                     Purch                               1
            1214294      SF                 P                     Purch                               1
            1214313      SF                 I                     Purch                               1
            1214481      SF                 I                     Purch                               1
            1214500      CO                 P                     Purch                               1
            1214763      SF                 P                     Refi/No Cash Out                    1
            1214931      SF                 P                     Purch                               1
            1215183      SF                 I                     Refi/No Cash Out                    1
            1215484      SF                 P                     Refi/Cash Out                       1
            1215557      2F                 P                     Refi/Cash Out                       2
            1215589      CO                 P                     Purch                               1
            1215596      SF                 I                     Refi/No Cash Out                    1
            1215896      CO                 P                     Purch                               1
            1215941      SF                 I                     Refi/No Cash Out                    1
            1215949      SF                 P                     Purch                               1
            1215988      SF                 I                     Purch                               1
            1216491      SF                 I                     Refi/No Cash Out                    1
            1216998      SF                 P                     Refi/Cash Out                       1
            1217250      SF                 I                     Refi/No Cash Out                    1
            1217370      SF                 P                     Refi/No Cash Out                    1
            1217444      SF                 P                     Purch                               1
            1217781      3F                 P                     Refi/No Cash Out                    3
            1217854      SF                 P                     Refi/Cash Out                       1
            1218480      SF                 I                     Purch                               1
            1218690      PU                 P                     Purch                               1
            1218722      PU                 I                     Refi/Cash Out                       1
            1218760      SF                 I                     Refi/Cash Out                       1
            1219077      SF                 I                     Purch                               1
            1219440      PU                 P                     Purch                               1
            1219467      SF                 I                     Refi/Cash Out                       1
            1219486      SF                 I                     Refi/Cash Out                       1
            1219505      SF                 I                     Refi/Cash Out                       1
            1219520      SF                 I                     Refi/Cash Out                       1
            1219534      SF                 I                     Refi/Cash Out                       1
            1219545      SF                 I                     Refi/Cash Out                       1
            1219560      SF                 I                     Refi/Cash Out                       1
            1219569      SF                 I                     Refi/Cash Out                       1
            1219700      PU                 P                     Refi/No Cash Out                    1
            1219732      SF                 P                     Purch                               1
            1220745      2F                 P                     Purch                               2
            1220863      SF                 I                     Refi/No Cash Out                    1
            1221057      CO                 P                     Refi/Cash Out                       1
            1221084      SF                 P                     Purch                               1
            1221439      2F                 P                     Purch                               2
            1221747      SF                 P                     Refi/No Cash Out                    1
            1222707      SF                 P                     Refi/No Cash Out                    1
            1222751      SF                 P                     Purch                               1
            1223189      SF                 S                     Purch                               1
            1223400      CO                 P                     Refi/No Cash Out                    1
            1223442      SF                 P                     Refi/Cash Out                       1
            1223548      SF                 P                     Refi/No Cash Out                    1
            1223774      SF                 I                     Refi/No Cash Out                    1
            1223826      SF                 I                     Refi/Cash Out                       1
            1223936      SF                 I                     Purch                               1
            1224099      SF                 I                     Refi/Cash Out                       1
            1224295      SF                 P                     Refi/Cash Out                       1
            1224327      SF                 P                     Purch                               1
            1224336      SF                 I                     Refi/Cash Out                       1
            1224369      SF                 I                     Refi/Cash Out                       1
            1224910      SF                 P                     Purch                               1
            1224969      PU                 P                     Refi/No Cash Out                    1
            1225295      SF                 P                     Purch                               1
            1225364      SF                 P                     Purch                               1
            1225557      SF                 P                     Purch                               1
            1226642      CO                 P                     Purch                               1
            1226787      PU                 I                     Refi/No Cash Out                    1
            1226795      CO                 I                     Refi/No Cash Out                    1
            1226802      PU                 I                     Refi/No Cash Out                    1
            1226835      PU                 I                     Refi/No Cash Out                    1
            1226843      PU                 I                     Refi/No Cash Out                    1
            1226858      PU                 I                     Refi/No Cash Out                    1
            1226863      PU                 I                     Refi/No Cash Out                    1
            1226872      PU                 I                     Refi/No Cash Out                    1
            1226880      PU                 I                     Refi/No Cash Out                    1
            1226959      SF                 P                     Purch                               1
            1227073      SF                 P                     Purch                               1
            1227188      SF                 P                     Purch                               1
            1228100      SF                 S                     Purch                               1
            1228137      SF                 P                     Purch                               1
            1228287      PU                 P                     Refi/Cash Out                       1
            1228594      PU                 P                     Purch                               1
            1229435      SF                 I                     Purch                               1
            1230088      SF                 P                     Purch                               1
            1230242      SF                 I                     Refi/Cash Out                       1
            1230319      CO                 S                     Purch                               1
            1230351      SF                 I                     Refi/Cash Out                       1
            1230974      SF                 P                     Refi/Cash Out                       1
            1231400      SF                 P                     Purch                               1
            1231655      SF                 P                     Refi/No Cash Out                    1
            1231720      SF                 P                     Purch                               1
            1231778      SF                 P                     Purch                               1
            1231821      SF                 P                     Refi/No Cash Out                    1
            1231879      SF                 I                     Purch                               1
            1231981      SF                 I                     Refi/Cash Out                       1
            1232504      SF                 P                     Refi/Cash Out                       1
            1232725      SF                 P                     Refi/Cash Out                       1
            1233225      SF                 P                     Purch                               1
            1233334      SF                 P                     Purch                               1
            1233646      SF                 P                     Refi/Cash Out                       1
            1233724      SF                 I                     Refi/Cash Out                       1
            1233747      SF                 I                     Purch                               1
            1233864      PU                 P                     Purch                               1
            1234198      SF                 P                     Purch                               1
            1234349      SF                 I                     Refi/Cash Out                       1
            1234690      SF                 P                     Refi/No Cash Out                    1
            1234727      CO                 P                     Purch                               1
            1234762      SF                 P                     Refi/Cash Out                       1
            1234835      CO                 I                     Purch                               1
            1234884      CO                 P                     Purch                               1
            1235577      SF                 S                     Purch                               1
            1235858      SF                 I                     Purch                               1
            1235914      SF                 P                     Purch                               1
            1235930      SF                 I                     Refi/Cash Out                       1
            1236172      SF                 I                     Purch                               1
            1237022      SF                 P                     Purch                               1
            1237182      SF                 P                     Purch                               1
            1237415      SF                 P                     Purch                               1
            1237767      SF                 I                     Refi/Cash Out                       1
            1238290      SF                 I                     Purch                               1
            1238533      SF                 P                     Refi/Cash Out                       1
            1238772      SF                 P                     Purch                               1
            1238787      SF                 I                     Refi/No Cash Out                    1
            1239017      PU                 I                     Purch                               1
            1239027      SF                 P                     Refi/No Cash Out                    1
            1239394      SF                 P                     Purch                               1
            1239844      2F                 I                     Purch                               2
            1239859      2F                 I                     Purch                               2
            1239879      2F                 I                     Purch                               2
            1240226      PU                 P                     Refi/Cash Out                       1
            1240464      CO                 P                     Purch                               1
            1240802      SF                 I                     Refi/Cash Out                       1
            1240932      SF                 P                     Purch                               1
