POOLING AND SERVICING AGREEMENT

Servicing Agreement

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WaMu ASSET ACCEPTANCE CORP | WASHINGTON MUTUAL BANK | LASALLE BANK NATIONAL ASSOCIATION | CHRISTIANA BANK & TRUST COMPANY

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: Delaware Date: 10/11/2006

POOLING AND SERVICING AGREEMENT, Parties: wamu asset acceptance corp , washington mutual bank , lasalle bank national association , christiana bank & trust company

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EXHIBIT 4.1

EXECUTION VERSION

WaMu ASSET ACCEPTANCE CORP.,

as Depositor

and

WASHINGTON MUTUAL BANK,

as Servicer

and

LASALLE BANK NATIONAL ASSOCIATION,

as Trustee

and

CHRISTIANA BANK & TRUST COMPANY,

as Delaware Trustee

POOLING AND SERVICING AGREEMENT

$1,713,379,386.95

WaMu Mortgage Pass-Through Certificates Series 2006-AR12 Trust

WaMu Asset Acceptance Corp.

WaMu Mortgage Pass-Through Certificates

Series 2006-AR12

Cut-Off Date: September 1, 2006

TABLE OF CONTENTS

	Page
ARTICLE I	9
Section 1.01.Definitions	9
Adjustment Date	9
Aggregate Certificate Principal Balance	9
Agreement	9
Appraised Value	9
Assignment of Proprietary Lease	9
Authenticating Agent	9
Authorized Denomination	9
Balloon Loan	10
Bankruptcy Loss	10
Beneficial Holder	10
Benefit Plan Opinion	10
Book-Entry Certificates	10
Business Day	10
Buydown Agreement	10
Buydown Fund	10
Buydown Fund Account	11
Buydown Loan	11
Carry-Forward Subsequent Recoveries Amount	11
Certificate	11
Certificate Account	11
Certificateholder or Holder	11
Certificate Interest Rate	12
Certificate of Trust	12
Certificate Principal Balance	12
Certificate Register and Certificate Registrar	12
Class	12
Class A Certificates	13
Class A-L Regular Interests	13
Class L-B-1 Certificates	13
Class L-B-1-L Regular Interest	13
Class L-B-2 Certificates	13
Class L-B-2-L Regular Interest	13
Class L-B-3 Certificates	13
Class L-B-3-L Regular Interest	13
Class L-B-4 Certificates	13
Class L-B-4-L Regular Interest	13
Class L-B-5 Certificates	13
Class L-B-5-L Regular Interest	13
Class L-B-6 Certificates	14
Class L-B-6-L Regular Interest	14
Class 1-A1 Certificates	14
Class 1-A1-L Regular Interest	14
Class 1-A2 Certificates	14
Class 1-A2-L Regular Interest	14
Class 1-A3 Certificates	14
Class 1-A3-L Regular Interest	14
Class 1-A4 Certificates	14
Class 1-A4-L Regular Interest	14
Class 1-A5 Certificates	14
Class 1-A5-L Regular Interest	14
Class 1-X Notional Amount	14
Class 2-A1 Certificates	14
Class 2-A1-L Regular Interest	15
Class 2-A2 Certificates	15
Class 2-A2-L Regular Interest	15
Class 2-A3 Certificates	15
Class 2-A3-L Regular Interest	15
Class 2-A4 Certificates	15
Class 2-A4 Subgroup 2-A Component	15
Class 2-A4 Subgroup 2-B Component	15
Class 2-A4-L Regular Interest	15
Class 2-A4-L Subgroup 2-A Component	15
Class 2-A4-L Subgroup 2-B Component	15
Class 2-P Certificates	15
Class 2-P Fraction	15
Class 2-P Mortgage Loan	16
Class 2-P-L Regular Interest	16
Class 2-P-M Regular Interest	16
Class 2-X Certificates	16
Class 2-X Notional Amount	16
Class 2-X-L Regular Interest	16
Class 2-X-M Regular Interest	16
Class 3-A1 Certificates	16
Class 3-A2 Certificates	16
Class 3-A3 Certificates	16
Class 3-A4 Certificates	16
Class 3-B-1 Certificates	16
Class 3-B-2 Certificates	16
Class 3-B-3 Certificates	17
Class 3-B-4 Certificates	17
Class 3-B-5 Certificates	17
Class 3-B-6 Certificates	17
Class Notional Amount	17
Class Principal Balance	17
Class R Certificates	18
Class R Residual Interests	18
Class R-1 Residual Interest	18
Class R-2 Residual Interest	18
Class R-3 Residual Interest	18
Class R-4 Residual Interest	19
Class X Certificates	19
Class X-L Regular Interests	19
Class Y Regular Interests	19
Class Y-1 Regular Interest	19
Class Y-1 Principal Distribution Amount	19
Class Y-2 Regular Interest	19
Class Y-2 Principal Distribution Amount	19
Class Y Principal Reduction Amounts	19
Class Z Regular Interests	19
Class Z Principal Reduction Amounts	19
Class Z-1 Regular Interest	20
Class Z-1 Principal Distribution Amount	20
Class Z-2 Regular Interest	20
Class Z-2 Principal Distribution Amount	20
Clearing Agency	20
Closing Date	20
Code	20
Commission	20
Company	20
Compensating Interest	20
Complying Insurance Company	20
Component	20
