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POOLING AND SERVICING AGREEMENT

Servicing Agreement

POOLING AND SERVICING AGREEMENT | Document Parties: WASHINGTON MUTUAL ASSET-BACKED CERTIFICATES, WMABS SERIES 20 | WASHINGTON MUTUAL BANK, | LASALLE BANK NATIONAL ASSOCIATION, | CHRISTIANA BANK & TRUST COMPANY, You are currently viewing:
This Servicing Agreement involves

WASHINGTON MUTUAL ASSET-BACKED CERTIFICATES, WMABS SERIES 20 | WASHINGTON MUTUAL BANK, | LASALLE BANK NATIONAL ASSOCIATION, | CHRISTIANA BANK & TRUST COMPANY,

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: Delaware     Date: 11/13/2006

POOLING AND SERVICING AGREEMENT, Parties: washington mutual asset-backed certificates  wmabs series 20 , washington mutual bank  , lasalle bank national association  , christiana bank & trust company
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EXHIBIT 4.1


 

WaMu ASSET ACCEPTANCE CORP.,

as Company

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

$284,932,000

Washington Mutual Asset-Backed Certificates WMABS Series 2006-HE4 Trust

WaMu Asset Acceptance Corp.

Washington Mutual Asset-Backed Certificates

WMABS Series 2006-HE4

Cut-Off Date:  October 1, 2006


 

TABLE OF CONTENTS

 

Page

ARTICLE I Definitions

18

Section 1.01  Defined Terms.