            1240984      PU                 P                     Purch                               1
            1241220      SF                 P                     Refi/Cash Out                       1
            1241234      SF                 P                     Refi/Cash Out                       1
            1241280      SF                 I                     Refi/No Cash Out                    1
            1241457      SF                 I                     Refi/No Cash Out                    1
            1241592      SF                 I                     Refi/No Cash Out                    1
            1241661      SF                 I                     Refi/No Cash Out                    1
            1241698      PU                 P                     Purch                               1
            1241845      SF                 P                     Purch                               1
            1241962      2F                 I                     Refi/Cash Out                       2
            1242326      SF                 P                     Purch                               1
            1242398      SF                 P                     Purch                               1
            1242424      SF                 P                     Refi/Cash Out                       1
            1242576      CO                 P                     Purch                               1
            1242868      SF                 I                     Refi/Cash Out                       1
            1242883      SF                 I                     Refi/Cash Out                       1
            1242922      2F                 I                     Purch                               2
            1242928      SF                 P                     Refi/No Cash Out                    1
            1242957      PU                 I                     Refi/Cash Out                       1
            1243050      SF                 I                     Refi/Cash Out                       1
            1243082      2F                 I                     Purch                               2
            1243941      PU                 I                     Purch                               1
            1243961      SF                 I                     Refi/No Cash Out                    1
            1244148      SF                 P                     Purch                               1
            1244247      2F                 I                     Refi/Cash Out                       2
            1244311      2F                 I                     Refi/Cash Out                       2
            1244338      PU                 P                     Refi/No Cash Out                    1
            1244945      PU                 P                     Refi/No Cash Out                    1
            1245071      SF                 P                     Refi/Cash Out                       1
            1245149      SF                 I                     Refi/Cash Out                       1
            1245162      SF                 I                     Refi/Cash Out                       1
            1245186      PU                 P                     Refi/Cash Out                       1
            1245229      SF                 P                     Purch                               1
            1245608      PU                 P                     Refi/No Cash Out                    1
            1245655      PU                 P                     Refi/Cash Out                       1
            1245724      SF                 P                     Refi/Cash Out                       1
            1245762      SF                 P                     Purch                               1
            1245866      SF                 P                     Purch                               1
            1246002      SF                 P                     Purch                               1
            1246308      SF                 P                     Refi/Cash Out                       1
            1246363      SF                 P                     Purch                               1
            1246450      SF                 I                     Refi/Cash Out                       1
            1246517      2F                 I                     Refi/Cash Out                       2
            1246535      SF                 P                     Refi/Cash Out                       1
            1247164      SF                 I                     Purch                               1
            1247401      SF                 P                     Purch                               1
            1247511      SF                 P                     Purch                               1
            1247832      SF                 I                     Purch                               1
            1247992      CO                 P                     Purch                               1
            1248099      SF                 P                     Refi/Cash Out                       1
            1248192      SF                 P                     Purch                               1
            1248204      PU                 I                     Purch                               1
            1248264      SF                 P                     Purch                               1
            1248418      SF                 I                     Refi/Cash Out                       1
            1248489      2F                 P                     Refi/Cash Out                       2
            1248511      SF                 I                     Refi/Cash Out                       1
            1248683      SF                 P                     Refi/No Cash Out                    1
            1248748      SF                 I                     Refi/Cash Out                       1
            1248767      SF                 P                     Refi/Cash Out                       1
            1248985      SF                 I                     Purch                               1
            1249032      PU                 I                     Purch                               1
            1249045      SF                 P                     Refi/Cash Out                       1
            1249206      SF                 P                     Refi/No Cash Out                    1
            1249376      SF                 P                     Refi/No Cash Out                    1
            1249633      SF                 P                     Purch                               1
            1249671      PU                 I                     Purch                               1
            1249832      CO                 P                     Purch                               1
            1249875      SF                 P                     Purch                               1
            1250238      SF                 P                     Refi/Cash Out                       1
            1250297      SF                 P                     Refi/Cash Out                       1
            1250307      SF                 P                     Refi/No Cash Out                    1
            1250485      CO                 I                     Purch                               1
            1250499      CO                 I                     Purch                               1
            1250514      PU                 P                     Purch                               1
            1250518      2F                 I                     Refi/No Cash Out                    2
            1250521      SF                 I                     Refi/Cash Out                       1
            1250526      2F                 I                     Refi/No Cash Out                    2
            1250586      SF                 I                     Purch                               1
            1250661      2F                 I                     Refi/No Cash Out                    2
            1250677      2F                 I                     Refi/No Cash Out                    2
            1250681      PU                 P                     Purch                               1
            1250720      SF                 P                     Purch                               1
            1250929      SF                 P                     Purch                               1
            1250977      CO                 P                     Refi/No Cash Out                    1
            1251114      PU                 P                     Purch                               1
            1251448      SF                 P                     Purch                               1
            1251610      CO                 S                     Refi/Cash Out                       1
            1251911      SF                 P                     Refi/No Cash Out                    1
            1252072      SF                 P                     Purch                               1
            1252203      PU                 S                     Purch                               1
            1252319      SF                 P                     Purch                               1
            1252342      SF                 P                     Purch                               1
            1252857      SF                 P                     Purch                               1
            1252902      PU                 P                     Refi/Cash Out                       1
            1252958      SF                 P                     Refi/Cash Out                       1
            1253107      CO                 S                     Refi/Cash Out                       1
            1253146      PU                 I                     Refi/No Cash Out                    1
            1253221      SF                 P                     Refi/Cash Out                       1
            1253315      PU                 P                     Purch                               1
            1253446      SF                 I                     Purch                               1
            1253488      SF                 I                     Refi/Cash Out                       1
            1253556      SF                 I                     Refi/Cash Out                       1
            1253590      SF                 I                     Refi/Cash Out                       1
            1253659      SF                 P                     Purch                               1
            1253768      SF                 P                     Purch                               1
            1253776      SF                 P                     Purch                               1
            1253862      SF                 P                     Purch                               1
            1253935      SF                 P                     Refi/No Cash Out                    1
            1254345      SF                 P                     Refi/No Cash Out                    1
            1254433      SF                 I                     Refi/No Cash Out                    1
            1254497      SF                 P                     Refi/No Cash Out                    1
            1254698      SF                 P                     Purch                               1
            1254726      SF                 P                     Purch                               1
            1254806      SF                 P                     Refi/No Cash Out                    1
            1254906      SF                 I                     Refi/No Cash Out                    1
            1254931      SF                 I                     Purch                               1
            1255749      SF                 P                     Purch                               1
            1255853      SF                 P                     Refi/Cash Out                       1
            1255884      SF                 P                     Refi/Cash Out                       1
            1256037      SF                 P                     Refi/Cash Out                       1
            1256318      SF                 P                     Purch                               1
            1256698      SF                 I                     Refi/Cash Out                       1
            1256797      PU                 P                     Refi/Cash Out                       1
            1256907      CO                 P                     Purch                               1
            1257097      SF                 P                     Refi/No Cash Out                    1
            1257283      SF                 P                     Refi/Cash Out                       1
            1257345      SF                 P                     Refi/Cash Out                       1
            1257364      SF                 I                     Purch                               1
            1257386      SF                 P                     Purch                               1
            1257409      SF                 S                     Purch                               1
            1258211      SF                 P                     Refi/No Cash Out                    1