Component Principal Balance	20
Cooperative	21
Cooperative Apartment	21
Cooperative Lease	21
Cooperative Loans	21
Cooperative Stock	21
Cooperative Stock Certificate	21
Corporate Trust Office	22
Corporation	22
Corresponding Class or Component	22
Cumulative Carry-Forward Subsequent Recoveries Amount	22
Current Loan-to-Value Ratio	22
Curtailment	22
Curtailment Shortfall	23
Custodial Account for P&I	23
Custodial Agreement	23
Custodian	23
Cut-Off Date	23
Definitive Certificates	23
Delaware Trustee	23
Depositary Agreement	23
Destroyed Mortgage Note	23
Determination Date	23
Disqualified Organization	24
Distribution Date	24
DTC	24
DTC Participant	24
Due Date	24
Eligible Institution	24
Eligible Investments	24
ERISA	26
ERISA Restricted Certificate	26
ERISA Super Restricted Certificate	26
Event of Default	26
Excess Liquidation Proceeds	26
Excess Subsequent Recoveries	26
Fannie Mae	26
FDIC	26
FHA	26
Final Maturity Date	26
Fitch	26
Freddie Mac	26
Group L-B Certificates	26
Group L-B Percentage	26
Group L-B Subordinate Liquidation Amount	26
Group L-B Subordinate Principal Distribution Amount	27
Group L-B Subordinate Principal Prepayments Distribution Amount	27
Group L-B Weighted Average Pass-Through Rate	28
Group L-B-L Regular Interests	28
Group 1 Certificates	28
Group 1 Loans	28
Group 1 Senior Liquidation Amount	28
Group 1 Senior Percentage	28
Group 1 Senior Prepayment Percentage, Subgroup 2-A Senior Prepayment Percentage or Subgroup 2-B Senior Prepayment Percentage	28
Group 1 Senior Principal Distribution Amount	32
Group 1 Subordinate Balance	32
Group 1 Subordinate Percentage	32
Group 1 Subordinate Prepayment Percentage	32
Group 1-A Certificates	32
Group 1-A-L Regular Interests	32
Group 1-L Regular Interests	32
Group 2 Certificates	33
Group 2 Loans	33
Group 2 Premium Rate Mortgage Loans	33
Group 2 Subordinate Balance	33
Group 2-A Certificates	33
Group 2-A-L Regular Interests	33
Group 2-L Regular Interests	33
Group 3 Certificates	33
Group 3 Clean-Up Call Option Date	33
Group 3 Clean-Up Call Percentage	33
Group 3 Credit Support Depletion Date	33
Group 3 Excess Liquidation Proceeds	33
Group 3 Loans	33
Group 3 Senior Liquidation Amount	33
Group 3 Senior Percentage	34
Group 3 Senior Prepayment Percentage	34
Group 3 Senior Principal Distribution Amount	36
Group 3 Subordinate Balance	36
Group 3 Subordinate Percentage	36
Group 3 Subordinate Prepayment Percentage	36
Group 3 Subordinate Principal Distribution Amount	36
Group 3 Subordinate Principal Prepayments Distribution Amount	36
Group 3-A Certificates	36
Group 3-B Certificates	36
Groups 1-2 Clean-Up Call Option Date	37
Groups 1-2 Clean-Up Call Percentage	37
Groups 1-2 Credit Support Depletion Date	37
Groups 1-2 Excess Liquidation Proceeds	37
Index	37
Indirect DTC Participants	37
Initial Custodial Agreement	37
Initial Custodian	37
Insurance Proceeds	37
Interest Distribution Amount	37
Interest Transfer Amount	38
Investment Account	38
Investment Depository	38
Junior Subordinate Certificates	38
Last Scheduled Distribution Date	38
Lender PMI Loan	38
Liquidated Mortgage Loan	38
Liquidation Principal	38
Liquidation Proceeds	39
Loan Group	39
Loan Group 1	39
Loan Group 1 Weighted Average Pass-Through Rate	39
Loan Group 2	39
Loan Group 2 Weighted Average Pass-Through Rate	39
Loan Group 3	39
Loan Group 3 Weighted Average Pass-Through Rate	39
Lowest Class B Owner	39
MERS	39
MERS Loan	39
MERS® System	39
MIN	39
MOM Loan	40
Monthly P&I Advance	40
Monthly Payment	40
Moody’s	40
Mortgage	40
Mortgage File	40
Mortgage Interest Rate	43
Mortgage Loan Margin	43
Mortgage Loan Purchase Agreement	43
Mortgage Loan Schedule	43
Mortgage Loans	43
Mortgage Note	44
Mortgage Pool	44
Mortgage Pool Assets	44
Mortgaged Property	44
Mortgagor	44
Nonrecoverable Advance	44
Non-U.S. Person	44
Notice Addresses	44
OTS	45
Officer’s Certificate	45
One-Year CMT	45
One-Year LIBOR	45
Opinion of Counsel	45
Original Trust Agreement	45
Overcollateralized Group	45
Ownership Interest	45
Pass-Through Entity	45
Pass-Through Rate	46
Paying Agent	46
Payoff	46
Payoff Earnings	46
Payoff Interest	46
Payoff Period	46
Percentage Interest	46
Permitted Transferee	47
Person	48
Plan Investor	48
Prepaid Monthly Payment	48
Primary Insurance Policy	48
Principal Balance	48
Principal Payment	49