18

Account

18

Accrual Period

18

Additional Termination Event

18

Adjustable Rate Mortgage Loan

18

Adjusted Net Maximum Mortgage Rate

18

Adjusted Net Mortgage Rate

18

Adjustment Date

19

Advance

19

Affiliate

19

Agreement

19

Appraised Value

19

Assigned Prepayment Charges

19

Assignment

19

Authenticating Agent

19

Authorized Denomination

19

Balloon Mortgage Loan

19

Balloon Payment

19

Bankruptcy Code

20

Bankruptcy Loss

20

Beneficial Holder

20

Book-Entry Certificates

20

Business Day

20

Calculation Period

20

Certificate

20

Certificate Interest Rate

20

Certificate Margin

20

Certificate of Trust

20

Certificate Principal Balance

20

Certificate Register and Certificate Registrar

20

Certificateholder

21

Holder

21

Certification

21

Class

21

Class I-A Certificate

21

Class II‑A‑1 Certificate

21

Class II‑A‑2 Certificate

21

Class A Certificates

21

Class A Principal Distribution Amount

21

Class B Certificate

21

Class B Principal Distribution Amount

22

Class C Certificate

22

Class C NIM Payment Amount

22

Class C Shortfall

23

Class L1-Y-A Regular Interests

23

Class L1-Y-B Regular Interests

23

Class L1-Y-X Regular Interest

23

Class L1-Z-A Regular Interests

23

Class L1-Z-B Regular Interests

23

Class L1-Z-X Regular Interest

23

Class L2-1-A1 Regular Interest

23

Class L2-2-A1 Regular Interest

23

Class L2-2-A2 Regular Interest

23

Class L2-2-M1 Regular Interest

23

Class L2-2-M2 Regular Interest

23

Class L2-2-M3 Regular Interest

24

Class L2-2-M4 Regular Interest

24

Class L2-2-M5 Regular Interest

24

Class L2-2-M6 Regular Interest

24

Class L2-2-M7 Regular Interest

24

Class L2-2-M8 Regular Interest

24

Class L2-2-M9 Regular Interest

24

Class L2-2-M10 Regular Interest

24

Class L2-1-GP Regular Interest

24

Class L2-1-SB Regular Interest

24

Class L2-2-GP Regular Interest

24

Class L2-2-SB Regular Interest

24

Class L2-SW Regular Interest

25

Class L2-XX Regular Interest

25

Class L2-YY Regular Interest

25

Class L2-ZZ Regular Interest

25

Class L3-C Regular Interest

25

Class P Interest

25

Class L3-SW Regular Interest

25

Class L6-SW Regular Interest

25

Class M‑1 Certificate

25

Class M‑1 Principal Distribution Amount

25

Class M-2 Certificate

26

Class M-2 Principal Distribution Amount

26

Class M-3 Certificate

26

Class M-3 Principal Distribution Amount

26

Class M‑4 Certificate

27

Class M‑4 Principal Distribution Amount

27

Class M‑5 Certificate

27

Class M‑5 Principal Distribution Amount

27

Class M‑6 Certificate

28

Class M‑6 Principal Distribution Amount

28

Class M‑7 Certificate

29

Class M‑7 Principal Distribution Amount

29

Class M-8 Certificate

29

Class M-8 Principal Distribution Amount

29

Class M-9 Certificate

30

Class M-9 Principal Distribution Amount

30

Class P Certificate

31

Class Principal Balance

31

Class R Certificate

31

Class R‑1 Interest

31

Class R‑2 Interest

31

Class R‑3 Interest

31

Class R‑4 Interest

31

Class R‑5 Interest

31

Class R‑6 Interest

31

Class R‑CX Certificate

32

Class R‑PX Certificate

32

Clean-up Call Percentage

32

Clearing Agency

32

Close of Business

32

Closing Date

32

Closing Date Mortgage Loans

32

Code

32

Collection Account

32

Commission

32

Company

32

Compensating Interest

32

Corporate Trust Office

32

Corporation

32

Corresponding Certificates

33

Counterparty Payment

33

Credit Enhancement Percentage

33

Cumulative Loss Trigger Event

33

Custodial Agreement

34

Custodian

34

Cut‑off Date

34

Cut‑off Date Aggregate Principal Balance

34

Cut‑off Date Principal Balance

34

Debt Service Reduction

34

Deficient Valuation

34

Definitive Certificates

34

Delaware Trustee

34

Delinquency Percentage

35

Delinquency Trigger Event

35

Delinquent

35

Depositary Agreement

35

Determination Date

35

Directly Operate

35

Disqualified Organization

35

Distribution Account

35

Distribution Date

36

DTC

36

DTC Participant

36

Due Date

36

Due Period

36

Early Termination Date

36

Eligible Institution

36

Eligible Investments

36

ERISA

38

Escrow Payments

38

Event of Default

38

Exchange Act

38

Extra Principal Distribution Amount

38

Extraordinary Trust Fund Expense

38

Fannie Mae

38

FDIC

38

Final Recovery Determination

38

Fitch

38

Fixed Rate Mortgage Loan

38

Formula Rate

38

Freddie Mac

38

Gross Margin

38

Gross Subsequent Recoveries

39

Group I Closing Date Mortgage Loans

39

Group I Interest Remittance Amount

39

Group I Mortgage Loans

39

Group I Net Swap Payment

39

Group I Principal Allocation Percentage

39

Group I Principal Distribution Amount

39

Group I Principal Remittance Amount