            1258258      SF                 P                     Purch                               1
            1258441      PU                 P                     Refi/No Cash Out                    1
            1258538      CO                 S                     Purch                               1
            1258636      SF                 I                     Refi/Cash Out                       1
            1258751      2F                 I                     Purch                               2
            1258814      SF                 P                     Refi/No Cash Out                    1
            1259225      PU                 P                     Purch                               1
            1259280      SF                 P                     Purch                               1
            1259329      SF                 P                     Refi/Cash Out                       1
            1259379      3F                 P                     Refi/Cash Out                       3
            1259422      SF                 P                     Purch                               1
            1259517      SF                 P                     Purch                               1
            1259567      CO                 P                     Purch                               1
            1259630      SF                 P                     Refi/No Cash Out                    1
            1259680      CO                 P                     Refi/Cash Out                       1
            1259797      SF                 I                     Refi/No Cash Out                    1
            1259869      SF                 I                     Refi/No Cash Out                    1
            1260019      SF                 P                     Refi/Cash Out                       1
            1260083      PU                 P                     Refi/No Cash Out                    1
            1260257      CO                 I                     Refi/No Cash Out                    1
            1260258      PU                 P                     Purch                               1
            1260365      SF                 P                     Refi/Cash Out                       1
            1260414      SF                 P                     Purch                               1
            1260559      SF                 P                     Purch                               1
            1260601      SF                 P                     Purch                               1
            1260613      PU                 I                     Purch                               1
            1260905      SF                 P                     Refi/Cash Out                       1
            1260951      2F                 I                     Refi/No Cash Out                    2
            1261059      SF                 P                     Refi/Cash Out                       1
            1261208      SF                 P                     Refi/No Cash Out                    1
            1261234      SF                 P                     Refi/Cash Out                       1
            1261356      SF                 I                     Refi/Cash Out                       1
            1261443      CO                 P                     Purch                               1
            1261636      SF                 P                     Refi/No Cash Out                    1
            1261693      SF                 P                     Refi/Cash Out                       1
            1261722      2F                 I                     Refi/Cash Out                       2
            1261728      SF                 I                     Refi/Cash Out                       1
            1261780      SF                 P                     Refi/No Cash Out                    1
            1261933      SF                 P                     Purch                               1
            1261961      SF                 P                     Refi/Cash Out                       1
            1262022      PU                 P                     Refi/No Cash Out                    1
            1262030      2F                 P                     Refi/Cash Out                       2
            1262083      3F                 P                     Refi/Cash Out                       3
            1262185      2F                 I                     Refi/No Cash Out                    2
            1262201      SF                 I                     Purch                               1
            1262281      SF                 I                     Refi/Cash Out                       1
            1262307      PU                 P                     Purch                               1
            1262319      SF                 P                     Purch                               1
            1262403      SF                 P                     Refi/Cash Out                       1
            1262486      SF                 P                     Purch                               1
            1262636      SF                 P                     Purch                               1
            1262707      2F                 P                     Purch                               2
            1262730      SF                 P                     Refi/No Cash Out                    1
            1262808      SF                 P                     Purch                               1
            1262844      PU                 P                     Purch                               1
            1263050      SF                 P                     Refi/No Cash Out                    1
            1263168      PU                 P                     Refi/Cash Out                       1
            1263194      PU                 P                     Purch                               1
            1263277      SF                 P                     Refi/No Cash Out                    1
            1263356      SF                 P                     Refi/Cash Out                       1
            1263446      SF                 P                     Purch                               1
            1263540      SF                 P                     Refi/Cash Out                       1
            1263675      CO                 P                     Refi/Cash Out                       1
            1263902      SF                 P                     Purch                               1
            1264235      SF                 I                     Purch                               1
            1264251      PU                 P                     Purch                               1
            1264655      SF                 I                     Refi/No Cash Out                    1
            1264679      SF                 P                     Purch                               1
            1264689      SF                 P                     Refi/Cash Out                       1
            1264695      SF                 P                     Refi/No Cash Out                    1
            1265011      PU                 I                     Purch                               1
            1265051      SF                 P                     Refi/Cash Out                       1
            1265384      2F                 P                     Purch                               2
            1265410      SF                 I                     Refi/Cash Out                       1
            1265526      2F                 I                     Refi/No Cash Out                    2
            1265736      SF                 P                     Purch                               1
            1265883      SF                 P                     Purch                               1
            1265911      SF                 P                     Purch                               1
            1266031      PU                 P                     Refi/No Cash Out                    1
            1266100      SF                 I                     Purch                               1
            1266294      SF                 I                     Refi/No Cash Out                    1
            1266404      PU                 I                     Refi/No Cash Out                    1
            1266418      PU                 P                     Purch                               1
            1266421      SF                 I                     Refi/Cash Out                       1
            1266450      SF                 P                     Purch                               1
            1266470      CO                 P                     Purch                               1
            1266553      SF                 P                     Refi/No Cash Out                    1
            1266649      SF                 P                     Purch                               1
            1266662      SF                 P                     Purch                               1
            1266854      SF                 P                     Purch                               1
            1266888      CO                 I                     Refi/No Cash Out                    1
            1267074      2F                 I                     Refi/Cash Out                       2
            1267102      SF                 P                     Refi/Cash Out                       1
            1267150      SF                 P                     Purch                               1
            1267242      SF                 P                     Refi/No Cash Out                    1
            1267440      SF                 P                     Refi/Cash Out                       1
            1267446      SF                 P                     Refi/No Cash Out                    1
            1267761      SF                 I                     Purch                               1
            1267788      SF                 P                     Refi/Cash Out                       1
            1267814      CO                 P                     Refi/No Cash Out                    1
            1267845      SF                 I                     Refi/No Cash Out                    1
            1267868      SF                 P                     Refi/No Cash Out                    1
            1267918      SF                 P                     Refi/Cash Out                       1
            1268097      2F                 I                     Refi/Cash Out                       2
            1268169      SF                 P                     Purch                               1
            1268236      SF                 I                     Purch                               1
            1268309      SF                 P                     Refi/No Cash Out                    1
            1268335      SF                 P                     Purch                               1
            1268376      SF                 I                     Refi/No Cash Out                    1
            1268478      SF                 P                     Refi/Cash Out                       1
            1268559      SF                 P                     Purch                               1
            1268611      PU                 I                     Purch                               1
            1268618      SF                 P                     Purch                               1
            1268623      SF                 I                     Refi/Cash Out                       1
            1268664      SF                 P                     Refi/No Cash Out                    1
            1268685      CO                 S                     Purch                               1
            1268697      SF                 P                     Refi/No Cash Out                    1
            1268897      SF                 P                     Refi/No Cash Out                    1
            1268906      SF                 P                     Refi/No Cash Out                    1
            1269098      SF                 P                     Refi/Cash Out                       1
            1269155      CO                 P                     Refi/Cash Out                       1
            1269175      SF                 P                     Refi/No Cash Out                    1
            1269188      2F                 P                     Refi/No Cash Out                    2
            1269245      PU                 P                     Purch                               1
            1269266      SF                 P                     Purch                               1
            1269322      PU                 P                     Refi/No Cash Out                    1
            1269528      SF                 P                     Refi/Cash Out                       1
            1269735      SF                 P                     Purch                               1
            1269979      SF                 P                     Refi/No Cash Out                    1
            1270016      SF                 P                     Refi/Cash Out                       1
            1270024      SF                 P                     Refi/No Cash Out                    1