Principal Payment Amount	49
Principal Prepayment	49
Principal Prepayment Amount	49
Principal Transfer Amount	49
Prior Period	49
Prospectus	49
Rate Ceiling	49
Rate Floor	49
Rating Agency	49
Ratings	49
Reacquired Mortgage Loan	49
Realized Loss	50
Recognition Agreement	53
Record Date	53
Recording Documents	53
Regular Interests	53
Regulation AB	53
Relief Act Shortfall	53
REMIC	54
REMIC Provisions	54
REMIC I	54
REMIC I Assets	54
REMIC I Available Distribution Amount	54
REMIC I Distribution Amount	55
REMIC I Regular Interests	57
REMIC II	57
REMIC II Assets	57
REMIC II Available Distribution Amount	57
REMIC II Distribution Amount	58
REMIC II Regular Interests	61
REMIC III	61
REMIC III Assets	61
REMIC III Available Distribution Amount	61
REMIC III Distribution Amount	61
REMIC III Regular Interests	70
REMIC IV	70
REMIC IV Assets	70
REMIC IV Available Distribution Amount	70
REMIC IV Distribution Amount	70
REMIC IV Regular Interests	71
Repurchase Price	71
Repurchase Proceeds	71
Residual Certificates	71
Residual Distribution Amount	71
Responsible Officer	72
ROV Mortgage Loan	72
S&P	72
Secretary of State	72
Securities Act	72
Security Agreement	72
Seller	72
Senior Certificates	72
Senior Subordinate Certificates	72
Servicer	73
Servicer Business Day	73
Servicing Fee	73
Servicing Fee Rate	73
Servicing Officer	73
Special Primary Insurance Policy	73
Special Primary Insurance Premium	73
Statutory Trust Statute	73
Streamlined Mortgage Loan	73
Subgroup	73
Subgroup 2-A	73
Subgroup 2-A Loans	73
Subgroup 2-A Senior Liquidation Amount	73
Subgroup 2-A Senior Percentage	74
Subgroup 2-A Senior Prepayment Percentage	74
Subgroup 2-A Senior Principal Distribution Amount	74
Subgroup 2-A Subordinate Percentage	74
Subgroup 2-A Subordinate Prepayment Percentage	74
Subgroup 2-B	74
Subgroup 2-B Loans	74
Subgroup 2-B Senior Liquidation Amount	74
Subgroup 2-B Senior Percentage	75
Subgroup 2-B Senior Prepayment Percentage	75
Subgroup 2-B Senior Principal Distribution Amount	75
Subgroup 2-B Subordinate Percentage	75
Subgroup 2-B Subordinate Prepayment Percentage	75
Subordinate Certificates	75
Subordinate Component Balance	75
Subordinate Percentage	75
Subordination Level	75
Subsequent Recoveries	76
Substitute Mortgage Loan	76
Substitution Price	76
Tax Matters Person	76
Termination Date	77
Termination Payment	77
Total Transfer Amount	77
Transfer	77
Transferee	77
Transferee Affidavit and Agreement	77
Trust	77
Trustee	77
Uncollected Interest	77
Uncompensated Interest Shortfall	77
Undercollateralized Group	78
Underwriter	78
Uninsured Cause	78
U.S. Person	78
VA	79
Withdrawal Date	79
ARTICLE II Creation of the Trust; Conveyance of the Mortgage Pool Assets and REMIC I Regular Interests; REMIC Election and Designations; Original Issuance of Certificates	79
Section 2.01.Creation of the Trust	79
Section 2.02.Restrictions on Activities of the Trust	80
Section 2.03.Separateness Requirements	80
Section 2.04.Conveyance of Mortgage Pool Assets; Security Interest	82
Section 2.05.Delivery of Mortgage Files	83
Section 2.06.REMIC Elections for REMIC I and REMIC II	84
Section 2.07.Acceptance by Trustee	86
Section 2.08.Representation and Warranty of the Company Concerning the Mortgage Loans	87
Section 2.09.Representations and Warranties of Each Seller Concerning the Mortgage Loans	89
Section 2.10.Additional Provisions Relating to Repurchases of and Substitutions for Mortgage Loans by the Company or a Seller	90
Section 2.11.Acknowledgment of Transfer of Mortgage Pool Assets	91
Section 2.12.Conveyance of REMIC III Assets; Security Interest	91
Section 2.13.REMIC Election for REMIC III	92
Section 2.14.Acknowledgement of Transfer of REMIC III Assets	93
Section 2.15.Conveyance of REMIC IV Assets; Security Interest	93
Section 2.16.REMIC Election for REMIC IV	94
Section 2.17.Acknowledgement of Transfer of REMIC IV Assets	95
Section 2.18.Legal Title	95
Section 2.19.Compliance with ERISA Requirements	96
Section 2.20.Additional Representation Concerning the Mortgage Loans	96
ARTICLE III Administration and Servicing of Mortgage Loans	96
Section 3.01.The Servicer	96
Section 3.02.The Custodial Accounts for P&I and Buydown Fund Accounts	98
Section 3.03.The Investment Account; Eligible Investments	99
Section 3.04.The Certificate Account	100