39

Group I Senior Certificates

40

Group I Senior Principal Distribution Amount

40

Group I Swap Payment

40

Group I Swap Percentage

40

Group I Swap Termination Payment

40

Group II Closing Date Mortgage Loans

40

Group II Interest Remittance Amount

40

Group II Mortgage Loans

40

Group II Net Swap Payment

41

Group II Principal Allocation Percentage

41

Group II Principal Distribution Amount

41

Group II Principal Remittance Amount

41

Group II Senior Certificates

41

Group II Senior Principal Distribution Amount

41

Group II Swap Payment

42

Group II Swap Percentage

42

Group II Swap Termination Payment

42

Indenture

42

Independent

42

Independent Contractor

42

Index

42

Initial Certificate Principal Balance

43

Initial Notional Amount

43

Insurance Proceeds

43

Insured NIM Notes

43

Interest Determination Date

43

Interest Distribution Amount

43

Interest Remittance Amount

43

Late Collections

43

LIBOR

43

LIBOR Business Day

44

Liquidated Mortgage Loan

44

Liquidation Event

44

Liquidation Proceeds

44

Loan Group

44

Loan Group I

44

Loan Group II

45

Loan‑to‑Value Ratio

45

Lost Note Affidavit

45

Maximum Cap Rate

45

Maximum ZZ Uncertificated Accrued Interest Deferral Amount

46

Maximum Mortgage Rate

46

MERS

46

MERS Loan

46

MERS® System

46

Mezzanine Certificates

46

MIN

47

Minimum Mortgage Rate

47

MOM Loan

47

Monthly Interest Distributable Amount

47

Monthly Payment

47

Moody’s

47

Mortgage

47

Mortgage File

47

Mortgage Loan

48

Mortgage Loan Purchase Agreement

48

Mortgage Loan Schedule

48

Mortgage Note

50

Mortgage Pool

50

Mortgage Pool Assets

50

Mortgage Rate

51

Mortgaged Property

51

Mortgagor

51

Net Counterparty Payment

51

Net Liquidation Proceeds

51

Net Monthly Excess Cashflow

51

Net Mortgage Rate

52

Net Prepayment Interest Shortfall

52

Net Swap Payment

52

Net WAC Rate

52

Net WAC Rate Carryover Amount

53

New Lease

53

NIM Notes

53

NIMS Insurer

53

NIMS Insurer Default

53

NIMS Issuer

53

Nonrecoverable Advance

53

Notice Addresses

53

Notional Amount

54

OTS

54

Officer’s Certificate

54

Opinion of Counsel

54

Optional Termination Date

54

Original Class Certificate Principal Balance

54

Original Class Notional Amount

55

Original Trust Agreement

55

Origination Value

55

Other NIM Notes

55

Overcollateralization Deficiency Amount

55

Overcollateralization Floor

55

Overcollateralization Target Amount

55

Overcollateralized Amount

55

Ownership Interest

55

Pass-Through Entity

56

Pass-Through Rate

56

Paying Agent

56

Payoff

56

Percentage Interest

56

Periodic Rate Cap

56

Permitted Transferee

56

Person

57

Plan

57

Preference Claim

57

Prepayment Charge

57

Prepayment Charge Schedule

57

Prepayment Interest Excess

57

Prepayment Interest Shortfall

58

Prepayment Period

58

Prime Rate

58

Principal Balance

58

Principal Distribution Amount

58

Principal Prepayment

58

Principal Remittance Amount

59

Rate Change Date

59

Rating Agency or Rating Agencies

59

Rating Agency or Rating Agencies

59

Realized Loss

59

Record Date

63

Recording Documents

63

Reference Banks

63

Refinanced Mortgage Loan

64

Regular Certificates

64

Regular Interest

64

Regulation AB

64

Relief Act

64

Relief Act Interest Shortfall

64

Remaining Principal Distribution Amount

64

REMIC I

64

REMIC I Available Distribution Amount

64

REMIC I Distribution Amount

65

REMIC 1 Group I Regular Interests

67

REMIC 1 Group II Regular Interests

67

REMIC 1 Regular Interest

67

REMIC II

67

REMIC II Available Distribution Amount

67

REMIC II Distribution Amount

67

REMIC II Interest Loss Allocation Amount

69

REMIC II Overcollateralized Amount

69

REMIC II Overcollateralization Target Amount

69

REMIC II Principal Loss Allocation Amount

69

REMIC II Regular Interest

69

REMIC III

69

REMIC III Available Distribution Amount

70

REMIC III Distribution Amount

70

REMIC III Regular Interests

77

REMIC IV

77

REMIC IV Available Distribution Amount

78

REMIC IV Distribution Amount

78

REMIC IV Regular Interest

78

REMIC V

78

REMIC V Available Distribution Amount

78

REMIC V Distribution Amount

78

REMIC VI

78

REMIC VI Available Distribution Amount

78

REMIC VI Distribution Amount

78

REMIC

78

REMIC Net WAC Rate

79

REMIC Provisions

79

REMIC Regular Interests

79

Remittance Report

79

Rents from Real Property

79

REO Account

79

REO Disposition

79

REO Imputed Interest

79

REO Principal Amortization

79

REO Property

80

Replacement Payment

80

Purchase Price

80

Reserve Fund

80

Reserve Interest Rate

80

Residential Dwelling

81

Residual Certificates