            1270090      SF                 P                     Refi/Cash Out                       1
            1270130      SF                 P                     Refi/Cash Out                       1
            1270132      CO                 P                     Refi/No Cash Out                    1
            1270258      SF                 P                     Refi/Cash Out                       1
            1270584      SF                 I                     Purch                               1
            1270596      CO                 P                     Purch                               1
            1270734      SF                 I                     Refi/No Cash Out                    1
            1270835      SF                 I                     Purch                               1
            1270905      SF                 P                     Refi/No Cash Out                    1
            1270929      SF                 P                     Refi/Cash Out                       1
            1270932      SF                 S                     Refi/Cash Out                       1
            1271020      SF                 P                     Refi/No Cash Out                    1
            1271050      CO                 P                     Refi/Cash Out                       1
            1271126      SF                 P                     Purch                               1
            1271158      CO                 P                     Purch                               1
            1271164      PU                 P                     Purch                               1
            1271414      PU                 P                     Purch                               1
            1271532      SF                 P                     Purch                               1
            1271627      2F                 P                     Refi/No Cash Out                    2
            1271699      SF                 P                     Refi/Cash Out                       1
            1271773      SF                 P                     Refi/Cash Out                       1
            1271838      SF                 P                     Purch                               1
            1271951      PU                 P                     Refi/Cash Out                       1
            1272049      SF                 P                     Purch                               1
            1272173      SF                 P                     Purch                               1
            1272182      CO                 P                     Refi/Cash Out                       1
            1272193      SF                 P                     Purch                               1
            1272440      2F                 I                     Refi/No Cash Out                    2
            1272441      2F                 I                     Refi/No Cash Out                    2
            1272615      SF                 P                     Refi/Cash Out                       1
            1272789      SF                 P                     Purch                               1
            1272846      PU                 P                     Refi/Cash Out                       1
            1272872      SF                 P                     Purch                               1
            1273042      SF                 P                     Purch                               1
            1273070      SF                 P                     Refi/No Cash Out                    1
            1273106      SF                 P                     Purch                               1
            1273198      PU                 P                     Refi/Cash Out                       1
            1273280      SF                 P                     Purch                               1
            1273347      SF                 I                     Refi/No Cash Out                    1
            1273375      PU                 P                     Purch                               1
            1273376      PU                 P                     Purch                               1
            1273399      2F                 I                     Purch                               2
            1273659      SF                 P                     Purch                               1
            1273703      SF                 P                     Purch                               1
            1273709      CO                 I                     Purch                               1
            1273878      SF                 I                     Purch                               1
            1273960      SF                 I                     Purch                               1
            1273971      SF                 P                     Purch                               1
            1273994      PU                 P                     Refi/No Cash Out                    1
            1274038      SF                 P                     Purch                               1
            1274225      SF                 P                     Refi/Cash Out                       1
            1274289      SF                 P                     Purch                               1
            1274325      2F                 I                     Refi/Cash Out                       2
            1274333      SF                 P                     Refi/Cash Out                       1
            1274399      SF                 P                     Purch                               1
            1274555      SF                 P                     Purch                               1
            1274616      SF                 P                     Purch                               1
            1274654      CO                 I                     Purch                               1
            1274691      SF                 P                     Refi/No Cash Out                    1
            1274702      PU                 S                     Purch                               1
            1274721      SF                 P                     Refi/Cash Out                       1
            1274728      SF                 I                     Refi/No Cash Out                    1
            1274811      SF                 P                     Refi/Cash Out                       1
            1274815      SF                 P                     Refi/No Cash Out                    1
            1274827      SF                 I                     Purch                               1
            1274956      PU                 P                     Purch                               1
            1274983      SF                 P                     Refi/Cash Out                       1
            1275102      SF                 P                     Refi/No Cash Out                    1
            1275271      SF                 I                     Purch                               1
            1275290      CO                 P                     Purch                               1
            1275410      SF                 I                     Purch                               1
            1275521      SF                 P                     Purch                               1
            1275534      SF                 P                     Purch                               1
            1275581      PU                 S                     Purch                               1
            1275735      SF                 P                     Refi/Cash Out                       1
            1275759      PU                 P                     Purch                               1
            1275799      SF                 P                     Refi/No Cash Out                    1
            1275845      PU                 P                     Purch                               1
            1275899      SF                 P                     Refi/No Cash Out                    1
            1275902      PU                 S                     Purch                               1
            1275919      PU                 P                     Purch                               1
            1275951      PU                 S                     Purch                               1
            1275975      PU                 P                     Refi/No Cash Out                    1
            1276002      PU                 I                     Refi/Cash Out                       1
            1276082      PU                 P                     Refi/No Cash Out                    1
            1276215      SF                 P                     Purch                               1
            1276237      SF                 P                     Purch                               1
            1276359      SF                 P                     Purch                               1
            1276496      PU                 P                     Purch                               1
            1276510      SF                 I                     Purch                               1
            1276569      PU                 I                     Refi/No Cash Out                    1
            1276579      SF                 I                     Purch                               1
            1276657      SF                 P                     Purch                               1
            1276710      SF                 I                     Purch                               1
            1276732      CO                 P                     Refi/Cash Out                       1
            1276808      SF                 P                     Refi/Cash Out                       1
            1276825      SF                 P                     Purch                               1
            1277014      SF                 P                     Refi/Cash Out                       1
            1277022      PU                 P                     Refi/Cash Out                       1
            1277078      SF                 P                     Refi/Cash Out                       1
            1277147      SF                 P                     Refi/Cash Out                       1
            1277210      SF                 P                     Purch                               1
            1277255      SF                 I                     Purch                               1
            1277293      PU                 P                     Purch                               1
            1277315      SF                 P                     Refi/Cash Out                       1
            1277408      SF                 S                     Refi/No Cash Out                    1
            1277520      SF                 I                     Refi/No Cash Out                    1
            1277613      SF                 I                     Refi/No Cash Out                    1
            1277701      SF                 I                     Purch                               1
            1277889      SF                 I                     Refi/Cash Out                       1
            1277914      SF                 P                     Refi/Cash Out                       1
            1277970      2F                 P                     Purch                               2
            1278055      CO                 P                     Purch                               1
            1278178      SF                 P                     Refi/Cash Out                       1
            1278278      SF                 P                     Purch                               1
            1278329      SF                 I                     Purch                               1
            1278415      PU                 P                     Refi/No Cash Out                    1
            1278461      SF                 P                     Refi/No Cash Out                    1
            1278479      SF                 P                     Refi/Cash Out                       1
            1278563      SF                 P                     Purch                               1
            1278597      SF                 P                     Purch                               1
            1278609      PU                 P                     Purch                               1
            1278785      SF                 P                     Refi/No Cash Out                    1
            1278800      SF                 I                     Purch                               1
            1278804      SF                 I                     Purch                               1
            1278993      SF                 P                     Purch                               1
            1279049      SF                 P                     Refi/Cash Out                       1
            1279149      SF                 P                     Purch                               1
            1279300      SF                 I                     Purch                               1
            1279328      SF                 P                     Refi/Cash Out                       1
            1279358      SF                 I                     Purch                               1