Section 3.05.Permitted Withdrawals from the Certificate Account, the Investment Account, the Custodial Accounts for P&I and the Buydown Fund Accounts	101
Section 3.06.Maintenance of Primary Insurance Policies; Collections Thereunder	102
Section 3.07.Maintenance of Hazard Insurance	103
Section 3.08.Enforcement of Due-on-Sale Clauses; Assumption Agreements	103
Section 3.09.Realization Upon Defaulted Mortgage Loans	104
Section 3.10.Trustee to Cooperate; Release of Mortgage Files	106
Section 3.11.Compensation to the Servicer	107
Section 3.12.[Reserved.]	107
Section 3.13.Reports on Assessment of Compliance with Servicing Criteria and Servicing Compliance Statements	107
Section 3.14.Access to Certain Documentation and Information Regarding the Mortgage Loans	108
ARTICLE IV Payments to Certificateholders; Payment of Expenses	109
Section 4.01.Distributions to Holders of REMIC I Regular Interests and Class R-1 Residual Interest	109
Section 4.02.Monthly P&I Advances; Distribution Reports to the Trustee	109
Section 4.03.Nonrecoverable Advances	111
Section 4.04.Distributions to Holders of REMIC III Regular Interests and Class R-3 Residual Interest	111
Section 4.05.Distributions to Certificateholders; Payment of Special Primary Insurance Premiums	111
Section 4.06.Statements to Certificateholders	113
ARTICLE V The Certificates	113
Section 5.01.The Certificates	113
Section 5.02.Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized Denominations	119
Section 5.03.Registration of Transfer and Exchange of Certificates	120
Section 5.04.Mutilated, Destroyed, Lost or Stolen Certificates	120
Section 5.05.Persons Deemed Owners	121
Section 5.06.[Reserved.]	121
Section 5.07.Book-Entry for Book-Entry Certificates	121
Section 5.08.Notices to Clearing Agency	122
Section 5.09.Definitive Certificates	122
Section 5.10.Office for Transfer of Certificates	123
Section 5.11.Nature of Certificates	123
ARTICLE VI The Company and the Servicer	123
Section 6.01.Liability of the Company and the Servicer	123
Section 6.02.Merger or Consolidation of the Company or the Servicer	123
Section 6.03.Limitation on Liability of the Company, the Servicer and Others	123
Section 6.04.Neither the Company nor the Servicer May Resign	124
Section 6.05.Trustee Access 124
ARTICLE VII Default	125
Section 7.01.Events of Default	125
Section 7.02.Trustee to Act; Appointment of Successor	127
Section 7.03.Notification to Certificateholders	128
ARTICLE VIII Concerning the Trustees	128
Section 8.01.Duties of Trustees	128
Section 8.02.Certain Matters Affecting the Trustees	129
Section 8.03.Trustees Not Liable for Certificates or Mortgage Loans	131
Section 8.04.Trustees May Own Certificates	131
Section 8.05.The Servicer to Pay Trustees’ Fees and Expenses	131
Section 8.06.Eligibility Requirements for Trustees	132
Section 8.07.Resignation and Removal of Trustees	132
Section 8.08.Successor Trustee	133
Section 8.09.Merger or Consolidation of Trustee	133
Section 8.10.Appointment of Co-Trustee or Separate Trustee	133
Section 8.11.Authenticating Agents	135
Section 8.12.Paying Agents	135
Section 8.13.Duties of Delaware Trustee	136
Section 8.14.Amendment to Certificate of Trust	137
Section 8.15.[Reserved.]	137
Section 8.16.Trustees Act on Behalf of Trust	137
Section 8.17.Limitation of Liability	137
Section 8.18.Trustee Report on Assessment of Compliance with Servicing Criteria	137
ARTICLE IX Termination	137
Section 9.01.Termination Upon Purchase by the Servicer or Liquidation of All Mortgage Loans	137
Section 9.02.Additional Termination Requirements	141
Section 9.03.Trust Irrevocable	142
ARTICLE X Miscellaneous Provisions	143
Section 10.01.Amendment	143
Section 10.02.Recordation of Agreement	144
Section 10.03.Limitation on Rights of Certificateholders	144
Section 10.04.Access to List of Certificateholders	145
Section 10.05.Governing Law	146
Section 10.06.Notices	146
Section 10.07.Compliance With Regulation AB	146
Section 10.08.Severability of Provisions	146
Section 10.09.Counterpart Signatures	146
Section 10.10.Benefits of Agreement	147
Section 10.11.Notices and Copies to Rating Agencies	147
Section 10.12.Covenant Not to Place Trust Into Bankruptcy	148
Section 10.13.Covenant Not to Place Company Into Bankruptcy	148

