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EXHIBIT 4.1





 



 



LONG
BEACH SECURITIES CORP.,



 



 



WASHINGTON MUTUAL BANK,



Seller and Servicer




 




 




DEUTSCHE BANK NATIONAL TRUST COMPANY,



Trustee




 



 



DEUTSCHE BANK TRUST COMPANY DELAWARE,



 



POOLING AND SERVICING AGREEMENT



Dated
as of December 1, 2006



 



______________________________




 



Long
Beach Mortgage Loan Trust 2006‐11



 



Asset‐Backed Certificates, Series 2006‐11




 























 



TABLE OF CONTENTS



	
 

	
 

	
Page


	
ARTICLE I

	
DEFINITIONS

	
12


	
Section 1.01

	
Defined Terms.

	
12


	
Section 1.02

	
Accounting.

	
71


	
Section 1.03

	
Allocation of Certain Interest
Shortfalls.

	
71


	
Section 1.04

	
Rights of the NIMS Insurer.

	
72


	
ARTICLE II

	
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE
OF CERTIFICATES

	
73


	
Section 2.01

	
Conveyance of Mortgage
Loans.

	
73


	
Section 2.02

	
Acceptance of REMIC 1 by the
Trustee.

	
76


	
Section 2.03

	
Cure, Repurchase or
Substitution of Mortgage Loans by the Seller; Remedies for Breaches
by Depositor or Servicer; Remedies for Breaches Relating to
Prepayment Charges.

	
77


	
Section 2.04

	
Representations, Warranties and
Covenants of the Servicer.

	
81


	
Section 2.05

	
Representations and Warranties
of the Depositor.

	
83


	
Section 2.06

	
Issuance of Certificates.

	
85


	
Section 2.07

	
Reserved.

	
85


	
Section 2.08

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

	
85


	
Section 2.09

	
Creation of the Trust.

	
88


	
Section 2.10

	
Restrictions on Activities of
the Trust.

	
89


	
Section 2.11

	
Separateness Requirements.

	
89


	
ARTICLE III

	
ADMINISTRATION AND SERVICING OF THE MORTGAGE
LOANS

	
91


	
Section 3.01

	
Servicer to Act as
Servicer.

	
91


	
Section 3.02

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

	
93


	
Section 3.03

	
Successor
Sub‐Servicers.

	
94


	
Section 3.04

	
Liability of the Servicer.

	
95


	
Section 3.05

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

	
95


	
Section 3.06

	
Assumption or Termination of
Sub‐Servicing Agreements by Trustee.

	
95


	
Section 3.07

	
Collection of Certain Mortgage
Loan Payments.

	
96


	
Section 3.08

	
Sub‐Servicing
Accounts.

	
96


	
Section 3.09

	
Collection of Taxes,
Assessments and Similar Items; Servicing Accounts.

	
97


	
Section 3.10

	
Collection Account and
Distribution Account.

	
98


	
Section 3.11

	
Withdrawals from the Collection
Account and Distribution Account.

	
100


	
Section 3.12

	
Investment of Funds in the
Collection Account and the Distribution Account.

	
102


	
Section 3.13

	
Reserved.

	
103


	
Section 3.14

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

	
103


	
Section 3.15

	
Enforcement of
Due‐On‐Sale Clauses; Assumption Agreements.

	
105


	
Section 3.16

	
Realization Upon Defaulted
Mortgage Loans.

	
106


	
Section 3.17

	
Trustee to Cooperate; Release
of Mortgage Files.

	
109


	
Section 3.18

	
Servicing Compensation.

	
110


	
Section 3.19

	
Reports to the Trustee;
Collection Account Statements.

	
110


	
Section 3.20

	
Annual Statement as to
Compliance.

	
111


	
Section 3.21

	
Assessments of Compliance and
Attestation Reports.

	
111


	
Section 3.22

	
Access to Certain
Documentation.

	
113


	
Section 3.23

	
Title, Management and
Disposition of REO Property.

	
113


	
Section 3.24

	
Obligations of the Servicer in
Respect of Prepayment Interest Shortfalls.

	
116


	
Section 3.25

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

	
116


	
Section 3.26

	
Reserve Fund.

	
117


	
Section 3.27

	
Advance Facility.

	
118


	
Section 3.28

	
PMI Policy; Claims Under the
PMI Policy

	
119


	
Section 3.29

	
Swap Agreement.

	
119


	
Section 3.30

	
Replacement Swap Agreement.

	
120


	
ARTICLE IV

	
FLOW OF FUNDS

	
120


	
Section 4.01

	
Distributions.

	
120


	
Section 4.02

	
Preference Claims.

	
138


	
Section 4.03

	
Statements.

	
139


	
Section 4.04

	
Remittance Reports;
Advances.

	
143


	
Section 4.05

	
Distributions on the REMIC
Regular Interests.

	
144


	
Section 4.06

	
Allocation of Realized
Losses.

	
147


	
Section 4.07

	
Compliance with Withholding
Requirements.

	
151


	
Section 4.08

	
Commission Reporting.

	
151


	
Section 4.09

	
Supplemental Interest
Trust.

	
154


	
Section 4.10

	
Final Maturity Reserve
Trust.

	
156


	
Section 4.11

	
Intention of the Parties and
Interpretation.

	
157


	
ARTICLE V

	
THE CERTIFICATES

	
157


	
Section 5.01

	
The Certificates.

	
157


	
Section 5.02

	
Registration of Transfer and
Exchange of Certificates.

	
159


	
Section 5.03

	
Mutilated, Destroyed, Lost or
Stolen Certificates.

	
165


	
Section 5.04

	
Persons Deemed Owners.

	
165


	
ARTICLE VI

	
THE SERVICER AND THE DEPOSITOR

	
165


	
Section 6.01

	
Liability of the Servicer and
the Depositor.

	
165


	
Section 6.02

	
Merger or Consolidation of the
Depositor or the Servicer.

	
166


	
Section 6.03

	
Limitation on Liability of the
Depositor, the Servicer and Others.

	
166


	
Section 6.04

	
Limitation on Resignation of
Servicer.

	
167


	
Section 6.05

	
Rights of the Depositor, the
NIMS Insurer and the Trustee in Respect of the Servicer.

	
168


	
ARTICLE VII

	
DEFAULT

	
168


	
Section 7.01

	
Servicer Events of Default.

	
168


	
Section 7.02

	
Trustee to Act; Appointment of
Successor.

	
171


	
Section 7.03

	
Notification to
Certificateholders.

	
173


	
Section 7.04

	
Waiver of Servicer Events of
Default.

	
173


	
ARTICLE VIII

	
THE TRUSTEE

	
173


	
Section 8.01

	
Duties of Trustees.

	
173


	
Section 8.02

	
Certain Matters Affecting the
Trustees.

	
174


	
Section 8.03

	
Trustees Not Liable for
Certificates or Mortgage Loans.

	
176


	
Section 8.04

	
Trustees May Own
Certificates.

	
177


	
Section 8.05

	
Trustees’ Fees and
Expenses.

	
177


	
Section 8.06

	
Eligibility Requirements for
Trustees.

	
178


	
Section 8.07

	
Resignation or Removal of
Trustees.

	
178


	
Section 8.08

	
Successor Trustees.

	
179


	
Section 8.09

	
Merger or Consolidation of
Trustees.

	
180


	
Section 8.10

	
Appointment of Co‐Trustee
or Separate Trustee.

	
180


	
Section 8.11

	
Appointment of Custodians.

	
181


	
Section 8.12

	
Appointment of Office or
Agency.

	
182


	
Section 8.13

	
Representations and Warranties
of the Trustee.

	
182


	
Section 8.14

	
Duties of Delaware Trustee.

	
183


	
Section 8.15

	
Amendment to Certificate of
Trust.

	
183


	
Section 8.16

	
Trustees Act on Behalf of
Trust.

	
183


	
ARTICLE IX

	
TERMINATION

	
183


	
Section 9.01

	
Termination Upon Purchase or
Liquidation of All Mortgage Loans.

	
183


	
Section 9.02

	
Additional Termination
Requirements.

	
186


	
Section 9.03

	
Termination of the Supplemental
Interest Trust and the Final Maturity Reserve Trust.

	
187


	
ARTICLE X

	
REMIC PROVISIONS

	
187


	
Section 10.01

	
REMIC Administration.

	
187


	
Section 10.02

	
Prohibited Transactions and
Activities.

	
191


	
Section 10.03

	
Trustee, Servicer and Depositor
Indemnification.

	
192


	
ARTICLE XI

	
MISCELLANEOUS PROVISIONS

	
192


	
Section 11.01

	
Amendment.

	
192


	
Section 11.02

	
Recordation of Agreement;
Counterparts.

	
194


	
Section 11.03

	
Limitation on Rights of
Certificateholders.

	
194


	
Section 11.04

	
Governing Law;
Jurisdiction.

	
195


	
Section 11.05

	
Notices.

	
195


	
Section 11.06

	
Severability of Provisions.

	
196


	
Section 11.07

	
Notice to the Rating Agencies,
the Swap Counterparty and the NIMS Insurer.

	
196


	
Section 11.08

	
Article and
Section References.

	
197


	
Section 11.09

	
Third-Party Beneficiaries.

	
197


	
Section 11.10

	
Grant of Security Interest.

	
198










 
 
Exhibits



 


Exhibit
A‐1            
Form of Senior Certificates


Exhibit
A‐2            
Form of Subordinate Certificates


Exhibit
A‐3            
Form of Class C Certificates


Exhibit
A‐4            
Form of Class P Certificates


Exhibit
A‐5            
Form of Residual Certificates


Exhibit
A‐6            
Form of Reverse of Certificates


Exhibit
B               
Form of Swap Agreement


Exhibit
C               
Form of Mortgage Loan Purchase Agreement


Exhibit
D               
Mortgage Loan Schedule


Exhibit
E‐1            
Request for Release (for Trustee/Custodian)


Exhibit
E‐2            
Request for Release (Certificate – Mortgage Loan Paid in
Full)


Exhibit
E-3            
Form of Mortgage Loan Assignment Agreement


Exhibit
F‐1            
Form of Trustee’s Initial Certification


Exhibit
F‐2            
Form of Trustee’s Final Certification


Exhibit
G               
Form of Residual NIM Holder Certificate


Exhibit
H               
Form of Lost Note Affidavit


Exhibit
I                 
Form of ERISA Representation


Exhibit
J-1A          
Form of Class B Certificate Transferor Certificate


Exhibit
J-1B          
Form of Class B Certificate Transferee Certificate


Exhibit
J-2             
Form of Investment Letter


Exhibit
K               
Form of Class R Certificate, Class R‐CX Certificate and

Class R-PX Certificate Transfer Affidavit


Exhibit
L                
Form of Transferor Certificate


Exhibit
M              
[Reserved]


Exhibit
N               
Criteria to be Addressed in Assessment of Compliance


Exhibit
O               
Form 10‐D, Form 8‐K and Form 10‐K Reporting
Responsibility


Exhibit
P                
Form of Trustee Certificate


 


 



Schedules


 



Schedule
I             
Prepayment Charge Schedule


Schedule
II            
Swap Notional Amount Schedule


Schedule
III           
40 Year Loans Final Maturity Schedule


Schedule
IV           PMI
Mortgage Loan Schedule (not applicable)


 


 




















 





This POOLING AND SERVICING AGREEMENT is
dated as of December 1, 2006 (the “Agreement”), among
LONG BEACH SECURITIES CORP., as depositor (the
“Depositor”), WASHINGTON MUTUAL BANK, as seller (the
“Seller”) and servicer (the “Servicer”),
DEUTSCHE BANK NATIONAL TRUST COMPANY, as trustee (the
“Trustee”) and DEUTSCHE BANK TRUST COMPANY DELAWARE, as
Delaware trustee (the “Delaware 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.  The Certificates will
consist of twenty-one classes of certificates, designated as
(i) the Class I-A Certificates, (ii) the Class II-A1
Certificates, (iii) the Class II-A2 Certificates, (iv) the Class
II-A3 Certificates, (v) the Class II‐A4 Certificates, (vi)
the Class M‐1 Certificates, (vii) the Class M-2 Certificates,
(viii) the Class M-3 Certificates, (ix) the Class M‐4
Certificates, (x) the Class M‐5 Certificates, (xi) the Class
M‐6 Certificates, (xii) the Class M‐7 Certificates,
(xiii) the Class M‐8 Certificates, (xiv) the Class M‐9
Certificates, (xv) the Class B-1 Certificates, (xvi) the Class
B‐2 Certificates, (xvii) the Class C Certificates, (xviii)
the Class P Certificates, (xix) the Class R Certificates, (xx)
the Class R‐CX Certificates and (xxi) the Class R‐PX
Certificates. 


 





















REMIC 1


 


As provided herein, the Trustee shall make
an election to treat the segregated pool of assets consisting of
the Mortgage Loans and certain other related assets subject to this
Agreement (exclusive of the Reserve Fund, the Supplemental Interest
Trust, the Final Maturity Reserve Trust and the Servicer Prepayment
Charge Payment Amounts) 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 shall
represent the sole class of “residual interests” in
REMIC 1 for purposes of the REMIC Provisions (as defined herein)
under federal income tax law.  The following table irrevocably
sets forth the designation, the Uncertificated REMIC 1
Pass‐Through Rate, the initial Uncertificated Principal
Balance, and solely 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.  None of the REMIC 1 Regular Interests will be
certificated.


 



	

Designation

	

Initial Uncertificated  Principal Balance

	

Uncertificated REMIC 1  Pass‐Through Rate

	

Rate Change

 
 Date

	

Assumed Final

 Maturity Date1


	

IX3

	

$92,823,506.06

	

Variable2

	
N/A

	

January 2047


	

I-1-A

	

1,739,223.81

	

Variable2

	
February 2007

	
January 2047


	

I-1-B

	

1,739,223.81

	

Variable2

	
 

	
January 2047


	

I-2-A

	

2,235,625.19

	

Variable2

	
March 2007

	
January 2047


	

I-2-B

	

2,235,625.19

	

Variable2

	
 

	
January 2047


	

I-3-A

	

2,680,324.36

	

Variable2

	
April 2007

	
January 2047


	

I-3-B

	

2,680,324.36

	

Variable2

	
 

	
January 2047


	

I-4-A

	

3,104,440.63

	

Variable2

	
May 2007

	
January 2047


	

I-4-B

	

3,104,440.63

	

Variable2

	
 

	
January 2047


	

I-5-A

	

1,223,764.27

	

Variable2

	
June 2007

	
January 2047


	

I-5-B

	

1,223,764.27

	

Variable2

	
 

	
January 2047


	

I-6-A

	

1,660,292.56

	

Variable2

	
July 2007

	
January 2047


	

I-6-B

	

1,660,292.56

	

Variable2

	
 

	
January 2047


	

I-7-A

	

2,043,171.81

	

Variable2

	
August 2007

	
January 2047


	

I-7-B

	

2,043,171.81

	

Variable2

	
 

	
January 2047


	

I-8-A

	

2,415,450.11

	

Variable2

	
September 2007

	
January 2047


	

I-8-B

	

2,415,450.11

	

Variable2

	
 

	
January 2047


	

I-9-A

	

2,882,557.38

	

Variable2

	
October 2007

	
January 2047


	

I-9-B

	

2,882,557.38

	

Variable2

	
 

	
January 2047


	

I-10-A

	

3,977,590.03

	

Variable2

	
November 2007

	
January 2047


	

I-10-B

	

3,977,590.03

	

Variable2

	
 

	
January 2047


	

I-11-A

	

5,271,281.58

	

Variable2

	
December 2007

	
January 2047


	

I-11-B

	

5,271,281.58

	

Variable2

	
 

	
January 2047


	

I-12-A

	

5,887,026.05

	

Variable2

	
January 2008

	
January 2047


	

I-12-B

	

5,887,026.05

	

Variable2

	
 

	
January 2047


	

I-13-A

	

5,648,354.86

	

Variable2

	
February 2008

	
January 2047


	

I-13-B

	

5,648,354.86

	

Variable2

	
 

	
January 2047


	

I-14-A

	

5,288,836.75

	

Variable2

	
March 2008

	
January 2047


	

I-14-B

	

5,288,836.75

	

Variable2

	
 

	
January 2047


	

I-15-A

	

4,960,751.95

	

Variable2

	
April 2008

	
January 2047


	

I-15-B

	

4,960,751.95

	

Variable2

	
 

	
January 2047


	

I-16-A

	

4,639,687.06

	

Variable2

	
May 2008

	
January 2047


	

I-16-B

	

4,639,687.06

	

Variable2

	
 

	
January 2047


	

I-17-A

	

4,376,384.19

	

Variable2

	
June 2008

	
January 2047


	

I-17-B

	

4,376,384.19

	

Variable2

	
 

	
January 2047


	

I-18-A

	

4,131,061.47

	

Variable2

	
July 2008

	
January 2047


	

I-18-B

	

4,131,061.47

	

Variable2

	
 

	
January 2047


	

I-19-A

	

3,895,266.73

	

Variable2

	
August 2008

	
January 2047


	

I-19-B

	

3,895,266.73

	

Variable2

	
 

	
January 2047


	

I-20-A

	

5,015,232.59

	

Variable2

	
September 2008

	
January 2047


	