            1279497      SF                 P                     Refi/No Cash Out                    1
            1279530      SF                 P                     Purch                               1
            1279582      SF                 P                     Refi/No Cash Out                    1
            1279587      SF                 P                     Purch                               1
            1279622      SF                 P                     Refi/Cash Out                       1
            1279740      SF                 I                     Refi/No Cash Out                    1
            1279790      SF                 I                     Refi/Cash Out                       1
            1279885      SF                 P                     Purch                               1
            1279896      SF                 P                     Refi/Cash Out                       1
            1279918      SF                 P                     Purch                               1
            1280024      SF                 I                     Refi/No Cash Out                    1
            1280032      SF                 P                     Refi/No Cash Out                    1
            1280115      3F                 P                     Refi/Cash Out                       3
            1280233      SF                 I                     Refi/No Cash Out                    1
            1280259      PU                 P                     Refi/Cash Out                       1
            1280350      SF                 P                     Refi/No Cash Out                    1
            1280383      PU                 S                     Purch                               1
            1280401      SF                 S                     Purch                               1
            1280411      SF                 I                     Purch                               1
            1280449      SF                 P                     Refi/Cash Out                       1
            1280471      SF                 P                     Purch                               1
            1280481      PU                 P                     Refi/No Cash Out                    1
            1280496      SF                 S                     Purch                               1
            1280614      SF                 I                     Refi/No Cash Out                    1
            1280635      PU                 P                     Purch                               1
            1280642      SF                 P                     Refi/Cash Out                       1
            1280693      TH                 I                     Purch                               1
            1280718      SF                 P                     Refi/No Cash Out                    1
            1280770      SF                 I                     Purch                               1
            1280924      SF                 P                     Purch                               1
            1280972      SF                 P                     Refi/Cash Out                       1
            1281011      CO                 P                     Purch                               1
            1281044      PU                 I                     Purch                               1
            1281063      PU                 P                     Refi/Cash Out                       1
            1281130      PU                 I                     Purch                               1
            1281221      SF                 P                     Refi/Cash Out                       1
            1281312      SF                 P                     Refi/Cash Out                       1
            1281398      SF                 P                     Purch                               1
            1281430      SF                 P                     Purch                               1
            1281518      SF                 S                     Purch                               1
            1281536      SF                 I                     Refi/Cash Out                       1
            1281606      SF                 I                     Purch                               1
            1281652      PU                 I                     Refi/Cash Out                       1
            1281710      2F                 P                     Refi/Cash Out                       2
            1281851      SF                 P                     Refi/Cash Out                       1
            1281956      SF                 P                     Refi/No Cash Out                    1
            1282447      CO                 I                     Purch                               1
            1282448      SF                 P                     Refi/No Cash Out                    1
            1282488      PU                 P                     Purch                               1
            1282515      SF                 I                     Purch                               1
            1282529      SF                 P                     Refi/No Cash Out                    1
            1282546      SF                 P                     Refi/Cash Out                       1
            1282613      SF                 P                     Purch                               1
            1282632      SF                 P                     Refi/Cash Out                       1
            1282657      CO                 P                     Purch                               1
            1282711      SF                 P                     Refi/Cash Out                       1
            1282766      SF                 I                     Purch                               1
            1282862      SF                 I                     Refi/Cash Out                       1
            1282972      SF                 P                     Purch                               1
            1283035      SF                 P                     Purch                               1
            1283053      SF                 P                     Purch                               1
            1283131      SF                 I                     Refi/Cash Out                       1
            1283216      SF                 P                     Refi/Cash Out                       1
            1283445      SF                 P                     Refi/Cash Out                       1
            1283447      SF                 P                     Purch                               1
            1283545      SF                 I                     Refi/No Cash Out                    1
            1283666      SF                 I                     Purch                               1
            1283771      SF                 P                     Refi/Cash Out                       1
            1283773      3F                 P                     Purch                               3
            1283780      SF                 P                     Refi/No Cash Out                    1
            1283883      SF                 I                     Refi/Cash Out                       1
            1283933      PU                 P                     Purch                               1
            1283995      SF                 P                     Refi/Cash Out                       1
            1284012      SF                 I                     Refi/No Cash Out                    1
            1284018      SF                 P                     Purch                               1
            1284022      PU                 P                     Purch                               1
            1284037      PU                 P                     Purch                               1
            1284086      SF                 P                     Purch                               1
            1284101      PU                 P                     Refi/No Cash Out                    1
            1284142      SF                 I                     Purch                               1
            1284145      SF                 I                     Refi/Cash Out                       1
            1284302      SF                 P                     Refi/Cash Out                       1
            1284318      SF                 P                     Purch                               1
            1284426      PU                 P                     Refi/No Cash Out                    1
            1284467      2F                 I                     Refi/Cash Out                       2
            1284626      SF                 P                     Refi/Cash Out                       1
            1284681      SF                 P                     Refi/Cash Out                       1
            1284771      CO                 P                     Purch                               1
            1284789      PU                 P                     Purch                               1
            1284813      SF                 P                     Refi/Cash Out                       1
            1284932      SF                 I                     Refi/Cash Out                       1
            1284998      SF                 P                     Refi/No Cash Out                    1
            1285021      CO                 P                     Purch                               1
            1285027      SF                 I                     Purch                               1
            1285064      SF                 P                     Refi/No Cash Out                    1
            1285128      SF                 I                     Refi/Cash Out                       1
            1285141      SF                 I                     Purch                               1
            1285174      PU                 P                     Purch                               1
            1285282      SF                 P                     Purch                               1
            1285382      PU                 P                     Refi/No Cash Out                    1
            1285461      SF                 P                     Refi/No Cash Out                    1
            1285467      PU                 I                     Refi/Cash Out                       1
            1285524      SF                 P                     Refi/No Cash Out                    1
            1285639      PU                 P                     Refi/No Cash Out                    1
            1285695      PU                 I                     Purch                               1
            1285767      SF                 I                     Refi/No Cash Out                    1
            1285855      SF                 P                     Refi/No Cash Out                    1
            1285874      SF                 P                     Purch                               1
            1285929      PU                 I                     Purch                               1
            1286036      2F                 I                     Purch                               2
            1286047      2F                 I                     Purch                               2
            1286107      PU                 P                     Purch                               1
            1286197      SF                 P                     Purch                               1
            1286234      SF                 P                     Purch                               1
            1286349      SF                 P                     Purch                               1
            1286442      SF                 P                     Refi/No Cash Out                    1
            1286450      SF                 P                     Refi/Cash Out                       1
            1286466      SF                 P                     Refi/Cash Out                       1
            1286658      SF                 P                     Refi/No Cash Out                    1
            1286756      SF                 S                     Purch                               1
            1286807      PU                 I                     Purch                               1
            1286830      SF                 P                     Purch                               1
            1286855      SF                 P                     Purch                               1
            1286879      PU                 I                     Purch                               1
            1287018      SF                 P                     Refi/Cash Out                       1
            1287152      SF                 P                     Refi/No Cash Out                    1
            1287202      SF                 P                     Purch                               1
            1287224      SF                 P                     Purch                               1
            1287303      PU                 P                     Purch                               1
            1287322      SF                 I                     Purch                               1
            1287329      SF                 P                     Purch                               1