Appendix 1	Definitions of Class Y Principal Reduction Amounts
Exhibit A	Form of Certificates (other than Class R Certificates)
Exhibit B	Form of Class R Certificates
Exhibit C	[Reserved]
Exhibit D	Mortgage Loan Schedule
Exhibit E	[Reserved]
Exhibit F	Form of Transferor Certificate For Junior Subordinate Certificates
Exhibit G	Form of Transferee’s Agreement For Junior Subordinate Certificates
Exhibit H	Form of Additional Matter Incorporated Into the Certificates
Exhibit I	Transferor Certificate
Exhibit J	Transferee Affidavit And Agreement
Exhibit K	[Reserved]
Exhibit L	Form of Investment Letter
Exhibit M	Form of Trustee’s Certification Pursuant to Section 2.07
Exhibit N	Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(d)
Exhibit O	Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(g)
Exhibit P	Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(h)

This Pooling and Servicing Agreement, dated as of September 1, 2006 (this “ Agreement ”), is by and among WaMu Asset Acceptance Corp., as depositor (the “ Company ”), Washington Mutual Bank, as Servicer, LaSalle Bank National Association, as Trustee, and Christiana Bank & Trust Company, as Delaware Trustee. Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in Article I hereof.

PRELIMINARY STATEMENT

The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trust. On the Closing Date, the Company will sell the Mortgage Loans and certain other assets to the Trust in return for the REMIC I and REMIC II Regular Interests and the Class R-1 and Class R-2 Residual Interests and will be the owner of the REMIC I and REMIC II Regular Interests and the Class R-1 and Class R-2 Residual Interests. Thereafter, on the Closing Date, the Company will acquire the REMIC III Regular Interests and the Class R-3 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the REMIC III Regular Interests and the Class R-3 Residual Interest. Thereafter, on the Closing Date, the Company will acquire the REMIC IV Regular Interests and the Class R-4 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC III Regular Interests and will be the owner of the REMIC IV Regular Interests and the Class R-4 Residual Interest. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the sale to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I and REMIC II Regular Interests and the Class R-1 and Class R-2 Residual Interests representing in the aggregate the entire beneficial interest in REMIC I and REMIC II, (iii) the conveyance to the Trust of the REMIC I Regular Interests, (iv) the issuance to the Company of the REMIC III Regular Interests and the Class R-3 Residual Interest representing in the aggregate the entire beneficial interest in REMIC III, (v) the conveyance to the Trust of the REMIC III Regular Interests and (v) the issuance to the Company of the REMIC IV Regular Interests and the Class R-4 Residual Interest representing in the aggregate the entire beneficial interest in REMIC IV. The Company and the Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

The Certificates issued hereunder, other than the Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated January 6, 2006, and a Prospectus Supplement, dated September 22, 2006, of the Company (together, the “ Prospectus ”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated September 24, 2006. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests and the Class R Residual Interests:

REMIC I Interests

	Class Designation for each REMIC I Regular Interest and the Class R-1 Residual Interest	Type of Interest	Certificate Interest Rate (1)	Initial Class Principal Balance	Final Maturity Date*
	Class Y-1	Regular	Variable (2)	$ 509,475.54	October 2036
	Class Y-2	Regular	Variable (3)	219,128.30	October 2036
	Class Z-1	Regular	Variable (2)	1,022,910,728.72	October 2036
	Class Z-2	Regular	Variable (3)	438,037,472.58	October 2036
	Class 2-X-M	Regular	(4)	-----	June 2013
	Class 2-P-M	Regular	(5)	1,912,649.00	October 2036
	Class R-1†	Residual	6.099%	100.00	October 2036

* The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date.
† The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Groups 1-2 Excess Liquidation Proceeds.
(1) Interest distributed to the REMIC I Regular Interests and the Class R-1 Residual Interest on each Distribution Date will have accrued at the applicable per annum Certificate Interest Rate on the applicable Class Principal Balance outstanding immediately before such Distribution Date.
(2) For each Distribution Date, the Certificate Interest Rate on the Class Y-1 and Class Z-1 Regular Interests shall equal the Loan Group 1 Weighted Average Pass-Through Rate for such Distribution Date.
(3) The Certificate Interest Rate on the Class Y-2 and Class Z-2 Regular Interests shall equal (i) for each Distribution Date in or before June 2013, 5.750% and (ii) for each Distribution Date after June 2013, the Loan Group 2 Weighted Average Pass-Through Rate for such Distribution Date.
(4) For each Distribution Date in or before June 2013, the Class 2-X-M Regular Interest shall accrue interest on the Class 2-X Notional Amount. For each Distribution Date in or before June 2013, the Certificate Interest Rate for the Class 2-X-M Regular Interest shall equal 5.750%. For each Distribution Date after June 2013, the Class 2-X Notional Amount shall equal zero and the Class 2-X-M Regular Interest shall not be entitled to receive any distributions of interest. The Class 2-X-M Regular Interest shall not be entitled to receive any distributions of principal on any Distribution Date.
(5) For each Distribution Date in or before June 2013, the Class 2-P-M Regular Interest shall not be entitled to receive any distributions of interest. For each Distribution Date after June 2013, the Certificate Interest Rate for the Class 2-P-M Regular Interest shall equal the Loan Group 2 Weighted Average Pass-Through Rate for such Distribution Date.

As provided herein, with respect to REMIC I, the Servicer will cause an election to be made on behalf of REMIC I to be treated for federal income tax purposes as a REMIC. The REMIC I Regular Interests will be designated regular interests in REMIC I and the Class R-1 Residual Interest will be designated the sole class of residual interest in REMIC I, for purposes of the REMIC Provisions.

REMIC II Interests

Class Designation for each Class of REMIC II Regular Interests and the Class R-2 Residual Interest

Type of Interest

Certificate Interest Rate (1)

Initial Class
Principal
Balance

Final Maturity
Date*

Class 3-A1

Regular

Variable (2)

$ 132,694,000.00

October 2036

Class 3-A2

Regular

Variable (2)

40,861,000.00

October 2036

Class 3-A3

Regular

Variable (2)

57,851,000.00

October 2036

Class 3-A4

Regular

Variable (2)

9,016,000.00

October 2036

Class 3-B-1

Regular

Variable (2)

3,747,000.00

October 2036

Class 3-B-2

Regular

Variable (2)

1,873,000.00

October 2036

Class 3-B-3

Regular

Variable (2)

1,248,000.00

October 2036

Class 3-B-4

Regular

Variable (2)

1,124,000.00

October 2036

Class 3-B-5

Regular

Variable (2)

874,000.00

October 2036

Class 3-B-6

Regular

Variable (2)

501,831.81

October 2036

Class R-2 (3)

Residual

-----

October 2036

* The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each Class of REMIC II Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date.

(1) Interest distributed to the REMIC II Regular Interests on each Distribution Date will have accrued at the applicable per annum Certificate Interest Rate on the applicable Class Principal Balance outstanding immediately before such Distribution Date.

(2) The Certificate Interest Rate on each Class of Group 3-A and Group 3-B Certificates for each Distribution Date shall equal the Loan Group 3 Weighted Average Pass-Through Rate for such Distribution Date.

(3) The Class R-3 Residual Interest shall be entitled to receive the applicable Residual Distribution Amount and any Group 3 Excess Liquidation Proceeds. The Class R-2 Residual Interest shall not be entitled to receive any distributions of interest or principal.

As provided herein, with respect to REMIC II, the Servicer will cause an election to be made on behalf of REMIC II to be treated for federal income tax purposes as a REMIC. The REMIC II Regular Interests will be designated regular interests in REMIC II and the Class R-2 Residual Interest will be designated the sole class of residual interest in REMIC II, for purposes of the REMIC Provisions.