I-20-B

	

5,015,232.59

	

Variable2

	
 

	
January 2047


	

I-21-A

	

4,755,505.20

	

Variable2

	
October 2008

	
January 2047


	

I-21-B

	

4,755,505.20

	

Variable2

	
 

	
January 2047


	

I-22-A

	

37,215,428.77

	

Variable2

	
November 2008

	
January 2047


	

I-22-B

	

37,215,428.77

	

Variable2

	
 

	
January 2047


	

I-23-A

	

7,080,936.81

	

Variable2

	
December 2008

	
January 2047


	

I-23-B

	

7,080,936.81

	

Variable2

	
 

	
January 2047


	

I-24-A

	

5,951,715.34

	

Variable2

	
January 2009

	
January 2047


	

I-24-B

	

5,951,715.34

	

Variable2

	
 

	
January 2047


	

I-25-A

	

4,579,979.72

	

Variable2

	
February 2009

	
January 2047


	

I-25-B

	

4,579,979.72

	

Variable2

	
 

	
January 2047


	

I-26-A

	

3,799,992.24

	

Variable2

	
March 2009

	
January 2047


	

I-26-B

	

3,799,992.24

	

Variable2

	
 

	
January 2047


	

I-27-A

	

3,270,599.32

	

Variable2

	
April 2009

	
January 2047


	

I-27-B

	

3,270,599.32

	

Variable2

	
 

	
January 2047


	

I-28-A

	

2,905,243.58

	

Variable2

	
May 2009

	
January 2047


	

I-28-B

	

2,905,243.58

	

Variable2

	
 

	
January 2047


	

I-29-A

	

2,635,759.62

	

Variable2

	
June 2009

	
January 2047


	

I-29-B

	

2,635,759.62

	

Variable2

	
 

	
January 2047


	

I-30-A

	

2,445,034.94

	

Variable2

	
July 2009

	
January 2047


	

I-30-B

	

2,445,034.94

	

Variable2

	
 

	
January 2047


	

I-31-A

	

2,311,627.10

	

Variable2

	
August 2009

	
January 2047


	

I-31-B

	

2,311,627.10

	

Variable2

	
 

	
January 2047


	

I-32-A

	

2,236,256.84

	

Variable2

	
September 
2009

	
January 2047


	

I-32-B

	

2,236,256.84

	

Variable2

	
 

	
January 2047


	

I-33-A

	

2,277,388.76

	

Variable2

	
October  2009

	
January 2047


	

I-33-B

	

2,277,388.76

	

Variable2

	
 

	
January 2047


	

I-34-A

	

3,011,040.53

	

Variable2

	
November 2009

	
January 2047


	

I-34-B

	

3,011,040.53

	

Variable2

	
 

	
January 2047


	

I-35-A

	

130,629.09

	

Variable2

	
December  2009

	
January 2047


	

I-35-B

	

130,629.09

	

Variable2

	
 

	
January 2047


	

I-36-A

	

4,161,682.38

	

Variable2

	
January  2010

	
January 2047


	

I-36-B

	

4,161,682.38

	

Variable2

	
 

	
January 2047


	

I-37-A

	

2,170,987.44

	

Variable2

	
February 2010

	
January 2047


	

I-37-B

	

2,170,987.44

	

Variable2

	
 

	
January 2047


	

I-38-A

	

2,025,412.15

	

Variable2

	
March 2010

	
January 2047


	

I-38-B

	

2,025,412.15

	

Variable2

	
 

	
January 2047


	

I-39-A

	

1,894,196.22

	

Variable2

	
April 2010

	
January 2047


	

I-39-B

	

1,894,196.22

	

Variable2

	
 

	
January 2047


	

I-40-A

	

1,786,230.09

	

Variable2

	
May 2010

	
January 2047


	

I-40-B

	

1,786,230.09

	

Variable2

	
 

	
January 2047


	

I-41-A

	

1,721,337.15

	

Variable2

	
June 2010

	
January 2047


	

I-41-B

	

1,721,337.15

	

Variable2

	
 

	
January 2047


	

I-42-A

	

1,603,212.72

	

Variable2

	
July 2010

	
January 2047


	

I-42-B

	

1,603,212.72

	

Variable2

	
 

	
January 2047


	

I-43-A

	

1,492,798.65

	

Variable2

	
August 2010

	
January 2047


	

I-43-B

	

1,492,798.65

	

Variable2

	
 

	
January 2047


	

I-44-A

	

1,382,857.22

	

Variable2

	
September 2010

	
January 2047


	

I-44-B

	

1,382,857.22

	

Variable2

	
 

	
January 2047


	

I-45-A

	

1,353,841.21

	

Variable2

	
October 2010

	
January 2047


	

I-45-B

	

1,353,841.21

	

Variable2

	
 

	
January 2047


	

I-46-A

	

1,283,552.79

	

Variable2

	
November 2010

	
January 2047


	

I-46-B

	

1,283,552.79

	

Variable2

	
 

	
January 2047


	

I-47-A

	

1,159,612.97

	

Variable2

	
December 2010

	
January 2047


	

I-47-B

	

1,159,612.97

	

Variable2

	
 

	
January 2047


	

I-48-A

	

1,110,324.67

	

Variable2

	
January 2011

	
January 2047


	

I-48-B

	

1,110,324.67

	

Variable2

	
 

	
January 2047


	

I-49-A

	

1,073,311.28

	

Variable2

	
February 2011

	
January 2047


	

I-49-B

	

1,073,311.28

	

Variable2

	
 

	
January 2047


	

I-50-A

	

1,269,264.01

	

Variable2

	
March 2011

	
January 2047


	

I-50-B

	

1,269,264.01

	

Variable2

	
 

	
January 2047


	

I-51-A

	

1,187,716.71

	

Variable2

	
April 2011

	
January 2047


	

I-51-B

	

1,187,716.71

	

Variable2

	
 

	
January 2047


	

I-52-A

	

1,099,495.65

	

Variable2

	
May 2011

	
January 2047


	

I-52-B

	

1,099,495.65

	

Variable2

	
 

	
January 2047


	

I-53-A

	

1,166,804.02

	

Variable2

	
June 2011

	
January 2047


	

I-53-B

	

1,166,804.02

	

Variable2

	
 

	
January 2047


	

I-54-A

	

1,212,689.15

	

Variable2

	
July 2011

	
January 2047


	

I-54-B

	

1,212,689.15

	

Variable2

	
 

	
January 2047


	

I-55-A

	

1,099,081.12

	

Variable2

	
August 2011

	
January 2047


	

I-55-B

	

1,099,081.12

	

Variable2

	
 

	
January 2047


	

I-56-A

	

1,007,203.05

	

Variable2

	
September 2011

	
January 2047


	

I-56-B

	

1,007,203.05

	

Variable2

	
 

	
January 2047


	

I-57-A

	

934,209.15

	

Variable2

	
October 2011

	
January 2047


	

I-57-B

	

934,209.15

	

Variable2

	
 

	
January 2047


	

I-58-A

	

841,542.78

	

Variable2

	
November 2011

	
January 2047


	

I-58-B

	

841,542.78

	

Variable2

	
 

	
January 2047


	

I-59-A

	

14,527,722.56

	

Variable2

	
December 2011

	
January 2047


	

I-59-B

	

14,527,722.56

	

Variable2

	
 

	
January 2047


	

IIX3

	

182,714,938.52

	

Variable2

	
N/A

	
January 2047


	

II-1-A

	

3,423,509.69

	

Variable2

	
February 2007

	
January 2047


	

II-1-B

	

3,423,509.69

	

Variable2

	
 

	
January 2047


	

II-2-A

	

4,400,632.31

	

Variable2

	
March 2007

	
January 2047


	

II-2-B

	

4,400,632.31

	

Variable2

	
 

	
January 2047


	

II-3-A

	

5,275,983.64

	

Variable2

	
April 2007

	
January 2047


	

II-3-B

	

5,275,983.64

	

Variable2

	
 

	
January 2047


	

II-4-A

	

6,110,819.37

	

Variable2

	
May 2007

	
January 2047


	

II-4-B

	

6,110,819.37

	

Variable2

	
 

	
January 2047


	

II-5-A

	

2,408,872.73

	

Variable2

	
June 2007

	
January 2047


	

II-5-B

	

2,408,872.73

	

Variable2

	
 

	
January 2047


	

II-6-A

	

3,268,140.44

	

Variable2

	
July 2007

	
January 2047


	

II-6-B

	

3,268,140.44

	

Variable2

	
 

	
January 2047


	

II-7-A

	

4,021,804.69

	

Variable2

	
August 2007

	
January 2047


	

II-7-B

	

4,021,804.69

	

Variable2

	
 

	
January 2047


	

II-8-A

	

4,754,601.89

	

Variable2

	
September 2007

	
January 2047


	

II-8-B

	

4,754,601.89

	

Variable2

	
 

	
January 2047


	

II-9-A

	

5,674,061.62

	

Variable2

	
October 2007

	
January 2047


	

II-9-B

	

5,674,061.62

	

Variable2

	
 

	
January 2047


	

II-10-A

	

7,829,537.47

	

Variable2

	
November 2007

	
January 2047


	

II-10-B

	

7,829,537.47

	

Variable2

	
 

	
January 2047


	

II-11-A

	

10,376,055.92

	

Variable2

	
December 2007

	
January 2047


	

II-11-B

	

10,376,055.92

	

Variable2

	
 

	
January 2047


	

II-12-A

	

11,588,094.95

	

Variable2

	
January 2008

	
January 2047


	

II-12-B

	

11,588,094.95

	

Variable2

	
 

	
January 2047


	

II-13-A

	

11,118,291.64

	

Variable2

	
February 2008

	
January 2047


	

II-13-B

	

11,118,291.64

	

Variable2

	
 

	
January 2047


	

II-14-A

	

10,410,611.75

	

Variable2

	
March 2008

	
January 2047


	

II-14-B

	

10,410,611.75

	

Variable2

	
 

	
January 2047


	

II-15-A

	

9,764,805.55

	

Variable2

	
April 2008

	
January 2047


	

II-15-B

	

9,764,805.55

	

Variable2

	
 

	
January 2047


	

II-16-A

	

9,132,817.44

	

Variable2

	
May 2008

	
January 2047


	

II-16-B

	

9,132,817.44

	

Variable2

	
 

	
January 2047


	

II-17-A

	

8,614,528.81

	

Variable2

	
June 2008

	
January 2047


	

II-17-B

	

8,614,528.81

	

Variable2

	
 

	
January 2047


	

II-18-A

	

8,131,632.53

	

Variable2

	
July 2008

	
January 2047


	

II-18-B

	

8,131,632.53

	

Variable2

	
 

	
January 2047


	

II-19-A

	

7,667,491.27

	

Variable2

	
August 2008

	
January 2047


	

II-19-B

	

7,667,491.27

	

Variable2

	
 

	
January 2047


	

II-20-A

	

9,872,045.91

	

Variable2

	
September 2008

	
January 2047


	

II-20-B

	

9,872,045.91

	

Variable2

	
 

	
January 2047


	

II-21-A

	

9,360,795.30

	

Variable2

	
October 2008

	
January 2047


	

II-21-B

	

9,360,795.30

	

Variable2

	
 

	
January 2047


	

II-22-A

	

73,255,310.73

	

Variable2

	
November 2008

	
January 2047


	

II-22-B

	

73,255,310.73

	

Variable2

	
 

	
January 2047


	

II-23-A

	

13,938,203.69

	

Variable2

	
December 2008

	
January 2047


	

II-23-B

	

13,938,203.69

	

Variable2

	
 

	
January 2047


	

II-24-A

	

11,715,430.16

	

Variable2

	
January 2009

	
January 2047


	

II-24-B

	

11,715,430.16

	

Variable2

	
 

	
January 2047


	

II-25-A

	

9,015,288.78

	

Variable2

	
February 2009

	
January 2047


	

II-25-B

	

9,015,288.78

	

Variable2

	
 

	
January 2047


	

II-26-A

	

7,479,951.76

	

Variable2

	
March 2009

	
January 2047


	

II-26-B

	

7,479,951.76

	

Variable2

	
 

	
January 2047


	

II-27-A

	

6,437,888.18

	

Variable2

	
April 2009

	
January 2047


	

II-27-B

	

6,437,888.18

	

Variable2

	
 

	
January 2047


	

II-28-A

	

5,718,717.42

	

Variable2

	
May 2009

	
January 2047


	

II-28-B

	

5,718,717.42

	

Variable2

	
 

	
January 2047


	

II-29-A

	

5,188,261.88

	

Variable2

	
June 2009

	
January 2047


	

II-29-B

	

5,188,261.88

	

Variable2

	
 

	
January 2047


	

II-30-A

	

4,812,837.06

	

Variable2

	
July 2009

	
January 2047


	

II-30-B

	

4,812,837.06

	

Variable2

	
 

	
January 2047


	

II-31-A

	

4,550,235.40

	

Variable2

	
August 2009

	
January 2047


	

II-31-B

	

4,550,235.40

	

Variable2

	
 

	
January 2047


	

II-32-A

	

4,401,875.66

	

Variable2

	
September 2009

	
January 2047


	

II-32-B

	

4,401,875.66

	

Variable2

	
 

	
January 2047


	

II-33-A

	

4,482,840.24

	

Variable2

	
October 2009

	
January 2047


	

II-33-B

	

4,482,840.24

	

Variable2

	
 

	
January 2047


	

II-34-A

	

5,926,969.47

	

Variable2

	
November 2009

	
January 2047


	

II-34-B

	

5,926,969.47

	

Variable2

	
 

	
January 2047


	

II-35-A

	

257,131.91

	

Variable2

	
December 2009

	
January 2047


	

II-35-B

	

257,131.91

	

Variable2

	
 

	
January 2047


	

II-36-A

	

8,191,907.12

	

Variable2

	
January 2010

	
January 2047


	

II-36-B

	

8,191,907.12

	

Variable2

	
 

	
January 2047


	

II-37-A

	

4,273,398.56

	

Variable2

	
February 2010

	
January 2047


	

II-37-B

	

4,273,398.56

	

Variable2

	
 

	
January 2047


	

II-38-A

	

3,986,846.35

	

Variable2

	
March 2010

	
January 2047


	

II-38-B

	

3,986,846.35

	

Variable2

	
 

	
January 2047


	

II-39-A

	

3,728,559.28

	

Variable2

	
April 2010

	
January 2047


	

II-39-B

	

3,728,559.28

	

Variable2

	
 

	
January 2047


	

II-40-A

	

3,516,037.41

	

Variable2

	
May 2010

	
January 2047


	

II-40-B

	

3,516,037.41

	

Variable2

	
 

	
January 2047


	

II-41-A

	

3,388,301.35

	

Variable2

	
June 2010

	
January 2047


	

II-41-B

	

3,388,301.35

	

Variable2

	
 

	
January 2047


	

II-42-A

	

3,155,783.78

	

Variable2

	
July 2010

	
January 2047


	

II-42-B

	

3,155,783.78

	

Variable2

	
 

	
January 2047


	

II-43-A

	

2,938,443.35

	

Variable2

	
August 2010

	
January 2047


	

II-43-B

	

2,938,443.35

	

Variable2

	
 

	
January 2047


	

II-44-A

	

2,722,033.28

	

Variable2

	
September 2010

	
January 2047


	

II-44-B

	

2,722,033.28

	

Variable2

	
 

	
January 2047


	

II-45-A

	

2,664,917.79

	

Variable2

	
October 2010

	
January 2047


	

II-45-B

	

2,664,917.79

	

Variable2

	
 

	
January 2047


	

II-46-A

	

2,526,561.21

	

Variable2

	
November 2010

	
January 2047


	

II-46-B

	

2,526,561.21

	

Variable2

	
 

	
January 2047


	

II-47-A

	

2,282,596.53

	

Variable2

	
December 2010

	
January 2047


	

II-47-B

	

2,282,596.53

	

Variable2

	
 

	
January 2047


	

II-48-A

	

2,185,576.83

	

Variable2

	
January 2011

	
January 2047


	

II-48-B

	

2,185,576.83

	

Variable2

	
 

	
January 2047


	

II-49-A

	

2,112,719.22

	

Variable2

	
February 2011

	
January 2047


	

II-49-B

	

2,112,719.22

	

Variable2

	
 

	
January 2047


	

II-50-A

	

2,498,434.99

	

Variable2

	
March 2011

	
January 2047


	

II-50-B

	

2,498,434.99

	

Variable2

	
 

	
January 2047


	

II-51-A

	

2,337,916.29

	

Variable2

	
April 2011

	
January 2047


	

II-51-B

	

2,337,916.29

	

Variable2

	
 

	
January 2047


	

II-52-A

	

2,164,260.85

	

Variable2

	
May 2011

	
January 2047


	

II-52-B

	

2,164,260.85

	

Variable2

	
 

	
January 2047


	

II-53-A

	

2,296,751.48

	

Variable2

	
June 2011

	
January 2047


	

II-53-B

	

2,296,751.48

	

Variable2

	
 

	
January 2047


	

II-54-A

	

2,387,072.35

	

Variable2

	
July 2011

	
January 2047


	

II-54-B

	

2,387,072.35

	

Variable2

	
 

	
January 2047


	

II-55-A

	

2,163,444.88

	

Variable2

	
August 2011

	
January 2047


	

II-55-B

	

2,163,444.88

	

Variable2

	
 

	
January 2047


	

II-56-A

	

1,982,590.95

	

Variable2

	
September 2011

	
January 2047


	

II-56-B

	

1,982,590.95

	

Variable2

	
 

	
January 2047


	

II-57-A

	

1,838,908.85

	

Variable2

	
October 2011

	
January 2047


	

II-57-B

	

1,838,908.85

	

Variable2

	
 

	
January 2047


	

II-58-A

	

1,656,503.22

	

Variable2

	
November 2011

	
January 2047


	

II-58-B

	

1,656,503.22

	

Variable2

	
 

	
January 2047


	

II-59-A

	

28,596,548.94

	

Variable2

	
December 2011

	
January 2047


	

II-59-B

	

28,596,548.94

	

Variable2

	
 

	
January 2047







_________________________



1         
Solely 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” herein.



3       REMIC 1 Regular
Interest IX will be entitled to all prepayment penalties or charges
with respect to the Group I Mortgage Loans; REMIC 1 Regular
Interest IIX will be entitled to all prepayment penalties or
charges with respect to the Group II Mortgage Loans.






