            1287379      SF                 P                     Refi/Cash Out                       1
            1287490      SF                 I                     Refi/Cash Out                       1
            1287549      PU                 P                     Refi/No Cash Out                    1
            1287572      SF                 P                     Refi/Cash Out                       1
            1287609      PU                 P                     Purch                               1
            1287642      SF                 I                     Refi/Cash Out                       1
            1287659      SF                 S                     Purch                               1
            1287662      SF                 I                     Purch                               1
            1287752      SF                 P                     Purch                               1
            1287760      SF                 P                     Purch                               1
            1287782      2F                 P                     Purch                               2
            1287792      PU                 P                     Purch                               1
            1287865      PU                 I                     Purch                               1
            1287911      PU                 P                     Purch                               1
            1287939      SF                 P                     Refi/Cash Out                       1
            1287941      PU                 I                     Purch                               1
            1287963      SF                 P                     Refi/Cash Out                       1
            1287997      SF                 S                     Refi/No Cash Out                    1
            1288073      SF                 I                     Purch                               1
            1288075      PU                 I                     Purch                               1
            1288084      PU                 I                     Purch                               1
            1288204      SF                 I                     Purch                               1
            1288208      CO                 I                     Refi/Cash Out                       1
            1288213      CO                 P                     Refi/No Cash Out                    1
            1288229      PU                 P                     Purch                               1
            1288273      SF                 S                     Refi/No Cash Out                    1
            1288300      SF                 P                     Purch                               1
            1288348      PU                 P                     Purch                               1
            1288409      SF                 P                     Purch                               1
            1288502      SF                 P                     Refi/No Cash Out                    1
            1288573      SF                 I                     Refi/No Cash Out                    1
            1288606      SF                 I                     Refi/No Cash Out                    1
            1288621      PU                 P                     Purch                               1
            1288662      SF                 P                     Purch                               1
            1288741      SF                 I                     Refi/No Cash Out                    1
            1288755      SF                 P                     Purch                               1
            1288792      SF                 P                     Refi/Cash Out                       1
            1288864      SF                 P                     Refi/Cash Out                       1
            1288904      2F                 P                     Refi/Cash Out                       2
            1288962      PU                 P                     Purch                               1
            1289023      SF                 P                     Refi/Cash Out                       1
            1289165      SF                 P                     Refi/Cash Out                       1
            1289256      SF                 P                     Purch                               1
            1289391      SF                 P                     Refi/Cash Out                       1
            1289418      PU                 P                     Purch                               1
            1289423      CO                 S                     Purch                               1
            1289475      SF                 P                     Purch                               1
            1289486      SF                 P                     Purch                               1
            1289646      CO                 P                     Purch                               1
            1289655      SF                 P                     Purch                               1
            1289711      SF                 I                     Purch                               1
            1289752      SF                 P                     Refi/Cash Out                       1
            1289775      PU                 P                     Refi/No Cash Out                    1
            1289808      SF                 I                     Purch                               1
            1290166      SF                 I                     Refi/Cash Out                       1
            1290195      SF                 P                     Purch                               1
            1290457      SF                 P                     Purch                               1
            1290478      SF                 P                     Refi/Cash Out                       1
            1290821      SF                 P                     Purch                               1
            1290858      PU                 P                     Refi/Cash Out                       1
            1290867      SF                 P                     Refi/Cash Out                       1
            1290902      CO                 S                     Purch                               1
            1290909      SF                 P                     Purch                               1
            1291008      PU                 P                     Purch                               1
            1291057      2F                 P                     Refi/Cash Out                       2
            1291115      PU                 P                     Refi/Cash Out                       1
            1291161      SF                 P                     Purch                               1
            1291220      SF                 P                     Purch                               1
            1291224      PU                 P                     Purch                               1
            1291226      SF                 P                     Purch                               1
            1291293      SF                 I                     Purch                               1
            1291299      SF                 P                     Refi/Cash Out                       1
            1291312      SF                 P                     Purch                               1
            1291337      SF                 P                     Purch                               1
            1291431      SF                 I                     Refi/Cash Out                       1
            1291435      SF                 S                     Refi/Cash Out                       1
            1291515      SF                 I                     Purch                               1
            1291602      SF                 I                     Refi/Cash Out                       1
            1291628      PU                 P                     Purch                               1
            1291669      SF                 P                     Refi/Cash Out                       1
            1291683      PU                 P                     Purch                               1
            1291704      SF                 P                     Refi/Cash Out                       1
            1291711      PU                 P                     Purch                               1
            1291764      SF                 P                     Purch                               1
            1291771      SF                 P                     Refi/Cash Out                       1
            1291817      SF                 I                     Purch                               1
            1291819      SF                 P                     Purch                               1
            1291890      SF                 P                     Purch                               1
            1291966      PU                 S                     Purch                               1
            1292116      SF                 P                     Refi/Cash Out                       1
            1292124      PU                 P                     Refi/No Cash Out                    1
            1292193      SF                 P                     Refi/Cash Out                       1
            1292211      PU                 P                     Purch                               1
            1292215      3F                 P                     Refi/Cash Out                       4
            1292313      SF                 P                     Refi/Cash Out                       1
            1292355      SF                 P                     Purch                               1
            1292401      SF                 I                     Purch                               1
            1292437      SF                 P                     Purch                               1
            1292492      SF                 P                     Refi/No Cash Out                    1
            1292632      SF                 P                     Refi/Cash Out                       1
            1292649      SF                 I                     Refi/Cash Out                       1
            1292699      SF                 P                     Refi/Cash Out                       1
            1292835      SF                 I                     Purch                               1
            1292869      SF                 P                     Refi/No Cash Out                    1
            1292888      SF                 I                     Purch                               1
            1292891      SF                 P                     Refi/No Cash Out                    1
            1292935      SF                 P                     Refi/Cash Out                       1
            1292966      PU                 P                     Refi/Cash Out                       1
            1292975      SF                 P                     Refi/No Cash Out                    1
            1292978      SF                 P                     Purch                               1
            1293028      PU                 I                     Purch                               1
            1293029      PU                 P                     Purch                               1
            1293036      PU                 P                     Purch                               1
            1293093      SF                 P                     Refi/Cash Out                       1
            1293102      SF                 I                     Refi/Cash Out                       1
            1293116      2F                 I                     Purch                               2
            1293134      SF                 P                     Refi/No Cash Out                    1
            1293152      PU                 P                     Purch                               1
            1293206      PU                 P                     Purch                               1
            1293227      SF                 P                     Refi/Cash Out                       1
            1293228      2F                 P                     Refi/Cash Out                       2
            1293235      CO                 I                     Refi/Cash Out                       1
            1293239      CO                 S                     Refi/Cash Out                       1
            1293256      SF                 P                     Purch                               1
            1293274      SF                 P                     Refi/No Cash Out                    1
            1293311      SF                 P                     Refi/No Cash Out                    1
            1293324      SF                 P                     Purch                               1
            1293341      PU                 P                     Refi/Cash Out                       1
            1293347      PU                 P                     Purch                               1
            1293359      SF                 I                     Purch                               1
            1293393      CO                 I                     Refi/Cash Out                       1