REMIC III Interests

Class Designation for each Class of REMIC III Regular Interests and the Class R-3 Residual Interest

Type of Interest

Certificate Interest Rate (1)

Initial Class
Principal
Balance

Final Maturity
Date*

Class 1-A1-L

Regular

Variable (2)

$ 429,891,000.00

October 2036

Class 1-A2-L

Regular

Variable (2)

81,182,000.00

October 2036

Class 1-A3-L

Regular

Variable (2)

170,357,000.00

October 2036

Class 1-A4-L

Regular

Variable (2)

250,000,000.00

October 2036

Class 1-A5-L

Regular

Variable (2)

44,912,000.00

October 2036

Class 2-A1-L

Regular

Variable (3)

198,477,000.00

October 2036

Class 2-A2-L

Regular

Variable (4)

100,151,000.00

October 2036

Class 2-A3-L

Regular

Variable (5)

100,151,000.00

October 2036

Class 2-A4-L

Regular

Variable (6)

19,229,000.00 (7)

October 2036

Class 2-X-L

Regular

(8)

-----

June 2013

Class 2-P-L

Regular

(9)

1,912,649.00

October 2036

Class L-B-1-L

Regular

Variable (10)

29,273,000.00

October 2036

Class L-B-2-L

Regular

Variable (10)

13,172,000.00

October 2036

Class L-B-3-L

Regular

Variable (10)

8,781,000.00

October 2036

Class L-B-4-L

Regular

Variable (10)

6,586,000.00

October 2036

Class L-B-5-L

Regular

Variable (10)

5,854,000.00

October 2036

Class L-B-6-L

Regular

Variable (10)

3,660,805.14

October 2036

Class R-3 (11)

Residual

-----

October 2036

* The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) matures. For federal income tax purposes, for each Class of REMIC III Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date.

(1) Interest distributed to the REMIC III Regular Interests on each Distribution Date will have accrued at the applicable per annum Certificate Interest Rate on the applicable Class Principal Balance, Component Principal Balance or Class Notional Amount outstanding immediately before such Distribution Date.

(2) The Certificate Interest Rate on each Class of Group 1-A-L Regular Interests for each Distribution Date shall equal the Loan Group 1 Weighted Average Pass-Through Rate for such Distribution Date.

(3) The Certificate Interest Rate on the Class 2-A1-L Regular Interest shall equal (i) for each Distribution Date in or before June 2013, 5.750% and (ii) for each Distribution Date after June 2013, the Loan Group 2 Weighted Average Pass-Through Rate for such Distribution Date.

(4) The Certificate Interest Rate on the Class 2-A2-L Regular Interest for each Distribution Date shall equal the Loan Group 2 Weighted Average Pass-Through Rate for such Distribution Date plus 0.125%.

(5) The Certificate Interest Rate on the Class 2-A3-L Regular Interest for each Distribution Date shall equal the Loan Group 2 Weighted Average Pass-Through Rate for such Distribution Date less 0.125%.

(6) The Certificate Interest Rate on the Class 2-A4-L Group 1 Component shall equal (i) for each Distribution Date in or before June 2013, 5.750% and (ii) for each Distribution Date after June 2013, the Loan Group 2 Weighted Average Pass-Through Rate for such Distribution Date.

The Certificate Interest Rate on the Class 2-A4-L Group 2 Component for each Distribution Date shall equal the Loan Group 2 Weighted Average Pass-Through Rate for such Distribution Date.

(7) For purposes of calculating distributions of principal and interest and the allocation of Realized Losses, the Class 2-A4-L Regular Interest shall be deemed to be comprised of two Components, the Class 2-A4-L Group 1 Component and the Class 2-A4-L Group 2 Component. Interest shall accrue on each of the Class 2-A4-L Group 1 Component Principal Balance and the Class 2-A4-L Group 2 Component Principal Balance. The initial Class 2-A4-L Group 1 Component Principal Balance and Class 2-A4-L Group 2 Component Principal Balance shall equal $9,571,000.00 and $9,658,000.00, respectively.

(8) For each Distribution Date in or before June 2013, the Class 2-X-L Regular Interest shall accrue interest on the Class 2-X Notional Amount. For each Distribution Date in or before June 2013, the Certificate Interest Rate for the Class 2-X-L Regular Interest shall equal 5.750%. For each Distribution Date after June 2013, the Class 2-X Notional Amount shall equal zero and the Class 2-X-L Regular Interest shall not be entitled to receive any distributions of interest. The Class 2-X-L Regular Interest shall not be entitled to receive any distributions of principal on any Distribution Date.

(9) For each Distribution Date in or before June 2013, the Class 2-P-L Regular Interest shall not be entitled to receive any distributions of interest. For each Distribution Date after June 2013, the Certificate Interest Rate for the Class 2-P-L Regular Interest shall equal the Loan Group 2 Weighted Average Pass-Through Rate for such Distribution Date.

(10) The Certificate Interest Rate on each Class of Group L-B-L Regular Interests for each Distribution Date shall equal the Group L-B Weighted Average Pass-Through Rate for such Distribution Date.

(11) The Class R-3 Residual Interest shall be entitled to receive the applicable Residual Distribution Amount. The Class R-3 Residual Interest shall not be entitled to receive any distributions of interest or principal.

As provided herein, with respect to REMIC III, the Servicer will cause an election to be made on behalf of REMIC III to be treated for federal income tax purposes as a REMIC. The REMIC III Regular Interests will be designated regular interests in REMIC III and the Class R-3 Residual Interest will be designated the sole class of residual interest in REMIC III, for purposes of the REMIC Provisions.