REMIC 2


 


As provided herein, the Trustee shall make
an election to treat the segregated pool of assets consisting of
the REMIC 1 Regular Interests and certain other related assets
subject to this Agreement (exclusive of the Reserve Fund, the
Supplemental Interest Trust, the Final Maturity Reserve Trust and
the Servicer Prepayment Charge Payment Amounts) 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 shall represent the sole class of
“residual interests” in REMIC 2 for purposes of the
REMIC Provisions (as defined herein) under federal income tax
law.  The following table irrevocably sets forth the
designation, the Uncertificated REMIC 2 Pass-Through Rate, the
initial Uncertificated Principal Balance, and solely for purposes
of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC 2
Regular Interests.  None of the REMIC 2 Regular Interests will
be certificated.


 



	

Designation



	

Initial
Uncertificated

 Principal Balance



	

Uncertificated

 REMIC 2

 Pass-Through

 Rate



	

Assumed Final

 Maturity Date1




	
AA

	

$734,999,961.57

	

Variable2

	

January 2047


	
A-IA

	

2,040,235.00

	

Variable2

	

January 2047


	
A-IIA1

	

1,660,570.00

	

Variable2

	

January 2047


	
A-IIA2

	

680,960.00

	

Variable2

	

January 2047


	
A-IIA3

	

1,216,040.00

	

Variable2

	

January 2047


	
A-IIA4

	

457,445.00

	

Variable2

	

January 2047


	
M1

	

243,750.00

	

Variable2

	

January 2047


	
M2

	

221,250.00

	

Variable2

	

January 2047


	
M3

	

138,750.00

	

Variable2

	

January 2047


	
M4

	

123,750.00

	

Variable2

	

January 2047


	
M5

	

116,250.00

	

Variable2

	

January 2047


	
M6

	

112,500.00

	

Variable2

	

January 2047


	
M7

	

97,500.00

	

Variable2

	

January 2047


	
M8

	

56,250.00

	

Variable2

	

January 2047


	
M9

	

60,000.00

	

Variable2

	

January 2047


	
B1

	

41,250.00

	

Variable2

	

January 2047


	
B2

	

75,000.00

	

Variable2

	

January 2047


	
ZZ

	

7,658,499.22

	

Variable2

	

January 2047


	
1GRP

	

50,532.06

	

Variable2

	

January 2047


	
1SUB

	

9,727.36

	

Variable2

	

January 2047


	
2GRP

	

99,467.93

	

Variable2

	

January 2047


	
2SUB

	

19,167.63

	

Variable2

	

January 2047


	
Swap IO

	
N/A3

	

Variable2

	

January 2047


	
FMR IO

	
N/A4

	

Variable2

	

January 2047


	
XX

	
749,821,065.81
	

Variable2

	

January 2047








________________________



1         
Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date in the month following the month
of the maturity date for the Mortgage Loan with the latest maturity
date has been designated as the “latest possible maturity
date” for each REMIC 2 Regular Interest.



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



3         
REMIC 2 Regular Interest Swap IO will not have a principal amount
but will at all times have a notional amount equal to the aggregate
principal amounts of the REMIC 1 Regular Interests with the
designation “A”.



4         
REMIC 2 Regular Interest FMR IO will not have a principal amount
but will at all times have a notional amount equal to the aggregate
principal amounts of all of the REMIC 1 Regular Interests.






















REMIC 3


 


As provided herein, the Trustee shall make
an election to treat the segregated pool of assets consisting of
the REMIC 2 Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets shall be designated as
“REMIC 3.”  The Class R‐3 Interest
represents the sole class of “residual interests” in
REMIC 3 for purposes of the REMIC Provisions.


The following table sets forth (or
describes) the Class designation, Pass-Through Rate and Original
Class Certificate Principal Balance for each Class of Certificates
that represents one or more of the “regular interests”
in REMIC 3 and each class of uncertificated “regular
interests” in REMIC 3:



	


Class Designation



	

Original Class

 Certificate Principal

 Balance



	


Pass-Through

 Rate



	


Assumed Final

 Maturity Date1




	

I‐A

	

$408,047,000.00

	

Variable2

	

January 2047


	

II-A1

	

332,114,000.00

	

Variable2

	

January 2047


	

II-A2

	

136,392,000.00

	

Variable2

	

January 2047


	

II-A3

	

243,208,000.00

	

Variable2

	

January 2047


	

II-A4

	

91,489,000.00

	

Variable2

	

January 2047


	

M‐1

	

48,750,000.00

	

Variable2

	

January 2047


	

M‐2

	

44,250,000.00

	

Variable2

	

January 2047


	

M‐3

	

27,750,000.00

	

Variable2

	

January 2047


	

M‐4

	

24,750,000.00

	

Variable2

	

January 2047


	

M‐5

	

23,250,000.00

	

Variable2

	

January 2047


	

M‐6

	

22,500,000.00

	

Variable2

	

January 2047


	

M‐7

	

19,500,000.00

	

Variable2

	

January 2047


	

M‐8

	

11,250,000.00

	

Variable2

	

January 2047


	

M‐9

	

12,000,000.00

	

Variable2

	

January 2047


	

B-1

	

8,250,000.00

	

Variable2

	

January 2047


	

B-2

	

15,000,000.00

	

Variable2

	

January 2047


	
Swap
IO

	
N/A

	

Variable5

	

January 2047


	
FM
Reserve IO

	
N/A

	

Variable5

	

January 2047


	
Class
C Interest3

	

31,699,821.58

	

Variable2

	

January 2047


	
Class
P Interest

	

$100.00

	
N/A4

	

January 2047







___________________



1         
Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date in the month following the month
of 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 or uncertificated
interests that represents one or more of the “regular
interests” in REMIC 3.



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



3         
The Class C Interest will accrue interest at its variable
Pass-Through Rate on its Notional Amount outstanding from time to
time, which shall equal the aggregate of the Uncertificated
Principal Balances of the REMIC 2 Regular Interests.  The
Class C Interest will not accrue interest on its Uncertificated
Principal Balance.



4         
The Class P Interest will not accrue interest.



5         
The interests designated “Swap IO” and “FM
Reserve IO” will not have principal amounts or interest rates
but will be entitled to 100% of the interest paid on REMIC 2
Regular Interests Swap IO and FMR IO, respectively.  These
interests will not be certificated.





















REMIC CX


 


As provided herein, the Trustee shall make
an election to treat the segregated pool of assets consisting of
the Class C Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as
“REMIC CX.”  The Class R‐CX Interest
shall represent the sole class of “residual interests”
in REMIC CX for purposes of the REMIC Provisions (as defined
herein) under federal income tax law.  The following table
irrevocably sets forth the designation, the Pass‐Through
Rate, initial Uncertificated Principal Balance, and solely for
purposes of satisfying Treasury regulation
Section 1.860G‐1(a)(4)(iii), the “latest possible
maturity date” for each of the REMIC CX Regular
Interests.



	





 Designation



	


Uncertificated REMIC CX

 Pass‐Through Rate



	


Initial Uncertificated

 Principal Balance



	


Assumed Final

 Maturity Date1




	
Class C

	

Variable2

	

$31,699,821.58

	
January
2047








_________________________



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



2       The Class C
Certificates will not accrue interest on their Certificate
Principal Balance.  Instead, the monthly interest due on the
Class C Certificates will be 100% of the interest paid on the Class
C Interest.















REMIC PX


As provided herein, the Trustee shall make
an election to treat the segregated pool of assets consisting of
the Class P Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as
“REMIC PX.”  The Class R‐PX Interest
shall represent the sole class of “residual interests”
in REMIC PX for purposes of the REMIC Provisions (as defined
herein) under federal income tax law.  The following table
irrevocably sets forth the designation, the Pass‐Through
Rate, initial Uncertificated Principal Balance, and solely for
purposes of satisfying Treasury regulation
Section 1.860G‐1(a)(4)(iii), the “latest possible
maturity date” for each of the REMIC PX Regular
Interests.



	


Designation



	


Uncertificated REMIC PX

 Pass‐Through Rate



	


Initial Uncertificated

 Principal Balance



	


Assumed Final

 Maturity Date1




	

Class P

	

N/A2

	

$100.00

	

January 2047








_________________________



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



2       The Class P
Certificates will not accrue interest.



 





















REMIC SwapX


 


As provided herein, the Trustee shall make
an election to treat the segregated pool of assets consisting of
the Class Swap IO Interest as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as
“REMIC SwapX.”  The Class R‐SwapX Interest
shall represent the sole class of “residual interests”
in REMIC SwapX for purposes of the REMIC Provisions (as defined
herein) under federal income tax law.  The following table
irrevocably sets forth the designation, the Pass-Through Rate,
initial Uncertificated Principal Balance, and solely for purposes
of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC
SwapX Regular Interests.



	


Designation



	


Uncertificated REMIC PX

 Pass-Through Rate



	


Initial Uncertificated

 Principal Balance



	


Assumed Final

 Maturity Date1




	

Class Swap IO

	

N/A2

	

$0.00

	
January 2047








_________________________



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



2       The Class Swap IO
Upper-Tier Interest will not accrue interest on its Certificate
Principal Balance.  Instead, the monthly interest due on the
Class Swap IO Upper-Tier Interest will be 100% of the interest paid
on the Class Swap IO Interest.















ARTICLE I



DEFINITIONS 


Section
1.01          Defined
Terms.

Whenever used in this Agreement or in the
Preliminary Statement, 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 the Class A Certificates, the Mezzanine
Certificates, the Class B Certificates and the payments to the
Final Maturity Reserve Trust shall be made on the basis of the
actual number of days elapsed on the basis of a 360‐day year
and all other calculations of interest described herein shall be
made on the basis of a 360‐day year consisting of twelve
30‐day months.  The Class P Certificates and the
Residual Certificates are not entitled to distributions in respect
of interest and, accordingly, will not accrue interest.


“1933 Act”:  The
Securities Act of 1933, as amended.


“1934 Act”:  The
Exchange Act of 1934, as amended.


“Account”:  Either
of the Collection Account and Distribution Account.


“Accrual Period”: 
With respect to the Class C Certificates, the REMIC 1 Regular
Interests and the Class C Interest, and each Distribution Date, the
calendar month prior to the month of such Distribution Date. With
respect to the Class A Certificates, the Mezzanine Certificates and
the Class B Certificates, and each Distribution Date, the period
commencing on the immediately preceding Distribution Date (or in
the case of the first such Accrual Period, commencing on the
Closing Date) and ending on the day immediately preceding such
Distribution Date.


“Additional Termination
Event”:  As defined in the Swap Agreement.


“Adjustable Rate Mortgage
Loan”:  A Mortgage Loan which provides for an
adjustable Mortgage Rate payable with respect thereto.


“Adjusted Net Maximum Mortgage
Rate”:  With respect to any Mortgage Loan (or the
related REO Property), as of any Distribution Date, a per annum
rate of interest equal to the Maximum Mortgage Rate for such
Mortgage Loan (if such Mortgage Loan is an Adjustable Rate Mortgage
Loan) or the Mortgage Rate for such Mortgage Loan (if such Mortgage
Loan is a Fixed Rate Mortgage Loan), in either case as of the first
day of the month preceding the month in which such Distribution
Date occurs, minus the sum of (i) the Servicing Fee Rate, (ii) the
PMI Insurer Fee Rate, if applicable, and (iii) the Trustee Fee
Rate.


“Adjusted Net Mortgage
Rate”:  With respect to any Mortgage Loan (or the
related REO Property), as of any Distribution Date, a per annum
rate of interest equal to the Mortgage Rate for such Mortgage Loan
as of the first day of the month preceding the month in which such
Distribution Date occurs, minus the sum of (i) the Servicing
Fee Rate, (ii) the PMI Insurer Fee Rate, if applicable, and
(iii) the Trustee Fee Rate.


“Adjustment Date”: 
With respect to each Adjustable Rate Mortgage Loan, each date, on
which the Mortgage Rate of such Mortgage Loan changes pursuant to
the related Mortgage Note.  The first Adjustment Date
following the Cut‐off Date as to each Adjustable Rate
Mortgage Loan is set forth in the Mortgage Loan Schedule.


“Advance”:  As to
any Mortgage Loan or REO Property, any advance made by the Servicer
in respect of any Distribution Date pursuant to
Section 4.04.


“Advancing Person”: 
As defined in Section 3.27 hereof.


“Adverse REMIC
Event”:  As defined in Section 10.01(f)
hereof.


“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 Final Maturity Reserve
Amount”:  With respect any Distribution Date, the
sum of the Group I Final Maturity Reserve Amount and the Group II
Final Maturity Reserve Amount.


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


“Allocated Realized Loss
Amount”:  With respect to any Distribution Date and
any Class of the Mezzanine Certificates and the Class B
Certificates, an amount equal to (a) the sum of (i) any
Realized Losses allocated to such Class of Certificates on such
Distribution Date and (ii) any Allocated Realized Loss Amount
for such Class of Certificates remaining unpaid from the previous
Distribution Date less (b) any Allocated Realized Loss Amounts that
have been reinstated with respect to such Class of Certificates on
prior Distribution Dates due to Subsequent Recoveries.


“Annual Statement of
Compliance”:  As defined in Section 3.20(a)
hereof.


“Appraised Value”: 
With respect to any Mortgaged Property, the value thereof as
determined by an appraisal made for the originator of the related
Mortgage Loan at the time of origination of such Mortgage Loan by
an appraiser who met the minimum requirements of Fannie Mae.


“Assessment of
Compliance”:  As defined in Section 3.21(a)
hereof.


“Assignment”:  An
assignment of Mortgage, notice of transfer or equivalent
instrument, in recordable form (excepting therefrom, if applicable,
the mortgage recordation information which has not been required
pursuant to Section 2.01 hereof or returned by the applicable
recorder’s office), which is sufficient under the laws of the
jurisdiction in which the related Mortgaged Property is located to
reflect of record the sale of the Mortgage.


“Attestation
Report”:  As defined in Section 3.21(b) hereof.


“Available Funds”: 
With respect to any Distribution Date, an amount equal to the
excess of (i) the sum of (a) the aggregate of the Monthly
Payments on the Mortgage Loans due on the related Due Date and
received on or prior to the related Determination
Date, (b) Liquidation Proceeds, Insurance Proceeds, Principal
Prepayments, Gross Subsequent Recoveries and other unscheduled
recoveries of principal and interest in respect of the Mortgage
Loans during the related Prepayment Period (other than any
prepayment charges collected by the Servicer in connection with the
full or partial prepayment of any of the Mortgage Loans, any
Servicer Prepayment Charge Payment Amount in connection with the
Mortgage Loans and any Prepayment Interest Excess), (c) the
aggregate of any amounts received in respect of an REO Property
acquired in respect of a Mortgage Loan withdrawn from any REO
Account and deposited in the Collection Account for such
Distribution Date, (d) the aggregate of any amounts deposited
in the Collection Account by the Servicer in respect of related
Prepayment Interest Shortfalls on the Mortgage Loans for such
Distribution Date, (e) the aggregate of any Advances made by
the Servicer or the Trustee for such Distribution Date with respect
to the Mortgage Loans, (f) the aggregate of any related advances
made by or on behalf of the Trustee for such Distribution Date with
respect to the Mortgage Loans pursuant to Section 7.02(b) and
(g) the aggregate of any amounts constituting proceeds of
repurchases or substitutions of the Mortgage Loans occurring during
the related Prepayment Period over (ii) the sum, without
duplication, of (a) amounts reimbursable or payable to the
Depositor, the Servicer, the Trustee, the Delaware Trustee, the
Seller, the NIMS Insurer or any Sub‐Servicer pursuant to
Section 3.11 or Section 3.12 in respect of the Mortgage
Loans or otherwise payable in respect of Extraordinary Trust Fund
Expenses, (b) amounts deposited in the Collection Account or
the Distribution Account pursuant to clauses (i)(a) through
(g) above, as the case may be, in error, (c) Stayed Funds,
(d) any Trustee Fee pursuant to Section 8.05 and any
indemnification payments or expense reimbursements made by the
Trust pursuant to Section 8.05, (e) the PMI Insurer Fee
payable from the Distribution Account and (f) amounts reimbursable
to the Trustee for an advance made pursuant to Section 7.02(b)
which advance the Trustee has determined to be nonrecoverable from
the Stayed Funds in respect of which it was made.