            1293399      CO                 P                     Refi/No Cash Out                    1
            1293515      PU                 P                     Purch                               1
            1293629      SF                 P                     Refi/Cash Out                       1
            1293678      SF                 I                     Refi/Cash Out                       1
            1293722      SF                 P                     Purch                               1
            1293738      SF                 I                     Purch                               1
            1293761      CO                 P                     Purch                               1
            1293821      SF                 P                     Refi/No Cash Out                    1
            1293872      SF                 P                     Refi/Cash Out                       1
            1293921      3F                 P                     Purch                               3
            1293936      SF                 P                     Purch                               1
            1293987      PU                 P                     Purch                               1
            1293988      2F                 P                     Refi/Cash Out                       2
            1293996      PU                 P                     Purch                               1
            1294003      SF                 I                     Refi/No Cash Out                    1
            1294119      SF                 P                     Refi/No Cash Out                    1
            1294160      SF                 P                     Refi/No Cash Out                    1
            1294163      PU                 P                     Refi/Cash Out                       1
            1294198      SF                 P                     Purch                               1
            1294284      SF                 P                     Refi/Cash Out                       1
            1294320      SF                 P                     Purch                               1
            1294357      PU                 I                     Purch                               1
            1294392      CO                 P                     Refi/No Cash Out                    1
            1294451      PU                 I                     Refi/No Cash Out                    1
            1294527      PU                 P                     Purch                               1
            1294546      CO                 I                     Refi/Cash Out                       1
            1294552      SF                 P                     Refi/Cash Out                       1
            1294585      CO                 I                     Purch                               1
            1294610      PU                 P                     Purch                               1
            1294675      CO                 P                     Purch                               1
            1294697      SF                 P                     Refi/Cash Out                       1
            1294870      SF                 P                     Refi/Cash Out                       1
            1294876      SF                 P                     Refi/Cash Out                       1
            1294888      SF                 P                     Refi/Cash Out                       1
            1294943      SF                 P                     Refi/Cash Out                       1
            1294995      PU                 I                     Purch                               1
            1295023      SF                 I                     Refi/Cash Out                       1
            1295094      SF                 I                     Purch                               1
            1295110      SF                 I                     Refi/Cash Out                       1
            1295274      PU                 P                     Purch                               1
            1295303      3F                 I                     Purch                               3
            1295358      SF                 P                     Purch                               1
            1295363      SF                 P                     Refi/Cash Out                       1
            1295381      SF                 P                     Purch                               1
            1295559      SF                 P                     Refi/Cash Out                       1
            1295623      SF                 P                     Refi/Cash Out                       1
            1295647      SF                 P                     Refi/No Cash Out                    1
            1295666      SF                 I                     Refi/Cash Out                       1
            1295704      SF                 I                     Purch                               1
            1295794      SF                 P                     Refi/No Cash Out                    1
            1295847      SF                 P                     Purch                               1
            1295991      SF                 P                     Purch                               1
            1296148      SF                 P                     Refi/Cash Out                       1
            1296158      SF                 P                     Refi/Cash Out                       1
            1296224      CO                 S                     Refi/No Cash Out                    1
            1296268      SF                 P                     Refi/Cash Out                       1
            1296272      2F                 P                     Purch                               2
            1296326      SF                 P                     Refi/Cash Out                       1
            1296351      SF                 P                     Purch                               1
            1296478      SF                 P                     Refi/Cash Out                       1
            1296540      SF                 P                     Refi/Cash Out                       1
            1296642      SF                 P                     Purch                               1
            1296680      SF                 P                     Refi/No Cash Out                    1
            1296752      SF                 P                     Refi/Cash Out                       1
            1296773      SF                 P                     Refi/Cash Out                       1
            1296823      SF                 P                     Purch                               1
            1296843      SF                 P                     Purch                               1
            1296867      SF                 I                     Purch                               1
            1296876      SF                 I                     Purch                               1
            1296905      SF                 P                     Refi/Cash Out                       1
            1296943      2F                 I                     Purch                               2
            1296997      SF                 P                     Refi/Cash Out                       1
            1297002      CO                 S                     Refi/No Cash Out                    1
            1297041      SF                 I                     Purch                               1
            1297153      SF                 P                     Refi/No Cash Out                    1
            1297239      CO                 P                     Purch                               1
            1297240      CO                 P                     Purch                               1
            1297439      SF                 I                     Refi/Cash Out                       1
            1297532      SF                 P                     Refi/Cash Out                       1
            1297544      SF                 I                     Purch                               1
            1297570      SF                 P                     Refi/Cash Out                       1
            1297594      SF                 P                     Refi/No Cash Out                    1
            1297609      SF                 P                     Refi/Cash Out                       1
            1297613      SF                 P                     Purch                               1
            1297677      SF                 I                     Purch                               1
            1297727      SF                 P                     Purch                               1
            1297780      SF                 I                     Refi/Cash Out                       1
            1297792      SF                 P                     Refi/Cash Out                       1
            1297833      SF                 P                     Purch                               1
            1297841      PU                 I                     Refi/No Cash Out                    1
            1297844      SF                 P                     Refi/Cash Out                       1
            1297865      SF                 I                     Purch                               1
            1297912      SF                 P                     Purch                               1
            1297952      SF                 I                     Refi/Cash Out                       1
            1297967      SF                 S                     Refi/Cash Out                       1
            1297974      SF                 P                     Purch                               1
            1297975      SF                 P                     Refi/Cash Out                       1
            1297984      SF                 P                     Refi/No Cash Out                    1
            1298005      SF                 P                     Purch                               1
            1298053      SF                 I                     Purch                               1
            1298098      SF                 I                     Refi/Cash Out                       1
            1298134      SF                 P                     Purch                               1
            1298148      CO                 I                     Refi/No Cash Out                    1
            1298185      CO                 S                     Purch                               1
            1298190      PU                 P                     Refi/Cash Out                       1
            1298205      SF                 P                     Purch                               1
            1298223      2F                 P                     Refi/Cash Out                       2
            1298242      2F                 I                     Refi/Cash Out                       2
            1298253      2F                 I                     Refi/Cash Out                       2
            1298265      SF                 P                     Purch                               1
            1298282      PU                 P                     Purch                               1
            1298330      SF                 P                     Purch                               1
            1298341      2F                 I                     Refi/No Cash Out                    2
            1298351      2F                 I                     Refi/No Cash Out                    2
            1298356      SF                 P                     Purch                               1
            1298393      SF                 P                     Refi/Cash Out                       1
            1298394      SF                 P                     Purch                               1
            1298466      PU                 I                     Purch                               1
            1298544      PU                 P                     Purch                               1
            1298835      SF                 I                     Refi/Cash Out                       1
            1298886      SF                 P                     Refi/Cash Out                       1
            1298955      SF                 P                     Refi/Cash Out                       1
            1298959      SF                 P                     Purch                               1
            1298974      3F                 I                     Purch                               3
            1298994      SF                 P                     Purch                               1
            1299004      SF                 P                     Refi/No Cash Out                    1
            1299101      SF                 I                     Purch                               1
            1299114      SF                 P                     Purch                               1
            1299125      CO                 I                     Purch                               1
            1299145      SF                 I                     Purch                               1
            1299147      SF                 P                     Refi/Cash Out                       1