REMIC IV Interests

Class Designation for each Class of REMIC IV Regular Interests and the Class R-4 Residual Interest

Type of Interest

Certificate Interest Rate (1)

Initial Class
Principal
Balance

Final Maturity
Date*

Class 1-A1

Regular

Variable (2)

$ 429,891,000.00

October 2036

Class 1-A2

Regular

Variable (3)

81,182,000.00

October 2036

Class 1-A3

Regular

Variable (4)

170,357,000.00

October 2036

Class 1-A4

Regular

Variable (2)

250,000,000.00

October 2036

Class 1-A5

Regular

Variable (2)

44,912,000.00

October 2036

Class 2-A1

Regular

Variable (5)

198,477,000.00

October 2036

Class 2-A2

Regular

Variable (6)

100,151,000.00

October 2036

Class 2-A3

Regular

Variable (7)

100,151,000.00

October 2036

Class 2-A4

Regular

Variable (8)

19,229,000.00 (9)

October 2036

Class 1-X

Regular

(10)

-----

August 2011

Class 2-X

Regular

(11)

-----

June 2013

Class 2-P

Regular

(12)

1,912,649.00

October 2036

Class L-B-1

Regular

Variable (13)

29,273,000.00

October 2036

Class L-B-2

Regular

Variable (13)

13,172,000.00

October 2036

Class L-B-3

Regular

Variable (13)

8,781,000.00

October 2036

Class L-B-4

Regular

Variable (13)

6,586,000.00

October 2036

Class L-B-5

Regular

Variable (13)

5,854,000.00

October 2036

Class L-B-6

Regular

Variable (13)

3,660,805.14

October 2036

Class R-4 (14)

Residual

-----

October 2036

* The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) matures. For federal income tax purposes, for each Class of REMIC IV Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date.

(1) Interest distributed to the REMIC IV Regular Interests on each Distribution Date will have accrued at the applicable per annum Certificate Interest Rate on the applicable Class Principal Balance, Component Principal Balance or Class Notional Amount outstanding immediately before such Distribution Date.

(2) The Certificate Interest Rate on each Class of Class 1-A1, Class 1-A4 and Class 1-A5 Certificates for each Distribution Date shall equal the Loan Group 1 Weighted Average Pass-Through Rate for such Distribution Date.

(3) The Certificate Interest Rate on the Class 1-A2 Certificates shall equal (i) for each Distribution Date in or before August 2011, the Loan Group 1 Weighted Average Pass-Through Rate for such Distribution Date less 0.250% and (ii) for each Distribution Date after August 2011, the Loan Group 1 Weighted Average Pass-Through Rate for such Distribution Date.

(4) The Certificate Interest Rate on the Class 1-A3 Certificates shall equal (i) for each Distribution Date in or before August 2011, the Loan Group 1 Weighted Average Pass-Through Rate for such Distribution Date less 0.500% and (ii) for each Distribution Date after August 2011, the Loan Group 1 Weighted Average Pass-Through Rate for such Distribution Date.

(5) The Certificate Interest Rate on the Class 2-A1 Certificates shall equal (i) for each Distribution Date in or before June 2013, 5.750% and (ii) for each Distribution Date after June 2013, the Loan Group 2 Weighted Average Pass-Through Rate for such Distribution Date.

(6) The Certificate Interest Rate on the Class 2-A2 Certificates for each Distribution Date shall equal the Loan Group 2 Weighted Average Pass-Through Rate for such Distribution Date plus 0.125%.

(7) The Certificate Interest Rate on the Class 2-A3 Certificates for each Distribution Date shall equal the Loan Group 2 Weighted Average Pass-Through Rate for such Distribution Date less 0.125%.

(8) The Certificate Interest Rate on the Class 2-A4 Group 1 Component shall equal (i) for each Distribution Date in or before June 2013, 5.750% and (ii) for each Distribution Date after June 2013, the Loan Group 2 Weighted Average Pass-Through Rate for such Distribution Date.

The Certificate Interest Rate on the Class 2-A4 Group 2 Component for each Distribution Date shall equal the Loan Group 2 Weighted Average Pass-Through Rate for such Distribution Date.

(9) For purposes of calculating distributions of principal and interest and the allocation of Realized Losses, the Class 2-A4 Certificates shall be deemed to be comprised of two Components, the Class 2-A4 Group 1 Component and the Class 2-A4 Group 2 Component. Interest shall accrue on each of the Class 2-A4 Group 1 Component Principal Balance and the Class 2-A4 Group 2 Component Principal Balance. The initial Class 2-A4 Group 1 Component Principal Balance and Class 2-A4 Group 2 Component Principal Balance shall equal $9,571,000.00 and $9,658,000.00, respectively.

(10) For each Distribution Date in or before August 2011, the Class 1-X Certificates shall accrue interest on the Class 1-X Notional Amount. For each Distribution Date in or before August 2011, the Certificate Interest Rate for the Class 1-X Certificates shall equal the weighted average of 0.250% and 0.500%, weighted by the Class 1-A2 Principal Balance and the Class 1-A3 Principal Balance, respectively, immediately before such Distribution Date. For each Distribution Date after August 2011, the Class 1-X Notional Amount shall equal zero and the Class 1-X Certificates shall not be entitled to receive any distributions of interest. The Class 1-X Certificates shall not be entitled to receive any distributions of principal on any Distribution Date.