“Balloon Mortgage
Loan”:  A Mortgage Loan that provides for a Balloon
Payment.


“Balloon Payment”: 
With respect to any Balloon Mortgage Loan, the payment of the
unamortized principal balance of a Mortgage Loan in a single
payment at the maturity of such Mortgage Loan.


“Bankruptcy Code”: 
The Bankruptcy Reform Act of 1978 (Title 11 of the United States
Code), as amended.


“Bankruptcy Loss”: 
With respect to any Mortgage Loan, a Realized Loss resulting from a
Deficient Valuation or Debt Service Reduction.


“Book-Entry
Certificates”:  Any of the Certificates that shall
be registered in the name of the Depository or its nominee, the
ownership of which is reflected on the books of the Depository or
on the books of a Person maintaining an account with the Depository
(directly, as a “Depository Participant,” or
indirectly, as an indirect participant in accordance with the rules
of the Depository and as described in Section 5.02
hereof).  On the Closing Date, the Class A Certificates, the
Mezzanine Certificates and the Class B Certificates shall be
Book-Entry Certificates.


“Book-Entry
Custodian”:  The custodian appointed pursuant to
Section 5.01(b).


“Business Day”:  Any
day other than a Saturday, a Sunday or a day on which banking or
savings institutions in the State of California, the State of
Delaware, the State of New York, the State of Washington, or in the
city in which the Corporate Trust Office of the Trustee is located,
are authorized or obligated by law or executive order to be
closed.


“Calculation
Period”:  As such term is defined in the Swap
Agreement.


“Certificate”:  Any
Regular Certificate or Residual Certificate.


“Certificate
Margin”:  With respect to the Class I-A Certificates
on each Distribution Date (A) on or prior to the Optional
Termination Date, 0.160% per annum and (B) after the Optional
Termination Date, 0.320% per annum.  With respect to the Class
II-A1 Certificates on each Distribution Date (A) on or prior
to the Optional Termination Date, 0.060% per annum and
(B) after the Optional Termination Date, 0.120% per
annum.  With respect to the Class II‐A2 Certificates on
each Distribution Date (A) on or prior to the Optional
Termination Date, 0.100% per annum and (B) after the Optional
Termination Date, 0.200% per annum.  With respect to the Class
II-A3 Certificates on each Distribution Date (A) on or prior
to the Optional Termination Date, 0.170% per annum and
(B) after the Optional Termination Date, 0.340% per
annum.  With respect to the Class II-A4 Certificates on each
Distribution Date (A) on or prior to the Optional Termination
Date, 0.230% per annum and (B) after the Optional Termination
Date, 0.460% per annum.  With respect to the
Class M‐1 Certificates on each Distribution Date
(A) on or prior to the Optional Termination Date, 0.240% per
annum and (B) after the Optional Termination Date, 0.360% per
annum.  With respect to the Class M‐2 Certificates on
each Distribution Date (A) on or prior to the Optional
Termination Date, 0.280% per annum and (B) after the Optional
Termination Date, 0.420% per annum.  With respect to the Class
M-3 Certificates on each Distribution Date (A) on or prior to
the Optional Termination Date, 0.310% per annum and (B) after
the Optional Termination Date, 0.465% per annum.  With respect
to the Class M‐4 Certificates on each Distribution Date
(A) on or prior to the Optional Termination Date, 0.380% per
annum and (B) after the Optional Termination Date, 0.570% per
annum.  With respect to the Class M‐5 Certificates on
each Distribution Date (A) on or prior to the Optional
Termination Date, 0.400% per annum and (B) after the Optional
Termination Date, 0.600% per annum.  With respect to the Class
M‐6 Certificates on each Distribution Date (A) on or
prior to the Optional Termination Date, 0.460% per annum and
(B) after the Optional Termination Date, 0.690% per
annum.  With respect to the Class M‐7 Certificates on
each Distribution Date (A) on or prior to the Optional
Termination Date, 0.900% per annum and (B) after the Optional
Termination Date, 1.350% per annum.  With respect to the Class
M-8 Certificates on each Distribution Date (A) on or prior to
the Optional Termination Date, 1.500% per annum and (B) after
the Optional Termination Date, 2.250% per annum.  With respect
to the Class M‐9 Certificates on each Distribution Date
(A) on or prior to the Optional Termination Date, 2.300% per
annum and (B) after the Optional Termination Date, 3.450% per
annum.  With respect to the Class B-1 Certificates on each
Distribution Date (A) on or prior to the Optional Termination
Date, 2.300% per annum and (B) after the Optional Termination
Date, 3.450% per annum.  With respect to the Class B‐2
Certificates on each Distribution Date (A) on or prior to the
Optional Termination Date, 2.300% per annum and (B) after the
Optional Termination Date, 3.450% per annum.


“Certificate of
Trust”:  The certificate of trust filed with respect
to the Trust with the Secretary of State in accordance with Section
3810(a) of the Statutory Trust Statute.


“Certificate
Owner”:  With respect to each Book-Entry
Certificate, any beneficial owner thereof.


“Certificate Principal
Balance”:  With respect to any Class A Certificates,
Mezzanine Certificates, Class B Certificates or Class P
Certificates immediately prior to any Distribution Date, an amount
equal to the Initial Certificate Principal Balance thereof reduced
by the sum of all amounts actually distributed in respect of
principal of such Class and, in the case of a Mezzanine Certificate
or Class B Certificate, Realized Losses allocated thereto on all
prior Distribution Dates and, in the case of a Mezzanine
Certificate or Class B Certificate, increased by the Allocated
Realized Loss Amounts reinstated thereto on all prior Distribution
Dates due to Subsequent Recoveries.  With respect to any Class
C Certificates as of any date of determination, an amount equal to
the Uncertificated Principal Balance of the Class C Interest. 
The Residual Certificates will not have a Certificate Principal
Balance.


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


“Certificateholder” or
“Holder”:  The Person in whose name a
Certificate is registered in the Certificate Register, except that
a Disqualified Organization or a Non‐United States Person
shall not be a Holder of a Residual Certificate for any purposes
hereof and, solely for the purposes of giving any consent,
direction or taking any other action pursuant to this Agreement,
any Certificate registered in the name of the Depositor or the Servicer or any Affiliate thereof shall be deemed not to be
outstanding and the Voting Rights to which it is entitled shall not
be taken into account in determining whether the requisite
percentage of Voting Rights necessary to effect any such consent,
direction or other action has been obtained, except as otherwise
provided in Section 11.01.  The Trustee and the NIMS
Insurer may conclusively rely upon a certificate of the Depositor
or the Servicer in determining whether a Certificate is held by an
Affiliate thereof.  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 NIMS Insurer shall be required to
recognize as a “Holder” or
“Certificateholder” only the Person in whose name a
Certificate is registered in the Certificate Register.


“Certification”:  As
defined in Section 4.08(b) hereof.


“Class”: 
Collectively, Certificates which have the same priority of payment
and bear the same class designation and the form of which is
identical except for variation in the Percentage Interest evidenced
thereby. 


“Class I-A
Certificate”:  Any one of the Class I-A Certificates
as designated on the face thereof substantially in the form annexed
hereto as Exhibit A executed, authenticated and delivered by
the Trustee, representing the right to distributions as set forth
herein and therein and evidencing a regular interest in REMIC 3.


“Class II-A1
Certificate”:  Any one of the Class II-A1
Certificates as designated on the face thereof substantially in the
form annexed hereto as Exhibit A executed, authenticated and
delivered by the Trustee, representing the right to distributions
as set forth herein and therein and evidencing a regular interest
in REMIC 3.


“Class II-A2
Certificate”:  Any one of the Class II-A2
Certificates as designated on the face thereof substantially in the
form annexed hereto as Exhibit A executed, authenticated and
delivered by the Trustee, representing the right to distributions
as set forth herein and therein and evidencing a regular interest
in REMIC 3.


“Class II-A3
Certificate”:  Any one of the Class II-A3
Certificates as designated on the face thereof substantially in the
form annexed hereto as Exhibit A executed, authenticated and
delivered by the Trustee, representing the right to distributions
as set forth herein and therein and evidencing a regular interest
in REMIC 3.


“Class II-A4
Certificate”:  Any one of the Class II-A4
Certificates as designated on the face thereof substantially in the
form annexed hereto as Exhibit A executed, authenticated and
delivered by the Trustee, representing the right to distributions
as set forth herein and therein and evidencing a regular interest
in REMIC 3.


“Class A
Certificates”:  The Group I Senior Certificates and
the Group II Senior Certificates.


“Class A Principal Distribution
Amount”:  With respect to any Distribution Date, the
sum of the Group I Senior Principal Distribution Amount and the
Group II Senior Principal Distribution Amount.


“Class B
Certificates”:  The Class B‐1 Certificates and
the Class B‐2 Certificates.


“Class B-1
Certificate”:  Any one of the Class B-1 Certificates
as designated on the face thereof substantially in the form annexed
hereto as Exhibit A, executed, authenticated and delivered by
the Trustee, representing the right to distributions as set forth
herein and therein and evidencing a regular interest in REMIC 3.


“Class B‐1 Principal
Distribution Amount”:  With respect to any
Distribution Date on or after the Stepdown Date and on which a
Trigger Event is not in effect, the amount equal to the lesser of
(I) the aggregate Certificate Principal Balance of the Class
B‐1 Certificates immediately prior to such Distribution Date
and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on
such Distribution Date), (ii) the aggregate Certificate Principal
Balance of the Class M‐1 Certificates, the Class M‐2
Certificates and the Class M‐3 Certificates (after taking
into account the payment of the Class M‐3 Principal
Distribution Amount on such Distribution Date), (iii) the aggregate
Certificate Principal Balance of the Class M‐4 Certificates
(after taking into account the payment of the Class M‐4
Principal Distribution Amount on such Distribution Date), (iv) the
aggregate Certificate Principal Balance of the Class M‐5
Certificates (after taking into account the payment of the Class
M‐5 Principal Distribution Amount on such Distribution Date),
(v) the aggregate Certificate Principal Balance of the Class
M‐6 Certificates (after taking into account the payment of
the Class M‐6 Principal Distribution Amount on such
Distribution Date), (vi) the aggregate Certificate Principal
Balance of the Class M‐7 Certificates (after taking into
account the payment of the Class M‐7 Principal Distribution
Amount on such Distribution Date), (vii) the aggregate Certificate
Principal Balance of the Class M‐8 Certificates (after taking
into account the payment of the Class M‐8 Principal
Distribution Amount on such Distribution Date), (viii) the
aggregate Certificate Principal Balance of the Class M‐9
Certificates (after taking into account the payment of the Class
M‐9 Principal Distribution Amount on such Distribution Date)
and (ix) the aggregate Certificate Principal Balance of the Class
B‐1 Certificates immediately prior to such Distribution Date
over (y) the lesser of (A) the product of (i) 93.80% and (ii) the
aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (B)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the
Overcollateralization Floor.


“Class B‐2
Certificate”:  Any one of the Class B‐2
Certificates as designated on the face thereof substantially in the
form annexed hereto as Exhibit A, executed, authenticated and
delivered by the Trustee, representing the right to distributions
as set forth herein and therein and evidencing a regular interest
in REMIC 3.


“Class B‐2 Principal
Distribution Amount”:  With respect to any
Distribution Date on or after the Stepdown Date and on which a
Trigger Event is not in effect, the amount equal to the lesser of
(I) the aggregate Certificate Principal Balance of the Class
B‐2 Certificates immediately prior to such Distribution Date
and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on
such Distribution Date), (ii) the aggregate Certificate Principal
Balance of the Class M‐1 Certificates, the Class M-2
Certificates and the Class M-3 Certificates (after taking into
account the payment of the Class M‐3 Principal Distribution
Amount on such Distribution Date), (iii) the aggregate Certificate
Principal Balance of the Class M‐4 Certificates (after taking
into account the payment of the Class M‐4 Principal
Distribution Amount on such Distribution Date), (iv) the aggregate
Certificate Principal Balance of the Class M‐5 Certificates
(after taking into account the payment of the Class M‐5
Principal Distribution Amount on such Distribution Date), (v) the
aggregate Certificate Principal Balance of the Class M‐6
Certificates (after taking into account the payment of the Class
M‐6 Principal Distribution Amount on such Distribution Date),
(vi) the aggregate Certificate Principal Balance of the Class
M‐7 Certificates (after taking into account the payment of
the Class M‐7 Principal Distribution Amount on such
Distribution Date), (vii) the aggregate Certificate Principal
Balance of the Class M‐8 Certificates (after taking into
account the payment of the Class M‐8 Principal Distribution
Amount on such Distribution Date), (viii) the aggregate Certificate
Principal Balance of the Class M‐9 Certificates (after taking
into account the payment of the Class M‐9 Principal
Distribution Amount on such Distribution Date), (ix) the aggregate
Certificate Principal Balance of the Class B-1 Certificates (after
taking into account the payment of the Class B-1 Principal
Distribution Amount on such Distribution Date) and (x) the
aggregate Certificate Principal Balance of the Class B‐2
Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 95.80% and (ii) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (B)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the
Overcollateralization Floor.


“Class C
Certificate”:  Any one of the Class C Certificates
as designated on the face thereof substantially in the form annexed
hereto as Exhibit A, executed, authenticated and delivered by
the Trustee, representing the right to distributions as set forth
herein and therein and evidencing a regular interest in REMIC CX.


“Class C Interest” An uncertificated interest in the Trust Fund held by the Trustee on
behalf of the Holders of the Class C Certificates and the Class
R‐CX Interest, evidencing a Regular Interest in REMIC 3 for
purposes of the REMIC Provisions.


“Class C NIM Payment
Amount”:  For any Distribution Date (I) on or before
the date the NIM Notes are issued, zero, (II) from the first
Distribution Date after the date on which the NIM Notes are issued
until the principal balance of the NIM Notes has been reduced to
zero, the amount necessary to pay in full the NIM Notes as provided
in the Indenture and to pay in full any amounts owed to the NIMS
Insurer as provided in the Indenture less the amounts payable to
the Class C Certificates from the Reserve Fund on such Distribution
Date and (III) thereafter, zero. 


“Class C
Shortfall”:  As defined in Section 10.01(l)
hereof.


“Class FMR IO
Interest”  An uncertificated interest in the Trust
Fund, evidencing a Regular Interest in REMIC 3 for purposes of the
REMIC Provisions.


“Class M‐1
Certificate”:  Any one of the Class M‐1
Certificates as designated on the face thereof substantially in the
form annexed hereto as Exhibit A, executed, authenticated and
delivered by the Trustee, representing the right to distributions
as set forth herein and therein and evidencing a regular interest
in REMIC 3.


“Class M-2
Certificate”:  Any one of the Class  M-2
Certificates as designated on the face thereof substantially in the
form annexed hereto as Exhibit A, executed, authenticated and
delivered by the Trustee, representing the right to distributions
as set forth herein and therein and evidencing a regular interest
in REMIC 3.


“Class M-3
Certificate”:  Any one of the Class M-3
Certificates as designated on the face thereof substantially in the
form annexed hereto as Exhibit A, executed, authenticated and
delivered by the Trustee, representing the right to distributions
as set forth herein and therein and evidencing a regular interest
in REMIC 3.


“Class M‐3 Principal
Distribution Amount”:  With respect to any
Distribution Date on or after the Stepdown Date and on which a
Trigger Event is not in effect, the amount equal to the lesser of
(I) the aggregate Certificate Principal Balance of the Class
M‐1 Certificates, the Class M‐2 Certificates and the
Class M‐3 Certificates immediately prior to such Distribution
Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into account the payment of the Class A Principal
Distribution Amount on such Distribution Date) and (ii) the
aggregate Certificate Principal Balance of the Class M‐1
Certificates, the Class M‐2 Certificates and the Class
M‐3 Certificates immediately prior to such Distribution Date
over (y) the lesser of (A) the product of (i) 77.60% and
(ii) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period) minus the Overcollateralization Floor.


“Class M‐4
Certificate”:  Any one of the Class M‐4
Certificates as designated on the face thereof substantially in the
form annexed hereto as Exhibit A, executed, authenticated and
delivered by the Trustee, representing the right to distributions
as set forth herein and therein and evidencing a regular interest
in REMIC 3.


“Class M‐4 Principal
Distribution Amount”:  With respect to any
Distribution Date on or after the Stepdown Date and on which a
Trigger Event is not in effect, the amount equal to the lesser of
(I) the aggregate Certificate Principal Balance of the Class
M‐4 Certificates immediately prior to such Distribution Date
and (II) the excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates
(after taking into account the payment of the Class A Principal
Distribution Amount on such Distribution Date), (ii) the
aggregate Certificate Principal Balance of the Class M‐1
Certificates, the Class M-2 Certificates and the Class M‐3
Certificates (after taking into account the payment of the Class
M‐3 Principal Distribution Amount on such Distribution Date),
and (iii) the aggregate Certificate Principal Balance of the
Class M‐4 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) 80.90%
and (ii) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period) minus the Overcollateralization Floor.