81

Residual Interest

81

Residual NIM Holder

81

Responsible Officer

81

S&P

81

Secretary of State

81

Securities Act

81

Seller

81

Servicer

81

Servicer Prepayment Charge Payment Amount

81

Servicer Remittance Date

82

Servicing Account

82

Servicing Advances

82

Servicing Fee

82

Servicing Fee Rate

82

Servicing Officer

82

Stated Principal Balance

82

Statutory Trust Statute

83

Stayed Funds

83

Stepdown Date

83

Subordinated Net WAC Rate

83

Sub‑Servicer

83

Sub‑Servicing Account

83

Sub‑Servicing Agreement

83

Subsequent Recoveries

83

Qualified Substitute Mortgage Loan

83

Substitution Adjustments

84

Supplemental Interest Account

84

Supplemental Interest Trust

84

Supplemental Interest Trust Trustee

84

Swap Agreement

84

Swap Counterparty

84

Swap Default

84

Swap Event of Default

84

Swap LIBOR

84

Swap Notional Amount

84

Swap Payment

84

Swap Rate

84

Swap Termination Payment

84

Tax Matters Person

84

Telerate Page 3750

85

Termination Event

85

Termination Date

85

Termination Payment

85

Termination Price

85

Terminator

85

Transfer

85

Transferee Affidavit and Agreement

85

Transferee

85

Transferor

86

Trigger Event

86

Trust

86

Trust Fund

86

Trust REMIC

86

Trustee

86

Trustee Fee

86

Trustee Fee Rate

86

Uncertificated Notional Amount

86

Undercollateralized Amount

88

Uninsured Cause

88

Unpaid Interest Shortfall Amount

88

U.S. Person

88

USD-LIBOR-BBA

88

Value

88

Voting Rights

89

  

Section 1.02

Accounting.

89

Section 1.03

Allocation of Certain Interest Shortfalls.

89

Section 1.04

Rights of the NIMS Insurer.

90

ARTICLE II

Creation of the Trust; Conveyance of the Mortgage Pool Assets, REMIC I Regular Interests, REMIC II Regular Interests and REMIC III Regular Interests; REMIC Election and Designations; Original Issuance of Certificates

91

Section 2.01

Creation of the Trust

91

Section 2.02

Restrictions on Activities of the Trust

92

Section 2.03

Separateness Requirements

92

Section 2.04

Conveyance of Mortgage Pool Assets; Security Interest

94

Section 2.05

Delivery of Mortgage Files

95

Section 2.06

REMIC Election for REMIC I

96

Section 2.07

Acceptance by Trustee

97

Section 2.08

Representation and Warranty of the Company Concerning the Mortgage Loans

98

Section 2.09

Representations and Warranties of the Seller Concerning the Mortgage Loans

102

Section 2.10

Additional Provisions Relating to Repurchases of and Substitutions for Mortgage Loans by the Company or the Seller

103

Section 2.11

Acknowledgment of Transfer of Mortgage Pool Assets

103

Section 2.12

Conveyance of REMIC II Assets; Security Interest

104

Section 2.13

REMIC Election for REMIC II

104

Section 2.14

Acknowledgement of Transfer of REMIC I Regular Interests

106

Section 2.15

Conveyance of REMIC II Regular Interests; Security Interest

106

Section 2.16

REMIC Election for REMIC III

107

Section 2.17

Acknowledgement of Transfer of REMIC II Regular Interests

108

Section 2.18

Conveyance of Class L3-C Regular Interest

108

Section 2.19

REMIC Election for REMIC IV

109

Section 2.20

Acknowledgement of Transfer of Class L3-C Regular Interest

110

Section 2.21

Conveyance of Class L3-P Regular Interest.

110

Section 2.22

REMIC Election for REMIC V

111

Section 2.23

Acknowledgement of Transfer of Class L3-P Regular Interest

112

Section 2.24

Conveyance of Class L3-SW Regular Interest.

112

Section 2.25

REMIC Election for REMIC VI

113

Section 2.26

Acknowledgement of Transfer of Class L3-SW Regular Interest

114

Section 2.27

Legal Title

115

Section 2.28

Compliance with ERISA Requirements

115

Section 2.29

Additional Representation Concerning the Mortgage Loans

115

Section 2.30

Section 2.30 No Other Interests

115

ARTICLE III

Administration and Servicing of the Mortgage Loans

115

Section 3.01

The Servicer.

115

Section 3.02

Sub‑Servicing Agreements Between the Servicer and Sub‑Servicers.

118

Section 3.03

Successor Sub‑Servicers

119

Section 3.04

Liability of the Servicer

119

Section 3.05

No Contractual Relationship Between Sub‑Servicers and the NIMS Insurer, the Trustee or Certificateholders

119

Section 3.06

Assumption or Termination of Sub‑Servicing Agreements by Trustee

120

Section 3.07

Collection of Certain Mortgage Loan Payments

120

Section 3.08

Sub‑Servicing Accounts

121

Section 3.09

Collection of Taxes, Assessments and Similar Items; Servicing Accounts

121

Section 3.10

Collection Account and Distribution Account.

122

Section 3.11

Permitted Withdrawals from the Collection Account and Distribution Account.

124

Section 3.12

Investment Accounts; Eligible Investments.