            1299159      CO                 I                     Purch                               1
            1299216      SF                 P                     Refi/Cash Out                       1
            1299255      SF                 P                     Refi/No Cash Out                    1
            1299281      SF                 P                     Purch                               1
            1299283      SF                 P                     Refi/Cash Out                       1
            1299309      PU                 I                     Refi/No Cash Out                    1
            1299359      PU                 P                     Purch                               1
            1299386      SF                 I                     Purch                               1
            1299438      SF                 P                     Purch                               1
            1299446      SF                 P                     Purch                               1
            1299522      SF                 P                     Refi/No Cash Out                    1
            1299552      SF                 P                     Refi/Cash Out                       1
            1299594      SF                 P                     Purch                               1
            1299595      PU                 P                     Refi/Cash Out                       1
            1299608      SF                 P                     Refi/Cash Out                       1
            1299682      SF                 P                     Purch                               1
            1299685      CO                 I                     Purch                               1
            1299710      SF                 P                     Refi/Cash Out                       1
            1299801      PU                 S                     Purch                               1
            1299865      SF                 P                     Refi/No Cash Out                    1
            1299868      SF                 P                     Purch                               1
            1299936      PU                 P                     Refi/Cash Out                       1
            1300078      PU                 P                     Purch                               1
            1300120      SF                 P                     Purch                               1
            1300124      PU                 P                     Purch                               1
            1300269      PU                 S                     Refi/Cash Out                       1
            1300349      SF                 P                     Refi/No Cash Out                    1
            1300369      SF                 P                     Purch                               1
            1300385      SF                 P                     Purch                               1
            1300415      PU                 P                     Refi/No Cash Out                    1
            1300420      PU                 P                     Purch                               1
            1300424      SF                 P                     Purch                               1
            1300433      SF                 I                     Purch                               1
            1300464      SF                 I                     Purch                               1
            1300473      SF                 I                     Purch                               1
            1300496      SF                 P                     Purch                               1
            1300509      PU                 P                     Refi/No Cash Out                    1
            1300527      CO                 P                     Refi/Cash Out                       1
            1300651      SF                 P                     Refi/Cash Out                       1
            1300659      PU                 I                     Refi/Cash Out                       1
            1300680      PU                 P                     Refi/Cash Out                       1
            1300719      SF                 S                     Purch                               1
            1300746      2F                 P                     Refi/No Cash Out                    2
            1300756      SF                 P                     Purch                               1
            1300882      PU                 I                     Refi/Cash Out                       1
            1300898      SF                 P                     Purch                               1
            1300901      SF                 P                     Purch                               1
            1300958      PU                 P                     Purch                               1
            1301000      SF                 P                     Refi/Cash Out                       1
            1301041      SF                 I                     Purch                               1
            1301112      SF                 P                     Refi/Cash Out                       1
            1301166      SF                 I                     Refi/No Cash Out                    1
            1301183      SF                 I                     Purch                               1
            1301197      SF                 P                     Purch                               1
            1301224      PU                 P                     Purch                               1
            1301386      PU                 P                     Refi/Cash Out                       1
            1301488      SF                 P                     Purch                               1
            1301530      SF                 I                     Purch                               1
            1301557      3F                 I                     Purch                               4
            1301562      SF                 P                     Refi/Cash Out                       1
            1301827      SF                 P                     Purch                               1
            1301834      CO                 P                     Purch                               1
            1301884      SF                 P                     Refi/Cash Out                       1
            1301893      SF                 P                     Refi/No Cash Out                    1
            1301921      SF                 P                     Purch                               1
            1302096      SF                 P                     Purch                               1
            1302169      2F                 I                     Refi/No Cash Out                    2
            1302176      3F                 P                     Purch                               4
            1302265      PU                 P                     Purch                               1
            1302270      PU                 P                     Purch                               1
            1302341      SF                 P                     Purch                               1
            1302398      SF                 P                     Refi/Cash Out                       1
            1302416      PU                 P                     Purch                               1
            1302489      PU                 P                     Purch                               1
            1302536      SF                 P                     Refi/Cash Out                       1
            1302552      SF                 I                     Purch                               1
            1302577      SF                 P                     Purch                               1
            1302627      SF                 P                     Refi/Cash Out                       1
            1302637      PU                 I                     Purch                               1
            1302678      CO                 I                     Purch                               1
            1302716      CO                 P                     Purch                               1
            1302733      CO                 P                     Purch                               1
            1302740      2F                 P                     Purch                               2
            1302796      SF                 P                     Purch                               1
            1302821      PU                 P                     Purch                               1
            1302842      SF                 P                     Purch                               1
            1302856      PU                 P                     Refi/Cash Out                       1
            1302869      SF                 P                     Purch                               1
            1302882      SF                 P                     Refi/Cash Out                       1
            1302921      SF                 P                     Refi/Cash Out                       1
            1302995      CO                 I                     Purch                               1
            1303072      SF                 I                     Purch                               1
            1303104      SF                 I                     Purch                               1
            1303188      PU                 I                     Purch                               1
            1303206      SF                 P                     Purch                               1
            1303213      SF                 P                     Refi/Cash Out                       1
            1303268      SF                 P                     Purch                               1
            1303277      SF                 P                     Purch                               1
            1303284      SF                 P                     Refi/Cash Out                       1
            1303308      SF                 P                     Refi/No Cash Out                    1
            1303310      SF                 P                     Refi/No Cash Out                    1
            1303314      SF                 P                     Purch                               1
            1303320      PU                 P                     Refi/Cash Out                       1
            1303376      PU                 P                     Refi/No Cash Out                    1
            1303383      CO                 P                     Refi/Cash Out                       1
            1303554      SF                 P                     Purch                               1
            1303556      SF                 I                     Refi/Cash Out                       1
            1303573      SF                 P                     Purch                               1
            1303598      SF                 P                     Purch                               1
            1303633      SF                 P                     Purch                               1
            1303685      SF                 I                     Purch                               1
            1303728      2F                 P                     Refi/Cash Out                       2
            1303739      PU                 P                     Purch                               1
            1303748      SF                 P                     Refi/No Cash Out                    1
            1303749      SF                 P                     Purch                               1
            1303832      CO                 P                     Purch                               1
            1303898      SF                 P                     Refi/Cash Out                       1
            1304012      SF                 I                     Refi/Cash Out                       1
            1304071      SF                 S                     Purch                               1
            1304085      SF                 P                     Purch                               1
            1304131      SF                 P                     Refi/Cash Out                       1
            1304176      3F                 P                     Purch                               3
            1304201      2F                 I                     Refi/Cash Out                       2
            1304227      SF                 I                     Refi/No Cash Out                    1
            1304279      3F                 P                     Refi/No Cash Out                    4
            1304304      SF                 P                     Purch                               1
            1304316      SF                 S                     Purch                               1
            1304405      SF                 S                     Refi/No Cash Out                    1
            1304434      CO                 P                     Purch                               1
            1304488      SF                 P                     Refi/No Cash Out                    1
            1304580      SF                 P                     Refi

TBW Mortgage-Backed Trust Series 2006-5 8-K