“Class M‐5
Certificate”:  Any one of the Class M‐5
Certificates as designated on the face thereof substantially in the
form annexed hereto as Exhibit A, executed, authenticated and
delivered by the Trustee, representing the right to distributions
as set forth herein and therein and evidencing a regular interest
in REMIC 3.


“Class M‐5 Principal
Distribution Amount”:  With respect to any
Distribution Date on or after the Stepdown Date and on which a
Trigger Event is not in effect, the amount equal to the lesser of
(I) the aggregate Certificate Principal Balance of the Class
M‐5 Certificates immediately prior to such Distribution Date
and (II) the excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates
(after taking into account the payment of the Class A Principal
Distribution Amount on such Distribution Date), (ii) the
aggregate Certificate Principal Balance of the Class M‐1
Certificates, the Class M-2 Certificates and the Class M-3
Certificates (after taking into account the payment of the Class
M‐3 Principal Distribution Amount on such Distribution Date),
(iii) the aggregate Certificate Principal Balance of the Class
M‐4 Certificates (after taking into account the payment of
the Class M‐4 Principal Distribution Amount on such
Distribution Date) and (iv) the aggregate Certificate Principal
Balance of the Class M‐5 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the
product of (i) 84.00% and (ii) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the
related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus the
Overcollateralization Floor.


“Class M‐6
Certificate”:  Any one of the Class M‐6
Certificates as designated on the face thereof substantially in the
form annexed hereto as Exhibit A, executed, authenticated and
delivered by the Trustee, representing the right to distributions
as set forth herein and therein and evidencing a regular interest
in REMIC 3.


“Class M‐6 Principal
Distribution Amount”:  With respect to any
Distribution Date on or after the Stepdown Date and on which a
Trigger Event is not in effect, the amount equal to the lesser of
(I) the aggregate Certificate Principal Balance of the Class
M‐6 Certificates immediately prior to such Distribution Date
and (II) the excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates
(after taking into account the payment of the Class A Principal
Distribution Amount on such Distribution Date), (ii) the
aggregate Certificate Principal Balance of the Class M‐1
Certificates, the Class M-2 Certificates and the Class M-3
Certificates (after taking into account the payment of the Class
M‐3 Principal Distribution Amount on such Distribution Date),
(iii) the aggregate Certificate Principal Balance of the Class
M‐4 Certificates (after taking into account the payment of
the Class M‐4 Principal Distribution Amount on such
Distribution Date), (iv) the aggregate Certificate Principal
Balance of the Class M‐5 Certificates (after taking into
account the payment of the Class M‐5 Principal Distribution
Amount on such Distribution Date) and (v) the aggregate Certificate
Principal Balance of the Class M‐6 Certificates immediately
prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 87.00% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the
Overcollateralization Floor.


“Class M‐7
Certificate”:  Any one of the Class M‐7
Certificates as designated on the face thereof substantially in the
form annexed hereto as Exhibit A, executed, authenticated and
delivered by the Trustee, representing the right to distributions
as set forth herein and therein and evidencing a regular interest
in REMIC 3.


“Class M‐7 Principal
Distribution Amount”:  With respect to any
Distribution Date on or after the Stepdown Date and on which a
Trigger Event is not in effect, the amount equal to the lesser of
(I) the aggregate Certificate Principal Balance of the Class
M‐7 Certificates immediately prior to such Distribution Date
and (II) the excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates
(after taking into account the payment of the Class A Principal
Distribution Amount on such Distribution Date), (ii) the
aggregate Certificate Principal Balance of the Class M‐1
Certificates, the Class M-2 Certificates and the Class M-3
Certificates (after taking into account the payment of the Class
M‐3 Principal Distribution Amount on such Distribution Date),
(iii) the aggregate Certificate Principal Balance of the Class
M‐4 Certificates (after taking into account the payment of
the Class M‐4 Principal Distribution Amount on such
Distribution Date), (iv) the aggregate Certificate Principal
Balance of the Class M‐5 Certificates (after taking into
account the payment of the Class M‐5 Principal Distribution
Amount on such Distribution Date), (v) the aggregate
Certificate Principal Balance of the Class M‐6 Certificates
(after taking into account the payment of the Class M‐6
Principal Distribution Amount on such Distribution Date) and (vi)
the aggregate Certificate Principal Balance of the Class M‐7
Certificates immediately prior to such Distribution Date over
(y) the lesser of (A) the product of (i) 89.60% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and
(B) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment
Period) minus the Overcollateralization Floor.


“Class M-8
Certificate”:  Any one of the Class  M-8
Certificates as designated on the face thereof substantially in the
form annexed hereto as Exhibit A, executed, authenticated and
delivered by the Trustee, representing the right to distributions
as set forth herein and therein and evidencing a regular interest
in REMIC 3.


“Class M-8 Principal Distribution
Amount”:  With respect to any Distribution Date on
or after the Stepdown Date and on which a Trigger Event is not in
effect, the amount equal to the lesser of (I) the aggregate
Certificate Principal Balance of the Class M-8 Certificates
immediately prior to such Distribution Date and (II) the
excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on
such Distribution Date), (ii) the aggregate Certificate
Principal Balance of the Class M‐1 Certificates, the Class
M-2 Certificates and the Class M-3 Certificates (after taking into
account the payment of the Class M‐3 Principal Distribution
Amount on such Distribution Date), (iii) the aggregate
Certificate Principal Balance of the Class M‐4 Certificates
(after taking into account the payment of the Class M‐4
Principal Distribution Amount on such Distribution Date), (iv) the
aggregate Certificate Principal Balance of the Class M‐5
Certificates (after taking into account the payment of the Class
M‐5 Principal Distribution Amount on such Distribution Date),
(v) the aggregate Certificate Principal Balance of the Class
M‐6 Certificates (after taking into account the payment of
the Class M‐6 Principal Distribution Amount on such
Distribution Date), (vi) the aggregate Certificate Principal
Balance of the Class M‐7 Certificates (after taking into
account the payment of the Class M‐7 Principal Distribution
Amount on such Distribution Date) and (vii) the aggregate
Certificate Principal Balance of the Class M-8 Certificates
immediately prior to such Distribution Date over (y) the
lesser of (A) the product of (i) 91.10% and (ii) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and
(B) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment
Period) minus the Overcollateralization Floor.


“Class M-9
Certificate”:  Any one of the Class  M-9
Certificates as designated on the face thereof substantially in the
form annexed hereto as Exhibit A, executed, authenticated and
delivered by the Trustee, representing the right to distributions
as set forth herein and therein and evidencing a regular interest
in REMIC 3.


“Class M-9 Principal Distribution
Amount”:  With respect to any Distribution Date on
or after the Stepdown Date and on which a Trigger Event is not in
effect, the amount equal to the lesser of (I) the aggregate
Certificate Principal Balance of the Class M-9 Certificates
immediately prior to such Distribution Date and (II) the
excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on
such Distribution Date), (ii) the aggregate Certificate
Principal Balance of the Class M‐1 Certificates, the Class
M-2 Certificates and the Class M-3 Certificates (after taking into
account the payment of the Class M‐3 Principal Distribution
Amount on such Distribution Date), (iii) the aggregate
Certificate Principal Balance of the Class M‐4 Certificates
(after taking into account the payment of the Class M‐4
Principal Distribution Amount on such Distribution Date), (iv) the
aggregate Certificate Principal Balance of the Class M‐5
Certificates (after taking into account the payment of the Class
M‐5 Principal Distribution Amount on such Distribution Date),
(v) the aggregate Certificate Principal Balance of the Class
M‐6 Certificates (after taking into account the payment of
the Class M‐6 Principal Distribution Amount on such
Distribution Date), (vi) the aggregate Certificate Principal
Balance of the Class M‐7 Certificates (after taking into
account the payment of the Class M‐7 Principal Distribution
Amount on such Distribution Date), (vii) the aggregate Certificate
Principal Balance of the Class M‐8 Certificates (after taking
into account the payment of the Class M‐8 Principal
Distribution Amount on such Distribution Date) and (viii) the
aggregate Certificate Principal Balance of the Class M-9
Certificates immediately prior to such Distribution Date over
(y) the lesser of (A) the product of (i) 92.70% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and
(B) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment
Period) minus the Overcollateralization Floor.


“Class P
Certificate”:  Any one of the Class P Certificates
as designated on the face thereof substantially in the form annexed
hereto as Exhibit A, executed, authenticated and delivered by
the Trustee, representing the right to distributions as set forth
herein and therein and evidencing a regular interest in REMIC PX.


“Class P Interest”: 
An uncertificated interest in the Trust Fund held by the Trustee on
behalf of the Holders of the Class P Certificates, evidencing a
Regular Interest in REMIC 3 for purposes of the REMIC
Provisions.


“Class R
Certificate”:  Any one of the Class R Certificates
as designated on the face thereof substantially in the form annexed
hereto as Exhibit A, executed, authenticated and delivered by
the Trustee, evidencing the ownership of the Class R‐1
Interest, the Class R‐2 Interest and the Class R‐3
Interest.


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


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


“Class R‐3
Interest”:  The Residual Interest in REMIC 3.


“Class R‐CX
Certificate”:  Any one of the Class R‐CX
Certificates as designated on the face thereof substantially in the
form annexed hereto as Exhibit A, executed, authenticated and
delivered by the Trustee, evidencing the ownership of the Class
R‐CX Interest and the Class R‐SwapX Interest.


“Class R‐CX
Interest”:  The Residual Interest in REMIC CX.


“Class R‐PX
Certificate”:  Any one of the Class R‐PX
Certificates as designated on the face thereof substantially in the
form annexed hereto as Exhibit A, executed, authenticated and
delivered by the Trustee, evidencing the ownership of the Class
R‐PX Interest.


“Class R‐PX
Interest”:  The Residual Interest in REMIC PX.


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


“Class Swap IO
Interest”:  An uncertificated interest in the Trust
Fund, evidencing a Regular Interest in REMIC 3 for purposes of the
REMIC Provisions.


“Class Swap IO Upper-Tier
Interest”:  An uncertificated interest in the Trust
Fund, evidencing a Regular Interest in REMIC SwapX for purposes of
the REMIC Provisions.


“Close of
Business”:  As used herein, with respect to any
Business Day, 5:00 p.m. (New York time).


“Closing Date”: 
December 14, 2006.


“Closing Date Mortgage
Loans”:  The Group I Closing Date Mortgage
Loans and the Group II Closing Date Mortgage Loans. 


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


“Collection
Account”:  The account or accounts created and
maintained by the Servicer pursuant to Section 3.10(a), which
shall be entitled “Deutsche Bank National Trust Company, as
Trustee, in trust for registered Holders of Long Beach Mortgage
Loan Trust 2006‐11, Asset‐Backed Certificates, Series
2006‐11” and which must be an Eligible Account.


“Commission”:  The
Securities and Exchange Commission.


“Compensating
Interest”:  As defined in Section 3.24.


“Corporate Trust
Office”:  The principal corporate trust office of
the Trustee at which at any particular time its corporate trust
business in connection with this Agreement shall be administered,
which office at the date of the execution of this instrument is
located at 1761 East St. Andrew Place, Santa Ana, California
92705, or at such other address as the Trustee may designate from
time to time by notice to the Certificateholders, the Swap
Counterparty, the Depositor and the Servicer. 



“Corresponding Certificates”:  As shown on
the following chart:



	

REMIC 2 Regular Interest

	
Corresponding
Certificate


	
IA

	
Class I‐A
Certificates


	
IIA1

	
Class II-A1 Certificates


	
IIA2

	
Class II-A2 Certificates


	
IIA3

	
Class II-A3 Certificates


	
IIA4

	
Class II-A4 Certificates


	
M1

	
Class M‐1
Certificates


	
M2

	
Class M‐2
Certificates


	
M3

	
Class M‐3
Certificates


	
M4

	
Class M‐4
Certificates


	
M5

	
Class M‐5
Certificates


	
M6

	
Class M‐6
Certificates


	
M7

	
Class M‐7
Certificates


	
M8

	
Class M‐8
Certificates


	
M9

	
Class M‐9
Certificates


	
B1

	
Class B-1 Certificates


	
B2

	
Class B‐2
Certificates


	
Class C Interest

	
Class C Certificates


	
P and the Class P
Interest

	
Class P Certificates







 


“Counterparty
Payment”:  With respect to any Distribution Date is
an amount equal to the product of (i) USD-LIBOR-BBA for such
Distribution Date, (ii) the Swap Notional Amount for such
Distribution Date and (iii) a fraction, the numerator of which is
30 and the denominator of which is 360.


“Credit Enhancement
Percentage”:  With respect to any Distribution Date,
the percentage equivalent of a fraction, the numerator of which is
(x) the sum of the aggregate Certificate Principal Balance of
the Mezzanine Certificates, the Class B Certificates and the Uncertificated Principal Balance of the Class C Interest,
calculated prior to distribution of the Group I Principal
Distribution Amount and the Group II Principal Distribution Amount
in respect of the Certificates then entitled to distributions of
principal on such Distribution Date, and the denominator of which
is (y) the aggregate Stated Principal Balance of the Mortgage
Loans, calculated prior to taking into account payments of
principal on the Mortgage Loans due on the related Due Date or
received during the related Prepayment Period. 


“Credit Support Annex
Account”:  As defined in Section 4.09(b) hereof.


“Cumulative Loss Trigger
Event”:  A Cumulative Loss Trigger Event has
occurred with respect to any Distribution Date in or after January
2009, if the percentage obtained by dividing (x) the aggregate
amount of Realized Losses incurred (less any Subsequent Recoveries)
with respect to the Mortgage Loans from the Cut-off Date through
the last day of the related Due Period by (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date, exceeds the applicable percentage set forth below for such
Distribution Date:



	
Distribution
Date Occurring in

	

Cumulative Loss Percentage


	

January 2009 through December 2009

	

1.25% for the first month, plus an additional 1/12th of 1.55% for
each month thereafter.


	

January 2010 through December 2010

	

2.80% for the first month, plus an additional 1/12th of 1.60% for
each month thereafter.


	

January 2011 through December 2011

	

4.40% for the first month, plus an additional 1/12th of 1.25% for
each month thereafter.


	

January 2012 through December 2012

	

5.65% for the first month, plus an additional 1/12th of 0.70% for
each month thereafter.


	

January 2013 through December 2013

	

6.35% for the first month, plus an additional 1/12th of 0.05% for
each month thereafter.


	
January 2014 and thereafter

	
6.40% for each month.







 


“Custodial
Agreement”:  Any agreement that may be entered into
by the Trustee and any Custodian or any agreement assigned to the
Trustee providing for holding and safekeeping of Mortgage Files on
behalf of the Trust.


“Custodian”:  A
custodian appointed as provided in Section 8.11 hereof pursuant to
a Custodial Agreement.


“Cut‐off
Date”:  With respect to each Closing Date Mortgage
Loan, December 1, 2006; and with respect to each Qualified
Substitute Mortgage Loan, its date of substitution, as
applicable.


“Cut‐off Date Aggregate
Principal Balance”:  The aggregate of the
Cut‐off Date Principal Balances of the Mortgage Loans.


“Cut‐off Date Principal
Balance”:  With respect to any Mortgage Loan, the
unpaid principal balance thereof as of the Cut‐off Date (with
respect to a Closing Date Mortgage Loan); or as of the applicable
date of substitution (with respect to a Qualified Substitute
Mortgage Loan), after giving effect to scheduled payments due on or
before the Cut‐off Date, whether or not received.


“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 resulting from a Deficient
Valuation.


“Deficient
Valuation”:  With respect to any Mortgage Loan, a
valuation of the related Mortgaged Property by a court of competent
jurisdiction in an amount less than the then outstanding principal
balance of the Mortgage Loan, which valuation results from a
proceeding initiated under the Bankruptcy Code.


“Definitive
Certificates”:  As defined in Section 5.01(b)
hereof.


“Delaware Trustee”: 
Deutsche Bank Trust Company Delaware, or its successor-in-interest
as provided in Section 8.08, or any successor trustee appointed as
herein provided.


“Deleted Mortgage
Loan”:  A Mortgage Loan replaced or to be replaced
by one or more Qualified Substitute Mortgage Loans.


“Delinquency
Percentage”:  With respect to any Distribution Date,
the percentage obtained by dividing (x) the aggregate Stated
Principal Balance of (i) Mortgage Loans Delinquent 60 days or more,
(ii) REO Properties related to the Mortgage Loans and
(iii) Mortgage Loans in foreclosure and in bankruptcy
(excluding any such Mortgage Loans which are less than 60 days
Delinquent under the bankruptcy plan) by (y) the aggregate
Stated Principal Balance of the Mortgage Loans, in each case,
calculated prior to taking into account payments of principal on
the Mortgage Loans due on the related Due Date or received during
the related Prepayment Period. 


“Delinquency Trigger
Event”:  A Delinquency Trigger Event has occurred
with respect to a Distribution Date if the Delinquency Percentage
exceeds 41.50% of the Credit Enhancement Percentage.


“Delinquent”:  With
respect to any Mortgage Loan and related Monthly Payment, the
Monthly Payment due on a Due Date which is not made by the Close of
Business on the next scheduled Due Date for such Mortgage
Loan.  For example, a Mortgage Loan is 60 or more days
Delinquent if the Monthly Payment due on a Due Date is not made by
the Close of Business on the second scheduled Due Date after such
Due Date.