126

Section 3.13

[Reserved].

127

Section 3.14

Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage.

128

Section 3.15

Enforcement of Due‑On‑Sale Clauses; Assumption Agreements

129

Section 3.16

Realization Upon Defaulted Mortgage Loans.

130

Section 3.17

Trustee to Cooperate; Release of Mortgage Files.

133

Section 3.18

Servicing Compensation

134

Section 3.19

Reports to the Trustee; Collection Account Statements

134

Section 3.20

Reports on Assessment of Compliance with Servicing Criteria and Servicing Compliance Statements

135

Section 3.21

Access to Certain Documentation and Information Regarding the Mortgage Loans

136

Section 3.22

Reserve Fund

136

Section 3.23

Title, Management and Disposition of REO Property.

137

Section 3.24

Obligations of the Servicer in Respect of Prepayment Interest Shortfalls

140

Section 3.25

Obligations of the Servicer in Respect of Mortgage Rates and Monthly Payments

141

Section 3.26

[Reserved].

141

Section 3.27

Swap Agreement

141

Section 3.28

Replacement Swap Agreement.

141

Section 3.29

Assigned Prepayment Charges.

142

ARTICLE IV

Flow of Funds

143

Section 4.01

Distributions to Holders of REMIC I Regular Interests and Class R-1 Residual Interest.

143

Section 4.02

Advances; Remittance Reports.

144

Section 4.03

Nonrecoverable Advances

145

Section 4.04

Distributions to Holders of REMIC II Regular Interests and Class R-2 Residual Interest.

145

Section 4.05

Distributions to Holders of Certificates, REMIC III Regular Interests, and Class R-3 Interests.

146

Section 4.06

Statements.

151

Section 4.07

Compliance with Withholding Requirements

155

Section 4.08

Commission Reporting.

155

Section 4.09

Supplemental Interest Trust.

157

Section 4.10

Preference Claims

158

ARTICLE V

The Certificates

159

Section 5.01

The Certificates.

159

Section 5.02

Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized Denominations

166

Section 5.03

Registration of Transfer and Exchange of Certificates

167

Section 5.04

Mutilated, Destroyed, Lost or Stolen Certificates

167

Section 5.05

Persons Deemed Owners

168

Section 5.06

[Reserved.].

168

Section 5.07

Book-Entry for Book-Entry Certificates

168

Section 5.08

Notices to Clearing Agency

169

Section 5.09

Definitive Certificates

169

Section 5.10

Office for Transfer of Certificates

170

Section 5.11

Nature of Certificates

170

ARTICLE VI

The Company and the Servicer

170

Section 6.01

Liability of the Company and the Servicer

170

Section 6.02

Merger or Consolidation of the Company or the Servicer

170

Section 6.03

Limitation on Liability of the Company, the Servicer and Others

170

Section 6.04

Neither the Company nor the Servicer May Resign

171

Section 6.05

Trustee Access

171

ARTICLE VII

Default

172

Section 7.01

Events of Default.

172

Section 7.02

Trustee to Act; Appointment of Successor.

174

Section 7.03

Notification to Certificateholders.

176

Section 7.04

Waiver of Servicer Events of Default

176

ARTICLE VIII

Concerning the Trustees

177

Section 8.01

Duties of Trustees.

177

Section 8.02

Certain Matters Affecting the Trustees

178

Section 8.03

Trustees Not Liable for Certificates or Mortgage Loans

179

Section 8.04

Trustees May Own Certificates

180

Section 8.05

Trustees’ Fees and Expenses

180

Section 8.06

Eligibility Requirements for Trustees

180

Section 8.07

Resignation and Removal of Trustees

181

Section 8.08

Successor Trustee

181

Section 8.09

Merger or Consolidation of Trustee

182

Section 8.10

Appointment of Co-Trustee or Separate Trustee

182

Section 8.11

Authenticating Agents

183

Section 8.12

Paying Agents

184

Section 8.13

Duties of Delaware Trustee.

185

Section 8.14

Amendment to Certificate of Trust

185

Section 8.15

[Reserved]

185

Section 8.16

Trustees Act on Behalf of Trust

185

Section 8.17

Limitation of Liability

186

Section 8.18

Trustee Report on Assessment of Compliance with Servicing Criteria

186

ARTICLE IX

Termination

186

Section 9.01

Termination Upon Purchase by the Servicer or Liquidation of All Mortgage Loans.