(11) For each Distribution Date in or before June 2013, the Class 2-X Certificates shall accrue interest on the Class 2-X Notional Amount. For each Distribution Date in or before June 2013, the Certificate Interest Rate for the Class 2-X Certificates shall equal 5.750%. For each Distribution Date after June 2013, the Class 2-X Notional Amount shall equal zero and the Class 2-X Certificates shall not be entitled to receive any distributions of interest. The Class 2-X Certificates shall not be entitled to receive any distributions of principal on any Distribution Date.

(12) For each Distribution Date in or before June 2013, the Class 2-P Certificates shall not be entitled to receive any distributions of interest. For each Distribution Date after June 2013, the Certificate Interest Rate for the Class 2-P Certificates shall equal the Loan Group 2 Weighted Average Pass-Through Rate for such Distribution Date.

(13) The Certificate Interest Rate on each Class of Group L-B Certificates for each Distribution Date shall equal the Group L-B Weighted Average Pass-Through Rate for such Distribution Date.

(14) The Class R-4 Residual Interest shall be entitled to receive the applicable Residual Distribution Amount. The Class R-4 Residual Interest shall not be entitled to receive any distributions of interest or principal.

As provided herein, with respect to REMIC IV, the Servicer will cause an election to be made on behalf of REMIC IV to be treated for federal income tax purposes as a REMIC. The REMIC IV Regular Interests will be designated regular interests in REMIC IV and the Class R-4 Residual Interest will be designated the sole class of residual interest in REMIC IV, for purposes of the REMIC Provisions.

In addition, the Trust will issue the Class R Certificates, which will represent ownership of the Class R-1, Class R-2, Class R-3 and Class R-4 Residual Interests.

As of the Cut-Off Date, the Mortgage Loans have an aggregate Principal Balance of $1,713,379,386.95 and, as of the Closing Date, the Certificates have an Aggregate Certificate Principal Balance of $1,713,379,386.95.

W I T N E S S E T H :

WHEREAS, the Company is a corporation duly organized and existing under and by virtue of the laws of the State of Delaware and has full corporate power and authority to enter into this Agreement and to undertake the obligations undertaken by it herein;

WHEREAS, the Servicer is a federal savings association and has full power and authority to enter into this Agreement and to undertake the obligations undertaken by it herein;

WHEREAS, the Trustee is a national banking association duly organized and existing under the laws of the United States of America and has full power and authority to enter into this Agreement;

WHEREAS, the Delaware Trustee is a banking corporation duly organized and existing under the laws of the State of Delaware and has full power and authority to enter into this Agreement;

WHEREAS, prior to the execution and delivery hereof, the Company and the Delaware Trustee have entered into the Original Trust Agreement, and the Delaware Trustee has filed the Certificate of Trust;

WHEREAS, it is the intention of the Company, the Servicer, the Trustee and the Delaware Trustee that the Trust created by this Agreement constitute a statutory trust under the Statutory Trust Statute, that this Agreement constitute the governing instrument of the Trust, and that this Agreement amend and restate the Original Trust Agreement;

WHEREAS, the Company is the owner of the Mortgage Loans identified in the Mortgage Loan Schedule hereto having unpaid Principal Balances on the Cut-Off Date as stated therein; and

WHEREAS, the Company has been duly authorized to create the Trust to (i) hold the Mortgage Loans and certain other property, (ii) issue the REMIC I and REMIC II Regular Interests, the Class R-1 and Class R-2 Residual Interests, (iii) hold the REMIC I Regular Interests, (iv) issue the REMIC III Regular Interests and the Class R-3 Residual Interest, (v) hold the REMIC III Regular Interests and (vi) issue the REMIC IV Regular Interests and the Class R-4 Residual Interest.

NOW, THEREFORE, in order to declare the terms and conditions upon which the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Interests, the Class R Residual Interests and the Certificates are to be issued, and in consideration of the premises and of the purchase and acceptance of the Certificates by the Holders thereof, the Company covenants and agrees with the Servicer, the Trustee and the Delaware Trustee, for the equal and proportionate benefit of the respective Holders from time to time of the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Interests and the Certificates, as applicable, as follows:

ARTICLE I

Section 1.01. Definitions .

Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

Adjustment Date: As to each Mortgage Loan, a Due Date on or about the fifth anniversary (in the case of the Group 1 Loans), on or about the seventh anniversary (in the case of the Group 2 Loans) and on or about the tenth anniversary (in the case of the Group 3 Loans) of the first Due Date and annually thereafter, as set forth in the related Mortgage Note, on which date an adjustment to the Mortgage Interest Rate of such Mortgage Loan becomes effective.

Aggregate Certificate Principal Balance : At any given time, the sum of the then current Class Principal Balances of the Certificates.

Agreement : The meaning specified in the introductory paragraph hereof.

Appraised Value : With respect to any (i) Mortgage Loan that is not a Streamlined Mortgage Loan or ROV Mortgage Loan, the lesser of (a) the value set forth on the appraisal made in connection with the origination of such Mortgage Loan as the value of the related Mortgaged Property and (b) the purchase price paid for the Mortgaged Property, provided, however , that if such Mortgage Loan was originated in connection with the refinance of a mortgage loan, the Appraised Value shall be the value set forth on the appraisal made in connection with the origination of such Mortgage Loan as the value of the related Mortgaged Property; (ii) ROV Mortgage Loan, the lesser of (a) the value set forth on the residential appraisal review made in connection with the origination of such Mortgage Loan as the value of the related Mortgaged Property and (b) the purchase price paid for the Mortgaged Property, provided, however , that if such ROV Mortgage Loan was originated in connection with the refinance of a mortgage loan, the Appraised Value shall be the value set forth on the residential appraisal review made in connection with the origination of such ROV Mortgage Loan as the value of the related Mortgaged Property; and (iii) Streamlined Mortgage Loan, the value set forth in the appraisal made in connect