“Depositor”:  Long
Beach Securities Corp., a Delaware corporation, or any successor in
interest.


“Depository”:  The
initial Depository shall be The Depository Trust Company, whose
nominee is Cede & Co., or any other organization registered as
a “clearing agency” pursuant to Section 17A of the
Securities Exchange Act of 1934, as amended.  The Depository
shall initially be the registered Holder of the Book-Entry
Certificates.  The Depository shall at all times be a
“clearing corporation” as defined in
Section 8‐102(3) of the Uniform Commercial Code of the
State of New York.


“Depository
Participant”:  A broker, dealer, bank or other
financial institution 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
15th day of the calendar month in which such Distribution Date
occurs or, if such 15th day is not a Business Day, the Business Day
immediately preceding such 15th day.


“Directly Operate”: 
With respect to any REO Property, the furnishing or rendering of
services to the tenants thereof, the management or operation of
such REO Property, the holding of such REO Property primarily for
sale to customers, the performance of any construction work thereon
or any use of such REO Property in a trade or business conducted by
the REMIC other than through an Independent Contractor; provided,
however, that the Trustee (or the Servicer on behalf of the
Trustee) shall not be considered to Directly Operate an REO
Property solely because the Trustee (or the Servicer on behalf of
the Trustee) establishes rental terms, chooses tenants, enters into
or renews leases, deals with taxes and insurance, or makes
decisions as to repairs or capital expenditures with respect to
such REO Property.


“Disqualified
Organization”:  Any:  (A) “disqualified
organization” under Section 860E of the Code, which as
of the Closing Date is any of  (i) 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, (ii) 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, or (iii) any organization described in
Section 1381(a)(2)(C) of the Code; (B) “electing large
partnership” within the meaning of Section 775 of the
Code; or (C) other Person so designated by the Trustee based
upon an Opinion of Counsel provided by nationally recognized
counsel to the Trustee that the holding of an ownership interest in
a Residual Certificate by such Person may cause the Trust or any
Person having an ownership interest in any Class of Certificates
(other than such Person) to incur 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.  A corporation will not be treated as an
instrumentality of the United States or of any state or political
subdivision thereof if all of its activities are subject to income
tax and a majority of its board of directors is not selected by a
governmental unit.  The terms “United States,”
“state” and “international organization”
shall have the meanings set forth in Section 7701 of the
Code.


“Distribution
Account”:  The trust account or accounts created and
maintained by the Trustee pursuant to Section 3.10(b) which
shall be entitled “Distribution Account, Deutsche Bank
National Trust Company, as Trustee, in trust for the registered Certificateholders of Long Beach Mortgage Loan Trust 2006‐11,
Asset‐Backed Certificates, Series 2006‐11” and
which must be an Eligible Account.


“Distribution
Date”:  The 25th day of any calendar month, or if
such 25th day is not a Business Day, the Business Day immediately
following such 25th day, commencing in January 2007.


“Due Date”:  With
respect to each Distribution Date, the first day of the calendar
month in which such Distribution Date occurs, which is the day of
the month on which the Monthly Payment is due on a Mortgage Loan,
exclusive of any days of grace.


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


“Early Termination
Date”:  As defined in the Swap Agreement.


“Eligible Account”: 
Any of (i) an account or accounts maintained with a federal or
state chartered depository institution or trust company the
short‐term unsecured debt obligations of which (or, in the
case of a depository institution or trust company that is the
principal subsidiary of a holding company, the short‐term
unsecured debt obligations of such holding company) are rated no
lower than P‐1 by Moody’s, F‐1 by Fitch and
A‐1 by S&P (or comparable ratings if Moody’s, Fitch
and S&P are not the Rating Agencies) at the time any amounts
are held on deposit therein; provided that so long as Washington
Mutual Bank is the Servicer, any account maintained with Washington
Mutual Bank shall be an Eligible Account if the long-term unsecured
debt obligations of Washington Mutual Bank are rated no lower than
“A2” by Moody’s, or “A” by Fitch and
“A‐” by S&P and the short-term unsecured debt
obligations of Washington Mutual Bank are rated no lower than
A‐2 by S&P, provided that if the long-term
unsecured debt obligations of Washington Mutual Bank are downgraded
by S&P to a rating lower than “A‐” or the
short-term unsecured debt obligations of Washington Mutual Bank are
downgraded by S&P to a rating lower than A‐2, Washington
Mutual Bank shall transfer the deposits in any account maintained
by Washington Mutual Bank (unless any such account is otherwise
qualified as an Eligible Account pursuant to (ii), (iii) or (iv) of
the definition of Eligible Account) to an Eligible Account within
ten (10) Business Days of notification of such downgrade,
(ii) an account or accounts the deposits in which are fully
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 delivered
to the Trustee and to each Rating Agency, the Certificateholders
will have a claim with respect to the funds in such account or a
perfected first priority security interest against such collateral
(which shall be limited to Permitted Investments) securing such
funds that is superior to claims of any other depositors or
creditors of the depository institution with which such account is
maintained, (iii) a trust account or accounts maintained with
the trust department of a federal or state chartered depository
institution, national banking association or trust company acting
in its fiduciary capacity or (iv) an account otherwise
acceptable to the NIMS Insurer and each Rating Agency without
reduction or withdrawal of their then current ratings of the
Certificates as evidenced by a letter from each Rating Agency to
the Trustee.  Eligible Accounts may bear interest.


“ERISA”:  The
Employee Retirement Income Security Act of 1974, as amended.


“Escrow Payments”: 
As defined in Section 3.09 hereof.


“Excess Overcollateralized
Amount”:  With respect to any Distribution Date, the
excess, if any, of (i) the Overcollateralized Amount for such
Distribution Date (assuming that 100% of the Principal Remittance
Amount is applied as a principal payment on such Distribution Date)
over (ii) the Overcollateralization Target Amount for such
Distribution Date.


“Extra Principal Distribution
Amount”:  With respect to any Distribution Date, the
lesser of (x) the Net Monthly Excess Cashflow for such
Distribution Date and (y) the Overcollateralization Deficiency
Amount for such Distribution Date.


“Extraordinary Trust Fund
Expense”:  Any amounts reimbursable to the Trustee
or the Delaware Trustee, or any director, officer, employee or
agent of the Trustee or the Delaware Trustee, as applicable, from
the Trust pursuant to Section 8.05, any amounts payable from
the Distribution Account in respect of taxes pursuant to
Section 10.01(g)(iii), any amounts payable from the
Distribution Account in respect of any REMIC pursuant to
Section 10.01(c), any amounts payable from the Trust as a
trustee fee for any successor trustee and any amounts payable by
the Trustee for the recording of the assignments of mortgage
pursuant to Section 2.01.


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


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


“Final Maturity Reserve
Account”:  As defined in Section 4.10(a) hereof.


“Final Maturity Reserve Funding
Date”:  The earlier of (a) the Distribution Date in
December 2036 and (b) the Distribution Date on which the amount on
deposit in the Final Maturity Reserve Account (after giving effect
to all distributions on such Distribution Date other than
distributions from the Final Maturity Reserve Account) is equal to
the Stated Principal Balance of the Mortgage Loans having 40-year
original terms to maturity (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and, if
such Distribution Date is on or after the Distribution Date in
January 2027, less the Overcollateralized Amount with respect to
such Distribution Date.


“Final Maturity Reserve
Rate”:  An annual rate of 0.80%. 


“Final Maturity Reserve
Shortfall”:  With respect to any Distribution Date,
the excess of (a) the Stated Principal Balance of the Mortgage
Loans having 40-year original terms to maturity (after giving
effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment
Period) over (b) amounts on deposit in the Final Maturity
Reserve Account (after giving effect to all distributions on such
Distribution Date other than distributions from the Final Maturity
Reserve Account).


“Final Maturity Reserve
Trust”:  As defined in Section 4.10(a) hereof.


“Final Maturity Reserve Trust
Trustee”:  Deutsche Bank National Trust Company, not
in its individual capacity but solely in its capacity as a trustee
of the Final Maturity Reserve Trust, and any successor thereto.


“Final Recovery
Determination”:  With respect to any defaulted
Mortgage Loan or any REO Property (other than a Mortgage Loan or
REO Property purchased by the Seller or the Servicer pursuant to or
as contemplated by Section 2.03, Section 3.16(c) or Section 9.01),
a determination made by the Servicer that all Insurance Proceeds,
Liquidation Proceeds and other payments or recoveries which the
Servicer, in its reasonable good faith judgment, expects to be
finally recoverable in respect thereof have been so
recovered.  The Servicer shall maintain records, prepared by a
Servicing Representative, of each Final Recovery Determination made
thereby.


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


“Fixed Rate Mortgage
Loan”:  A Mortgage Loan which provides for a fixed
Mortgage Rate payable with respect thereto.


“Formula Rate”:  For
any Distribution Date and the Class A Certificates, the Mezzanine
Certificates and the Class B Certificates, the lesser of (x) LIBOR
plus the related Certificate Margin and (y) the related Maximum Cap
Rate. 


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


“Gross Margin”: 
With respect to each Adjustable Rate Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note that is added to
the Index on each Adjustment Date in accordance with the terms of
the related Mortgage Note used to determine the Mortgage Rate for
such Mortgage Loan.


“Gross Subsequent
Recoveries”:  Any unexpected recoveries related to a
Liquidated Mortgage Loan received by the Servicer which were
allocated as a Realized Loss in reducing a Certificate Principal
Balance of a Class of the Mezzanine Certificates or the Class B
Certificates on a Distribution Date prior to the Prepayment Period
in which such funds were received.  Gross Subsequent
Recoveries may include but are not limited to unanticipated
insurance settlements, tax refunds or mortgage bankruptcy
distributions.


“Group I Closing Date Mortgage
Loans”:  Any of the Group I Mortgage Loans
included in the Trust Fund on the Closing Date.  The aggregate
Cut-off Date Principal Balance of the Group I Closing Date
Mortgage Loans is equal to $505,321,383.80.


“Group I Final Maturity Reserve
Amount”:  With respect to any Distribution Date (a)
on and after the Distribution Date in January 2017 up to and
including the earlier of (i) the Distribution Date in December 2026
and (ii) the Final Maturity Reserve Funding Date, if the Stated
Principal Balance of the Mortgage Loans having 40-year original
terms to maturity is greater than the Stated Principal Balance for
such Distribution Date set forth in Schedule III attached hereto,
the lesser of (A) the product of (i) the Final Maturity Reserve
Rate, (ii) the aggregate Stated Principal Balance of the Group I
Mortgage Loans having 40-year original terms to maturity on the
first day of the related Due Period (not including for this purpose
the Group I Mortgage Loans for which prepayments in full have been
received and distributed in the month prior to that Distribution
Date) and (iii) a fraction, the numerator of which is the actual
number of days in the related Accrual Period and the denominator of
which is 360 and (B) the Final Maturity Reserve Shortfall for such
Distribution Date multiplied by a fraction, (1) the numerator of
which is the aggregate Stated Principal Balance of the Group I
Mortgage Loans on the first day of the related Due Period (not
including for this purpose the Group I Mortgage Loans for which
prepayments in full have been received and distributed in the month
prior to that Distribution Date), and (2) the denominator of which
is the aggregate Stated Principal Balance of the Mortgage Loans on
the first day of the related Due Period (not including for this
purpose the Mortgage Loans for which prepayments in full have been
received and distributed in the month prior to that Distribution
Date), and (b) on any other Distribution Date, zero.


“Group I Interest Remittance
Amount”:  With respect to any Distribution Date,
that portion of the Available Funds for such Distribution Date
attributable to interest received or advanced with respect to the
Group I Mortgage Loans or to Compensating Interest paid by the Servicer with respect to the Group I Mortgage Loans.


“Group I Mortgage
Loans”:  Those Mortgage Loans identified as
Group I Mortgage Loans on the Mortgage Loan Schedule.


“Group I Net Swap
Payment”:  With respect to any Distribution Date,
the Net Swap Payment for such Distribution Date multiplied by the
Group I Swap Percentage for such Distribution Date.


“Group I Principal Allocation
Percentage”:  With respect to any Distribution Date,
the percentage equivalent of a fraction, the numerator of which is
(x) the Group I Principal Remittance Amount for such
Distribution Date, and the denominator of which is (y) the
Principal Remittance Amount for such Distribution Date.


“Group I Principal
Distribution Amount”:  With respect to any
Distribution Date, the sum of (i) (x) the Group I Principal
Remittance Amount minus (y) the amount of any Overcollateralization
Release Amount for such Distribution Date multiplied by the Group I
Principal Allocation Percentage, and (ii) the Extra Principal
Distribution Amount multiplied by the Group I Principal Allocation
Percentage for such Distribution Date.


“Group I Principal Remittance
Amount”:  With respect to any Distribution Date, the
sum of (i) all scheduled payments of principal collected or
advanced on the Group I Mortgage Loans by the Servicer that
were due during the related Due Period, (ii) all partial and full
principal prepayments of the Group I Mortgage Loans applied by
the Servicer during the related Prepayment Period, (iii) the
principal portion of all Net Liquidation Proceeds, Insurance
Proceeds and Gross Subsequent Recoveries received during the
related Prepayment Period with respect to the Group I Mortgage
Loans, (iv) that portion of the Purchase Price, representing
principal of any repurchased Group I Mortgage Loan, deposited
to the Collection Account during the related Prepayment Period, (v)
the principal portion of any Substitution Adjustments deposited in
the Collection Account during the related Prepayment Period with
respect to the Group I Mortgage Loans and (vi) on the
Distribution Date on which the Trust is to be terminated in
accordance with this Agreement, that portion of the Termination
Price representing principal with respect to the Group I
Mortgage Loans.


“Group I Senior
Certificates”:  The Class I-A Certificates.


“Group I Senior Principal
Distribution Amount”:  With respect to any
Distribution Date, the amount equal to the lesser of (I) the
aggregate Certificate Principal Balance of the Group I Senior
Certificates immediately prior to such Distribution Date and (II)
the excess of (x) the aggregate Certificate Principal Balance of
the Group I Senior Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i)
61.50% and (ii) the aggregate Stated Principal Balance of the Group
I Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period) and (B) the aggregate Stated Principal Balance
of the Group I Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the
related Prepayment Period) minus 0.50% of the aggregate Stated
Principal Balance of the Group I Mortgage Loans as of the Cut-off
Date.


“Group I Swap
Payment”:  With respect to any Distribution Date,
the Swap Payment for such Distribution Date multiplied by the Group
I Swap Percentage for such Distribution Date.


“Group I Swap
Percentage”:  With respect to any Distribution Date,
the percentage equivalent of a fraction, the numerator of which is
the aggregate Stated Principal Balance of the Group I Mortgage
Loans and the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans, in each case, as of the
last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period).  For
the avoidance of doubt, the sum of the Group I Swap Percentage and
the Group II Swap Percentage shall equal 100%.


“Group I Swap Termination
Payment”:  The Swap Termination Payment payable by
the Supplemental Interest Trust Trustee multiplied by the Group I
Swap Percentage for such Distribution Date.


“Group II Closing Date
Mortgage Loans”:  Any of the Group II Mortgage
Loans included in the Trust Fund on the Closing Date.  The
aggregate Cut-off Date Principal Balance of the Group II
Closing Date Mortgage Loans is equal to $994,678,687.06.


“Group II Final Maturity Reserve
Amount”:  With respect to any Distribution Date (a)
on and after the Distribution Date in January 2017 up to and
including the earlier of (i) the Distribution Date in December 2026
and (ii) the Final Maturity Reserve Funding Date, if the Stated
Principal Balance of the Mortgage Loans having 40-year original
terms to maturity is greater than the Stated Principal Balance for
such Distribution Date set forth in Schedule III attached hereto,
the lesser of (A) the product of (i) the Final Maturity Reserve
Rate, (ii) the aggregate Stated Principal Balance of the Group II
Mortgage Loans having 40-year original terms to maturity on the
first day of the related Due Period (not including for this purpose
the Group II Mortgage Loans for which prepayments in full have been
received and distributed in the month prior to that Distribution
Date) and (iii) a fraction, the numerator of which is the actual
number of days in the related Accrual Period and the denominator of
which is 360 and (B) the Final Maturity Reserve Shortfall for such
Distribution Date multiplied by a fraction, (1) the numerator of
which is the aggregate Stated Principal Balance of the Group II
Mortgage Loans on the first day of the related Due Period (not
including for this purpose the Group II Mortgage Loans for which
prepayments in full have been received and distributed in the month
prior to that Distribution Date), and (2) the denominator of which
is the aggregate Stated Principal Balance of the Mortgage Loans on
the first day of the related Due Period (not including for this
purpose the Mortgage Loans for which prepayments in full have been
received and distributed in the month prior to that Distribution
Date), and (b) on any other Distribution Date, zero.


“Group II Interest Remittance
Amount”:  With respect to any Distribution Date,
that portion of the Available Funds for such Distribution Date
attributable to interest received or advanced with respect to the
Group II Mortgage Loans or to Compensating Interest paid by
the Servicer with respect to the Group II Mortgage Loans.


“Group II Mortgage
Loans”:  Those Mortgage Loans identified as
Group II Mortgage Loans on the Mortgage Loan Schedule.