186

Section 9.02

Additional Termination Requirements.

189

Section 9.03

Trust Irrevocable

190

Section 9.04

Termination of the Supplemental Interest Trust.

190

ARTICLE X

Miscellaneous Provisions

190

Section 10.01

Amendment.

190

Section 10.02

Recordation of Agreement

192

Section 10.03

Limitation on Rights of Certificateholders

193

Section 10.04

Access to List of Certificateholders

193

Section 10.05

Governing Law

194

Section 10.06

Notices

194

Section 10.07

Compliance With Regulation AB

194

Section 10.08

Severability of Provisions

195

Section 10.09

Counterpart Signatures

195

Section 10.10

Benefits of Agreement

195

Section 10.11

Notices and Copies to Rating Agencies.

195

Section 10.12

Covenant Not to Place Trust Into Bankruptcy

196

Section 10.13

Covenant Not to Place Company Into Bankruptcy

196

Section 10.14

Third-Party Beneficiaries.

196

 


 

Exhibit A

Form of Certificates (other than Residual Certificates)

Exhibit B

Form of Certificates

Exhibit C

Form of Lost Note Affidavit

Exhibit D

Mortgage Loan Schedule

Exhibit E

Form of Swap Agreement

Exhibit F

Form of Residual NIM Holder Certificate

Exhibit G

Form of Mortgage Loan Assignment Agreement

Exhibit H

Form of Additional Matter Incorporated Into the Form of the Certificates

Exhibit I

Transferor Certificate For Residual Certificates

Exhibit J

Transferee Affidavit And Agreement For Residual Certificates

Exhibit K

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

Exhibit L

Form of Investment Letter

Exhibit M

Form of Trustee’s Certification Pursuant to Section 2.07

Exhibit N

Form of Transferor Certificate

Exhibit O

Form of ERISA Representation

Exhibit P

Form of Trustee Certification

Exhibit Q

From of Class B Certificate Transfer Certificate

Exhibit R

Form of Class B Certificate Transfer Certificate

 



 

This Pooling and Servicing Agreement, dated as of October 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 acquire the REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest.  Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 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 II Regular Interests and the Class R-2 Residual Interest.  Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class P Certificates and the Class C Certificates), the Class L3-C Regular Interest, the Class L3-P Regular Interest, the Class L3-SW Regular Interest, and the Class R-3 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC II Regular Interests and will be the owner of those Certificates and Regular and Residual Interests.  Thereafter on the Closing Date, the Company will acquire the Class C Certificates and the Class R-4 Residual Interest as consideration for its transfer to the Trust of the Class L3-C Regular Interest and will be the owner of the Class C Certificates and the Class R-4 Residual Interest.  Thereafter on the Closing Date, the Company will acquire the Class P Certificates and the Class R-5 Residual Interest as consideration for its transfer to the Trust of the Class L3-P Regular Interest and will be the owner of the Class P Certificates and the Class R-5 Residual Interest.  Thereafter on the Closing Date, the Company will acquire the Class L6-SW Regular Interest and the Class R-6 Residual Interest as consideration for its transfer to the Trust of the Class L3-SW Regular Interest and will be the owner of the Class L6-SW Regular Interest and the Class R-6 Residual Interest.  The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust of the REMIC I Regular Interests, (iv) the issuance to the Company of the REMIC II Regular Interests and the Class R-2 Residual Interest representing in the aggregate the entire beneficial interest in REMIC II, (v) the conveyance to the Trust of the REMIC II Regular Interests, (vi) the issuance to the Company of the Certificates (other than the Class C and Class P Certificates), the Class L3-C Regular Interest, the Class L3-P Regular Interest, the Class L3-SW Regular Interest, and the Class R-3 Residual Interest, representing in the aggregate the entire beneficial interest in REMIC III, (vii) the conveyance to the Trust of the Class L3-C Regular Interest, (viii) the issuance to the Company of the Class C Certificates and the Class R-4 Residual Interest, representing in the aggregate the entire beneficial interest in REMIC IV, (ix) the conveyance to the Trust of the Class L3-P Regular Interest, (x) the issuance to the Company of the Class P Certificates and the Class R-5 Residual Interest, representing in the aggregate the entire beneficial interest in REMIC V, (xi) the conveyance to the Trust of the Class L3-SW Regular Interest, (x) the issuance to the Company of the L6-SW Regular Interest and the Class R-6 Residual Interest, representing in the aggregate the entire beneficial interest in REMIC VI.  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 Class B Certificates, the Class C Certificates, the Class P Certificates and the Residual Certificates, have been offered for sale pursuant to a Prospectus, dated January 6, 2006, and a Prospectus Supplement, dated October 26, 2006, of the Company (together, the “ Prospectus ”). The Trust created hereunder is the “Trust” described in the Prospectus and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate or Pass-Through Rate, initial Class Principal Balance, initial Certificate Principal Balance and Assumed Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the Class L6-SW Regular Interest, the Certificates and the Residual Interests:



REMIC I Interests

Class Designation for each Class of REMIC I Regular Interests and the Class R-1 Residual Interest

Type of Interest

Certificate Interest
Rate

Initial Class
Principal
Balance

Rate Change Date

Assumed
Final Maturity Date(1)

Class L1-Y-X

Regular

Variable (2)

$26,262,727.23

 

September 2036

Class L1-Y-1A

Regular

Variable (3)

533,185.16

December 2006

September 2036

Class L1-Y-1B

Regular

Variable (4)

533,185.16

 

September 2036

Class L1-Y-2A

Regular

Variable (3)

597,477.64

January 2007

September 2036

Class L1-Y-2B

Regular

Variable (4)

597,477.64

 

September 2036

Class L1-Y-3A

Regular

Variable (3)

687,808.41

February 2007

September 2036

Class L1-Y-3B

Regular

Variable (4)

687,808.41

 

September 2036

Class L1-Y-4A

Regular

Variable (3)

776,986.29

March 2007

September 2036

Class L1-Y-4B

Regular

Variable (4)

776,986.29

 

September 2036

Class L1-Y-5A

Regular

Variable (3)

192,874.90

April 2007

September 2036

Class L1-Y-5B

Regular

Variable (4)

192,874.90

 

September 2036

Class L1-Y-6A

Regular

Variable (3)

300,518.61

May 2007

September 2036

Class L1-Y-6B

Regular

Variable (4)

300,518.61

 

September 2036

Class L1-Y-7A

Regular

Variable (3)

443,532.79

June 2007

September 2036

Class L1-Y-7B

Regular

Variable (4)

443,532.79

 

September 2036

Class L1-Y-8A

Regular

Variable (3)

586,901.61

July 2007

September 2036

Class L1-Y-8B

Regular

Variable (4)

586,901.61

 

September 2036

Class L1-Y-9A

Regular

Variable (3)

750,502.39

August 2007

September 2036

Class L1-Y-9B

Regular

Variable (4)

750,502.39

 

September 2036

Class L1-Y-10A

Regular

Variable (3)

1,883,798.02

September 2007

September 2036

Class L1-Y-10B

Regular

Variable (4)

1,883,798.02

 

September 2036

Class L1-Y-11A

Regular

Variable (3)

2,410,629.54

October 2007

September 2036

Class L1-Y-11B

Regular

Variable (4)

2,410,629.54

 

September 2036

Class L1-Y-12A

Regular

Variable (3)

2,274,083.22

November 2007

September 2036

Class L1-Y-12B

Regular

Variable (4)

2,274,083.22

 

September 2036

Class L1-Y-13A

Regular

Variable (3)

2,147,306.02

December 2007

September 2036

Class L1-Y-13B

Regular

Variable (4)

2,147,306.02

 

September 2036

Class L1-Y-14A

Regular

Variable (3)

1,982,717.16

January 2008

September 2036

Class L1-Y-14B

Regular

Variable (4)

1,982,717.16

 

September 2036

Class L1-Y-15A

Regular

Variable (3)

1,821,131.89

February 2008

September 2036

Class L1-Y-15B

Regular

Variable (4)

1,821,131.89

 

September 2036

Class L1-Y-16A

Regular

Variable (3)

1,713,256.43

March 2008

September 2036

Class L1-Y-16B

Regular

Variable (4)

1,713,256.43

 

September 2036

Class L1-Y-17A

Regular

Variable (3)

1,592,528.04

April 2008

September 2036

Class L1-Y-17B

Regular

Variable (4)

1,592,528.04

 

September 2036

Class L1-Y-18A

Regular

Variable (3)

1,505,272.65

May 2008

September 2036

Class L1-Y-18B

Regular

Variable (4)

1,505,272.65

 

September 2036

Class L1-Y-19A

Regular

Variable (3)

2,372,132.85

June 2008

September 2036