“Group II Net Swap
Payment”:  With respect to any Distribution Date,
the Net Swap Payment for such Distribution Date multiplied by the
Group II Swap Percentage for such Distribution Date.


“Group II Principal Allocation
Percentage”:  With respect to any Distribution Date,
the percentage equivalent of a fraction, the numerator of which is
(x) the Group II Principal Remittance Amount for such
Distribution Date, and the denominator of which is (y) the
Principal Remittance Amount for such Distribution Date.


“Group II Principal
Distribution Amount”:  With respect to any
Distribution Date, the sum of (i) (x) the Group II Principal
Remittance Amount minus (y) the amount of any Overcollateralization
Release Amount for such Distribution Date multiplied by the Group
II Principal Allocation Percentage, and (ii) the Extra Principal
Distribution Amount multiplied by the Group II Principal Allocation
Percentage for such Distribution Date.


“Group II Principal Remittance
Amount”:  With respect to any Distribution Date, the
sum of (i) all scheduled payments of principal collected or
advanced on the Group II Mortgage Loans by the Servicer that
were due during the related Due Period, (ii) all partial and full
principal prepayments of the Group II Mortgage Loans applied
by the Servicer during the related Prepayment Period, (iii) the
principal portion of all Net Liquidation Proceeds, Insurance
Proceeds and Gross Subsequent Recoveries received during the
related Prepayment Period with respect to the Group II
Mortgage Loans, (iv) that portion of the Purchase Price,
representing principal of any repurchased Group II Mortgage
Loan, deposited to the Collection Account during the related
Prepayment Period, (v) the principal portion of any Substitution
Adjustments deposited in the Collection Account during the related
Prepayment Period with respect to the Group II Mortgage Loans
and (vi) on the Distribution Date on which the Trust is to be
terminated in accordance with this Agreement, that portion of the
Termination Price representing principal with respect to the
Group II Mortgage Loans.


“Group II Senior
Certificates”:  The Class II-A1 Certificates, the
Class II-A2 Certificates, the Class II-A3 Certificates and the
Class II-A4 Certificates.


“Group II Senior Principal
Distribution Amount”:  With respect to any
Distribution Date on or after the Stepdown Date and on which a
Trigger Event is not in effect, the amount equal to the lesser of
(I) the aggregate Certificate Principal Balance of the Group II
Senior Certificates immediately prior to such Distribution Date and
(II) the excess of (x) the aggregate Certificate Principal
Balance of the Group II Senior Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the
product of (i) 61.50% and (ii) the aggregate Stated Principal
Balance of the Group II Mortgage Loans as of the last day of
the related Due Period (after giving effect to scheduled payments
of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the
aggregate Stated Principal Balance of the Group II Mortgage
Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment
Period) minus 0.50% of the aggregate Stated Principal Balance of
the Group II Mortgage Loans as of the Cut-off Date.


“Group II Swap
Payment”:  With respect to any Distribution Date,
the Swap Payment for such Distribution Date multiplied by the Group
II Swap Percentage for such Distribution Date.


“Group II Swap
Percentage”:  With respect to any Distribution Date,
the percentage equivalent of a fraction, the numerator of which is
the aggregate Stated Principal Balance of the Group II Mortgage
Loans and the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans, in each case,  as of
the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period).  For
the avoidance of doubt, the sum of the Group I Swap Percentage and
the Group II Swap Percentage shall equal 100%.


“Group II Swap Termination
Payment”:  The Swap Termination Payment payable by
the Supplemental Interest Trust Trustee multiplied by the Group II
Swap Percentage for such Distribution Date.


“Indenture”:  The
indenture or a document of similar import, if any, entered into
following the Closing Date, by the NIMS Issuer relating to the NIM
Notes to be issued thereunder.


“Independent”:  When
used with respect to any specified Person, any such Person who
(a) is in fact independent of the Depositor, the Servicer and
their respective Affiliates, (b) does not have any direct
financial interest in or any material indirect financial interest
in the Depositor or the Servicer or any Affiliate thereof, and
(c) is not connected with the Depositor or the Servicer or any
Affiliate thereof as an officer, employee, promoter, underwriter,
trustee, trust administrator, partner, director or Person
performing similar functions; provided, however, that
a Person shall not fail to be Independent of the Depositor or the
Servicer or any Affiliate thereof merely because such Person is the
beneficial owner of 1% or less of any class of securities issued by
the Depositor or the Servicer or any Affiliate thereof, as the case
may be.


“Independent
Contractor”:  Either (i) any Person (other than
the Servicer) that would be an “independent contractor”
with respect to any of the REMICs created hereunder within the
meaning of Section 856(d)(3) of the Code if such REMIC were a
real estate investment trust (except that the ownership tests set
forth in that Section shall be considered to be met by any
Person that owns, directly or indirectly, 35% or more of any Class
of Certificates), so long as each such REMIC does not receive or
derive any income from such Person and provided that the
relationship between such Person and such REMIC is at arm’s
length, all within the meaning of Treasury Regulation
Section 1.856‐4(b)(5), or (ii) any other Person
(including the Servicer) if the Trustee has received an Opinion of
Counsel to the effect that the taking of any action in respect of
any REO Property by such Person, subject to any conditions therein
specified, that is otherwise herein contemplated to be taken by an
Independent Contractor will not cause such REO Property to cease to
qualify as “foreclosure property” within the meaning of
Section 860G(a)(8) of the Code (determined without regard to
the exception applicable for purposes of Section 860D(a) of
the Code), or cause any income realized in respect of such REO
Property to fail to qualify as Rents from Real Property.


“Index”:  With
respect to each Adjustable Rate Mortgage Loan and with respect to
each related Adjustment Date, the index as specified in the related
Mortgage Note.


“Initial Certificate Principal
Balance”:  With respect to any Regular Certificate,
the amount designated “Initial Certificate Principal
Balance” on the face thereof.


“Initial Notional
Amount”:  With respect to any Class C Certificate,
the amount designated “Initial Notional Amount” on the
face thereof.


“Insurance
Proceeds”:  Proceeds of any title policy, hazard
policy or other insurance policy covering a Mortgage Loan or the
related Mortgaged Property (including any related PMI Policy), to
the extent such proceeds are not (i) to be applied to the
restoration of the related Mortgaged Property or released to the
Mortgagor in accordance with the procedures that the Servicer would
follow in servicing mortgage loans held for its own account,
subject to the terms and conditions of the related Mortgage Note
and Mortgage or (ii) Gross Subsequent Recoveries with respect to
such Mortgage Loan.


“Insured NIM
Notes”:  Net interest margin securities, if any,
issued by the NIMS Issuer, which are backed, in whole or in part,
by the cashflow on certain or all of the Class C Certificates and
the Class P Certificates and insured by the NIMS Insurer.


“Interest Determination
Date”:  With respect to the Class A Certificates,
the Mezzanine Certificates and the Class B Certificates and each
Accrual Period, the second LIBOR Business Day preceding the
commencement of such Accrual Period.


“Interest Remittance
Amount”:  The Group I Interest Remittance Amount and
the Group II Interest Remittance Amount.


“Late Collections”: 
With respect to any Mortgage Loan, all amounts received subsequent
to the Determination Date immediately following any related Due
Period, whether as late payments of Monthly Payments or as
Insurance Proceeds, Liquidation Proceeds, Gross Subsequent
Recoveries or otherwise, which represent late payments or
collections of principal and/or interest due (without regard to any
acceleration of payments under the related Mortgage and Mortgage
Note) but delinquent on a contractual basis for such Due Period and
not previously recovered.


“LIBOR”:  With
respect to each Accrual Period, the rate determined by the Trustee
on the related Interest Determination Date on the basis of the
“Interest Settlement Rate” for United States dollar
deposits of one‐month maturity set forth by the British
Bankers’ Association (the “BBA”), as such rate
appears on the Telerate Page 3750, as of 11:00 a.m. (London time)
on such Interest Determination Date.  With respect to any
Interest Determination Date, if the BBA’s Interest Settlement
Rate does not appear on Telerate Page 3750 as of 11:00 a.m. (London
time) on such date, or if Telerate Page 3750 is not available on
such date the Trustee will obtain such rate from Reuters Monitor
Money Rates Service page “LIBOR01” or Bloomberg L.P.
page “BBAM.”  Alternatively, the Trustee may
request the principal London office of each of the Reference Banks
to provide a quotation of its rate.  On such Interest
Determination Date, LIBOR for the related Accrual Period will be
established by the Trustee as follows:



(i)         If on such
Interest Determination Date two or more Reference Banks provide
such offered quotations, LIBOR for the related Accrual Period shall
be the arithmetic mean of such offered quotations (rounded upwards
if necessary to the nearest whole multiples of 0.03125%); and



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


The Trustee will select a particular index
as the alternative index only if it receives an Opinion of Counsel
that the selection of such index will not cause any REMIC to lose
its classification as a REMIC for federal income tax purposes.


“LIBOR Business
Day”:  Any day on which banks in The City of London,
England and New York City are open for conducting transactions in
foreign currency and exchange.


“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 herein, 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
Event”:  With respect to any Mortgage Loan, any of
the following events: (i) such Mortgage Loan is paid in full;
(ii) a Final Recovery Determination is made as to such
Mortgage Loan or (iii) such Mortgage Loan is removed from the
Trust Fund by reason of its being purchased, sold or replaced
pursuant to or as contemplated by Section 2.03, Section
3.16(c) or Section 9.01.  With respect to any REO
Property, either of the following events:  (i) a Final
Recovery Determination is made as to such REO Property or
(ii) such REO Property is removed from the Trust Fund by
reason of its being sold or purchased pursuant to Section 3.16(c),
Section 3.23 or Section 9.01.


“Liquidation
Proceeds”:  The amount (other than amounts received
in respect of the rental of any REO Property prior to REO
Disposition) received by the Servicer in connection with
(i) the taking of all or a part of a Mortgaged Property by
exercise of the power of eminent domain or condemnation,
(ii) the liquidation of a defaulted Mortgage Loan by means of
a trustee’s sale, foreclosure sale or otherwise or
(iii) the repurchase, substitution or sale of a Mortgage Loan
or an REO Property pursuant to or as contemplated by
Section 2.03, Section 3.16(c), Section 3.23 or
Section 9.01.


“Loan Group”: 
Either Loan Group I or Loan Group II.


“Loan
Group I”:  All of the Group I Mortgage
Loans collectively.


“Loan
Group II”:  All of the Group II Mortgage
Loans collectively.


“Loan‐to‐Value
Ratio”:  As of any date and as to any Mortgage Loan,
the fraction, expressed as a percentage, the numerator of which is
the (x) Principal Balance of the Mortgage Loan (if such
Mortgage Loan is secured by a first lien on the related Mortgaged
Property) or the sum of the Principal Balance of the Mortgage Loan
and any other mortgage loan secured by a senior lien on the related
Mortgaged Property (if such Mortgage Loan is secured by a junior
lien on the related Mortgaged Property) and the denominator of
which is (y) the 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 or
destroyed and has not been replaced, an affidavit from the Seller
certifying that the original Mortgage Note has been lost or
destroyed (together with a copy of the related Mortgage Note and
indemnifying the Trust against any loss, cost or liability
resulting from the failure to deliver the original Mortgage Note)
in the form of Exhibit H hereto.


“Marker Rate”:
  With respect to the Class C Interest and any
Distribution Date, a per annum rate equal to two (2) multiplied by
the weighted average of the Pass-Through Rates for REMIC 2 Regular
Interests A-IA, A-IIA1, A-IIA2, A-IIA3, A-IIA4, M1, M2, M3, M4, M5,
M6, M7, M8, M9, B1, B2 and ZZ, with (A) the rates on each such
REMIC 2 Regular Interest (other than the REMIC 2 Regular Interest
ZZ) subject to a floor and a cap equal to the lesser of (i) LIBOR
plus the Certificate Margin for the Corresponding Certificate for
such REMIC 2 Regular Interest, and (ii) the Net WAC Rate for the
Corresponding Certificates as computed for federal income tax
purposes, (B) the rate on REMIC 2 Regular Interest ZZ subject to a
cap of zero for purposes of this calculation, and (C) the rates on
all of the REMIC 2 Regular Interests multiplied by a fraction the
numerator of which is the actual number of days elapsed in the
Accrual Period for each such REMIC 2 Regular Interest and the
denominator of which is 30.



“Maximum Cap Rate”: 


For any Distribution Date and the Group I
Senior Certificates, a per annum rate equal to (a) the product of
(i) the weighted average of the Adjusted Net Maximum Mortgage Rates
of the Group I Mortgage Loans, weighted on the basis of the Stated
Principal Balances thereof as of the Due Date in the month
preceding the month of such Distribution Date (adjusted for
principal payments distributed on a prior Distribution Date) and
(ii) the sum of (I) a fraction (1) the numerator of which is the
aggregate Stated Principal Balance of the Mortgage Loans as of the
Due Date in the month preceding the month of such Distribution
Date, and (2) the denominator of which is aggregate Certificate
Principal Balance of the Class A Certificates, the Mezzanine
Certificates and the Class B Certificates immediately prior to such
Distribution Date, and (II) a fraction (1) the numerator of which
is (A) any Net Counterparty Payment for such Distribution Date less
(B) the Aggregate Final Maturity Reserve Amount for such
Distribution Date less (C) any unpaid Swap Termination Payment
payable by the Supplemental Interest Trust Trustee, including any
amount remaining unpaid from prior Distribution Dates (unless the
Swap Counterparty is the Defaulting Party or the sole Affected
Party (each, as defined in the Swap Agreement)), less (D) the Net
Swap Payment, if any, for such Distribution Date, in each case
multiplied by 12, and (2) the denominator of which is the aggregate
Certificate Principal Balance of the Class A Certificates, the
Mezzanine Certificates and the Class B Certificates immediately
prior to such Distribution Date multiplied by (b) a fraction, the
numerator of which is 30 and the denominator of which is the actual
number of days elapsed in the related Accrual Period.


For any Distribution Date and the Group II
Senior Certificates, a per annum rate equal to (a) the product of
(i) the weighted average of the Adjusted Net Maximum Mortgage Rates
of the Group II Mortgage Loans, weighted on the basis of the Stated
Principal Balances thereof as of the Due Date in the month
preceding the month of such Distribution Date (adjusted for
principal payments distributed on a prior Distribution Date) and
(ii) the sum of (I) a fraction (1) the numerator of which is the
aggregate Stated Principal Balance of the Mortgage Loans as of the
Due Date in the month preceding the month of such Distribution
Date, and (2) the denominator of which is aggregate Certificate
Principal Balance of the Class A Certificates, the Mezzanine
Certificates and the Class B Certificates immediately prior to such
Distribution Date, and (II) a fraction (1) the numerator of which
is (A) any Net Counterparty Payment for such Distribution Date less
(B) the Aggregate Final Maturity Reserve Amount for such
Distribution Date less (C) any unpaid Swap Termination Payment
payable by the Supplemental Interest Trust Trustee, including any
amount remaining unpaid from prior Distribution Dates (unless the
Swap Counterparty is the Defaulting Party or the sole Affected
Party (each, as defined in the Swap Agreement)), less (D) the Net
Swap Payment, if any, for such Distribution Date, in each case
multiplied by 12, and (2) the denominator of which is the aggregate
Certificate Principal Balance of the Class A Certificates, the
Mezzanine Certificates and the Class B Certificates immediately
prior to such Distribution Date multiplied by (b) a fraction, the
numerator of which is 30 and the denominator of which is the actual
number of days elapsed in the related Accrual Period.


For any Distribution Date and the Mezzanine
Certificates and the Class B Certificates, a per annum rate equal
to the weighted average (weighted on the basis of the results of
subtracting from the aggregate principal balance of each Loan Group
as of the Due Date in the month preceding the month of such
Distribution Date (adjusted for principal payments distributed on a
prior Distribution Date) the sum of the current Certificate
Principal Balances of the related classes of the Class A
Certificates) of (1) the Maximum Cap Rate with respect to the Group
I Senior Certificates and (2) the Maximum Cap Rate with respect to
the Group II Senior Certificates. 


“Maximum ZZ Uncertificated Accrued
Interest Deferral Amount”: With respect to any
Distribution Date, the excess of (i) Uncertificated Accrued
Interest calculated with the Uncertificated Pass-Through Rate for
REMIC 2 Regular Interest ZZ and an Uncertificated Principal Balance
equal to the excess of (x) the Uncertificated Principal Balance of
REMIC 2 Regular Interest ZZ over (y) the REMIC 2 Overcollateralized
Amount, in each case for such Distribution Date, over (ii)
Uncertificated Accrued Interest on REMIC 2 Regular Interests A-IA,
A-IIA1, A-IIA2, A-IIA3, A-IIA4, M1, M2, M3, M4, M5, M6, M7, M8, M9,
B1 and B2, with the rate on each such REMIC 2 Regular Interest
subject to a floor and a cap equal to the lesser of (i) LIBOR plus
the Certificate Margin for the Corresponding Certificate for such
REMIC 2 Regular Interest, and (ii) the Net WAC Rate for the
Corresponding Certificates as computed for federal income tax
purposes; provided, however, that for this purpose, calculations of
the Uncertificated REMIC 2 Pass-Through Rate and the related caps
with respect to all of the REMIC 2 Regular Interests shall be
multiplied by a fraction, the numerator of which is the actual
number of days in the Accrual Period and the denominator of which
is 30.


“Maximum Mortgage
Rate”:  With respect to each Mortgage Loan, the
percentage set forth in the related Mortgage Note as the maximum
Mortgage Rate thereunder.


“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.


“Mezzanine
Certificates”:  The Class M‐1 Certificates,
the Class M-2 Certificates, the Class M-3 Certificates, the Class
M‐4 Certificates, the Class M-5 Certificates, the Class
M‐6 Certificates, the Class M-7 Certificates, the Class M-8
Certificates and the Class M‐9 Certificates.


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


“Minimum Mortgage
Rate”:  With respect to each Mortgage Loan, the
percentage set forth in the related Mortgage Note as the minimum
Mortgage Rate thereunder.


“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 Interest Distributable
Amount”:  With respect to any Distribution Date and
the Class A Certificates, the Mezzanine Certificates and the Class
B Certificates, the amount of interest accrued during the related
Accrual Period at the related Pass-Through Rate on the Certificate
Principal Balance of such Class immediately prior to such
Distribution Date.  With respect to the Class C Interest and
any Distribution Date, the amount of interest accrued during the
related Accrual Period at the related Pass-Through Rate on the
Notional Amount of such Class immediately prior to such
Distribution Date.  With respect to the Class C Certificates
and any Distribution Date, the Monthly Interest Distributable
Amount shall equal the Monthly Interest Distributable Amount for
the Class C Interest.


In all cases, the Monthly Interest
Distributable Amount for any Class of Certificates and the Class C
Interest shall be reduced by any Net Prepayment Interest Shortfalls
and Relief Act Interest Shortfalls allocated to such Class under
Section 1.03.


“Monthly Payment”: 
With respect to any Mortgage Loan, the scheduled monthly payment of
principal and interest on such Mortgage Loan which is payable by
the related Mortgagor from time to time under the related Mortgage
Note, determined:  (a) after giving effect to
(i) any Deficient Valuation and/or Debt Service Reduction with
respect to such Mortgage Loan and (ii) any reduction in the
amount of interest collectible from the related Mortgagor pursuant
to the Relief Act; (b) without giving effect to any extension
granted or agreed to by the Servicer pursuant to Sections 3.01 and
3.07; and (c) on the assumption that all other amounts, if
any, due under such Mortgage Loan are paid when due.


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


“Mortgage”:  The
mortgage, deed of trust or other instrument creating a first lien
or second lien on, or first priority security interest in or second
priority security interest in, a Mortgaged Property securing a
Mortgage Note.


“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.


“Mortgage Loan”: 
Each mortgage loan transferred and assigned to the Trust and
delivered to the Trustee or another Custodian pursuant to Section
2.01 or Section 2.03(d) as from time to time held as a part of the
Trust Fund, the Mortgage Loans so held being identified in the
Mortgage Loan Schedule.


“Mortgage Loan Purchase
Agreement”:  The agreement between the Servicer, in
its capacity as Seller, and the Depositor, regarding the transfer
of the Mortgage Loans by the Seller to or at the direction of the
Depositor, substantially in the form attached hereto as
Exhibit C.


“Mortgage Loan
Schedule”:  As of any date, the list of Mortgage
Loans included in REMIC 1 on such date, attached hereto as
Exhibit D.  The Mortgage Loan Schedule shall be
prepared by the Seller and shall set forth the following
information as of the Cut‐off Date with respect to each
Mortgage Loan, as applicable:



(i)           the
Mortgagor’s name and the originator’s Mortgage Loan
identifying number;



(ii)          
the street address of the Mortgaged Property including the state
and zip code;



(iii)          a code
indicating whether the Mortgaged Property is
owner‐occupied;



(iv)          the type
of Residential Dwelling constituting the Mortgaged Property;



(v)          the
original months to maturity;



(vi)          the
Loan‐to‐Value Ratio and the combined
Loan‐to‐Value Ratio at origination;



(vii)         the Mortgage
Rate in effect immediately following the Cut‐off Date;



(viii)        the date on which
the first Monthly Payment was due on the Mortgage Loan;



(ix)          the
stated maturity date;



(x)          the
amount of the Monthly Payment due on the first Due Date after the
Cut‐off Date;



(xi)          the last
Due Date on which a Monthly Payment was actually applied to the
unpaid Stated Principal Balance;



(xii)         the original
principal amount of the Mortgage Loan;



(xiii)        the Stated
Principal Balance of the Mortgage Loan as of the Close of Business
on the Cut‐off Date;



(xiv)        whether such
Mortgage Loan is a Fixed Rate Mortgage Loan or an Adjustable Rate
Mortgage Loan, and with respect to each Adjustable Rate Mortgage
Loan:  (a) the Gross Margin, (b) the Maximum
Mortgage Rate, (c) the Minimum Mortgage Rate, (d) the Periodic
Rate Cap for the first Adjustment Date and each subsequent
Adjustment Date and (e) the next Adjustment Date immediately
following the Cut‐off Date;



(xv)         a code
indicating the purpose of the Mortgage Loan (i.e., purchase
financing, rate/term refinancing, cash‐out refinancing);



(xvi)        the Mortgage Rate
at origination;



(xvii)       a code indicating the
documentation program;



(xviii)      the Seller’s risk grade
and the FICO score;



(xix)        the Origination
Value of the Mortgaged Property;



(xx)         the sale price
of the Mortgaged Property, if applicable;



(xxi)        whether such
Mortgage Loan is secured by a first lien or a second lien on the
related Mortgaged Property;



(xxii)       the date of
origination;



(xxiii)      the stated remaining months
to maturity as of the Cut‐off Date;



(xxiv)      the current principal and
interest payment of the Mortgage Loan as of the Cut‐off
Date;



(xxv)       the interest “paid
to date” of the Mortgage Loan as of the Cut‐off
Date;



(xxvi)      a code indicating whether the
Mortgage Loan is a Group I Mortgage Loan or a Group II
Mortgage Loan;



(xxvii)     a code indicating the Index that is
associated with such Mortgage Loan (if such Mortgage Loan is an
Adjustable Rate Mortgage Loan);



(xxviii)     the rate adjustment frequency (if
such Mortgage Loan is an Adjustable Rate Mortgage Loan);



(xxix)      the number of years the
prepayment penalty is in effect;



(xxx)       a code indicating that
such Mortgage Loan is covered under the PMI Policy, if applicable;
and



(xxxi)      with respect to each MOM Loan,
the related MIN.


The Mortgage Loan Schedule shall set
forth the following information, with respect to the Mortgage Loans
in the aggregate as of the Cut‐off Date:  (1) the
number of Mortgage Loans; (2) the Cut‐off Date Principal
Balance of the Mortgage Loans; (3) the weighted average
Mortgage Rate of the Mortgage Loans and (4) the weighted
average maturity of the Mortgage Loans.  The Mortgage Loan
Schedule shall be amended from time to time by the Servicer in
accordance with the provisions of this Agreement.  With
respect to any Qualified Substitute Mortgage Loan, Cut‐off
Date shall refer to the related Cut‐off Date for such
Mortgage Loan, determined in accordance with the definition of
Cut‐off Date herein.  The Mortgage Loan Schedule shall
clearly identify the Mortgage Loans that are included in
Group I Mortgage Loans and those that are included in
Group II Mortgage Loans.


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


“Mortgage Pool”: 
The pool of Mortgage Loans, identified on Exhibit D from time
to time, and any REO Properties acquired in respect thereof.


“Mortgage Rate”: 
With respect to each Fixed Rate Mortgage Loan, the annual rate set
forth in the related Mortgage Note, as amended, modified or
supplemented from time to time.  With respect to each
Adjustable Rate Mortgage Loan, the annual rate at which interest
accrues on such Mortgage Loan from time to time in accordance with
the provisions of the related Mortgage Note, which rate (A) as
of any date of determination until the first Adjustment Date
following the Cut‐off Date shall be the rate set forth in the
Mortgage Loan Schedule as the Mortgage Rate in effect
immediately following the Cut‐off Date and (B) as of any
date of determination thereafter shall be the rate as adjusted on
the most recent Adjustment Date, to equal the sum, rounded to the
next highest or nearest 0.125% (as provided in the Mortgage Note),
of the Index, determined as set forth in the related Mortgage Note,
plus the related Gross Margin subject to the limitations set forth
in the related Mortgage Note.  With respect to each Mortgage
Loan that becomes an REO Property, as of any date of determination,
the annual rate determined in accordance with the immediately
preceding sentence as of the date such Mortgage Loan became an REO
Property.


“Mortgaged
Property”:  The underlying property securing a
Mortgage Loan, including any REO Property, consisting of a fee
simple or leasehold estate in a parcel of real property improved by
a Residential Dwelling.


“Mortgagor”:  The
obligor on a Mortgage Note.


“Net Counterparty
Payment”:  With respect to any Distribution Date,
the amount, if any, by which the Counterparty Payment for such
Distribution Date exceeds the Swap Payment for such Distribution
Date.


“Net Liquidation
Proceeds”:  With respect to any Liquidated Mortgage
Loan or any other disposition of related Mortgaged Property
(including REO Property), the related Liquidation Proceeds net of
Advances, Servicing Advances, Servicing Fees and any other
servicing fees received and retained in connection with the
liquidation of such Mortgage Loan or Mortgaged Property in
accordance with the terms of this Agreement.


“Net Monthly Excess Cashflow”:  With respect to each Distribution Date,
the sum of (a) any Overcollateralization Release Amount for such
Distribution Date, (b) any Remaining Principal Distribution Amount
and (c) the positive excess of (x) Available Funds for such
Distribution Date over (y) the sum for such Distribution Date of
(A) the Monthly Interest Distributable Amounts for the Class A
Certificates, the Mezzanine Certificates and the Class B
Certificates, (B) the Unpaid Interest Shortfall Amounts for the
Class A Certificates, (C) the Net Swap Payment, (D) the Aggregate
Final Maturity Reserve Amount, (E) any unpaid Swap Termination
Payment payable by the Supplemental Interest Trust Trustee,
including any amount remaining unpaid from prior Distribution Dates
(unless the Swap Counterparty is the Defaulting Party or the sole
Affected Party (each, as defined in the Swap Agreement)), and (F)
the Principal Remittance Amount.


“Net Mortgage
Rate”:  With respect to any Mortgage Loan (or the
related REO Property), as of any date of determination, a per annum
rate of interest equal to the then applicable Mortgage Rate for
such Mortgage Loan minus the Servicing Fee Rate.


“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 Swap Payment”: 
With respect to any Distribution Date, the amount, if any, by which
the Swap Payment exceeds the Counterparty Payment on such
Distribution Date.  For avoidance of doubt, the Net Swap
Payment with respect to any Distribution Date shall equal to the
sum of the Group I Net Swap Payment and the Group II Net Swap
Payment for such Distribution Date.


“Net WAC Rate”: 


For any Distribution Date (other than the
first Distribution Date) and the Group I Senior Certificates is a
per annum rate equal to (a) the excess, if any, of (i) the weighted
average of the Adjusted Net Mortgage Rates of the Group I Mortgage
Loans, weighted on the basis of the Stated Principal Balances
thereof as of the Due Date in the month preceding the month of such
Distribution Date (adjusted for principal payments distributed on a
prior Distribution Date) over (ii) the percentage equivalent of a
fraction, (1) the numerator of which is the sum of (A) the Group I
Final Maturity Reserve Amount for such Distribution Date, (B) any
unpaid Group I Swap Termination Payment, including any amount
remaining unpaid from prior Distribution Dates (unless the Swap
Counterparty is the Defaulting Party or the sole Affected Party
(each, as defined in the Swap Agreement)), and (C) the Group I Net
Swap Payment, if any, for such Distribution Date, in each case
multiplied by 12, and (2) the denominator of which is the aggregate
Stated Principal Balance of the Group I Mortgage Loans as of the
Due Date in the month preceding the month of such Distribution Date
multiplied by (b) a fraction, the numerator of which is 30 and the
denominator of which is the actual number of days elapsed in the
related Accrual Period.  For federal income tax purposes, the
Net WAC Rate for the Group I Senior Certificates shall be expressed
as a rate equal to the Uncertificated REMIC 2 Pass-Through Rate for
REMIC 2 Regular Interest 1GRP multiplied by a fraction, the
numerator of which is 30 and the denominator of which is the actual
number of days elapsed in the related Accrual Period.


For any Distribution Date (other than the
first Distribution Date) and the Group II Senior Certificates is a
per annum rate equal to (a) the excess, if any, of (i) the weighted
average of the Adjusted Net Mortgage Rates of the Group II Mortgage
Loans, weighted on the basis of the Stated Principal Balances
thereof as of the Due Date in the month preceding the month of such
Distribution Date (adjusted for principal payments distributed on a
prior Distribution Date) over (ii) the percentage equivalent of a
fraction, (1) the numerator of which is the sum of (A) the Group II
Final Maturity Reserve Amount for such Distribution Date, (B) any
unpaid Group II Swap Termination Payment, including any amount
remaining unpaid from prior Distribution Dates (unless the Swap
Counterparty is the Defaulting Party or the sole Affected Party
(each, as defined in the Swap Agreement)), and (C) the Group II Net
Swap Payment, if any, for such Distribution Date, in each case
multiplied by 12, and (2) the denominator of which is the aggregate
Stated Principal Balance of the Group II Mortgage Loans as of the
Due Date in the month preceding the month of such Distribution Date
multiplied by (b) a fraction, the numerator of which is 30 and the
denominator of which is the actual number of days elapsed in the
related Accrual Period.  For federal income tax purposes, the
Net WAC Rate for the Group II Senior Certificates shall be
expressed as a rate equal to the Uncertificated REMIC 2
Pass-Through Rate for REMIC 2 Regular Interest 2GRP multiplied by a
fraction, the numerator of which is 30 and the denominator of which
is the actual number of days elapsed in the related Accrual
Period.


For any Distribution Date and the Mezzanine
Certificates and the Class B Certificates, the Subordinated Net WAC
Rate.


The Net WAC Rate determined for federal
income tax purposes may differ from the Net WAC Rate.  In
particular, the Net WAC Rate for federal income tax purposes will
not be reduced by the amount of any Swap Termination Payment. 
The treatment of differences between the Net WAC Rate and the Rate
determined for federal income tax purposes is provided in Section
10.01(l).


“Net WAC Rate Carryover
Amount”:  With respect to the Class A Certificates,
the Mezzanine Certificates and the Class B Certificates and any
Distribution Date for which the Pass‐Through Rate for such
Class of Certificates for such Distribution Date is the related Net WAC Rate, the sum of (i) the positive excess of (A) the
amount of interest that would have been distributable to such Class
of Certificates on such Distribution Date if the Pass‐Through
Rate for such Class of Certificates for such Distribution Date were
calculated at the related Formula Rate over (B) the amount of
interest distributable on such Class of Certificates at the related
Net WAC Rate for such Distribution Date and (ii) the related
Net WAC Rate Carryover Amount for the previous Distribution Date
not previously distributed together with interest thereon at a rate
equal to the related Formula Rate for such Class of Certificates
for the most recently ended Accrual Period.


“New Lease”:  Any
lease of REO Property entered into on behalf of the Trust,
including any lease renewed or extended on behalf of the Trust if
the Trust has the right to renegotiate the terms of such lease.


“NIM Notes”:  The
Insured NIM Notes and the Other NIM Notes. 


“NIMS Insurer”:  A
Person, or any of its successors that shall be the insurer under an
insurance policy insuring certain payments on Insured NIM Notes, if
any, provided, however, upon the occurrence of certain events (as
set forth in the Indenture and/or any other agreement among such
Person, the NIMS Issuer, the Servicer, the Trustee and/or other
Persons), the NIMS Insurer shall be the Person designated in the
Indenture or such other agreement.  If none of the net
interest margin securities have been issued by the NIMS Issuer,
that are insured by an insurance policy, there shall be no NIMS
Insurer under this Agreement, all references to the NIMS Insurer or
Insured NIM Notes in this agreement are for administrative
convenience only, shall be completely disregarded and no Person
shall have any rights of the NIMS Insurer under this Agreement.


“NIMS Insurer
Default”:  The existence and continuation of any
default by the NIMS Insurer (including a failure by the NIMS
Insurer to make a payment) under an insurance policy or policies
issued in connection with the Indenture.


“NIMS Issuer”:  One
or more Affiliates of the Depositor and/or one or more entities
sponsored by an Affiliate of the Depositor.


“Nonrecoverable
Advance”:  Any Advance or Servicing Advance
previously made or proposed to be made in respect of a Mortgage
Loan or REO Property that, in the good faith business judgment of
the Servicer, will not or, in the case of a proposed Advance or
Servicing Advance, would not be ultimately recoverable from related
late payments, Insurance Proceeds or Liquidation Proceeds on such
Mortgage Loan or REO Property as provided herein.


“Notional Amount”: 
With respect to the Class C Interest, immediately prior to any
Distribution Date, an amount equal to the aggregate of the Uncertificated Principal Balances of the REMIC 1 Regular
Interests.  With respect to the Class C Certificates,
immediately prior to any Distribution Date, an amount equal to the
Notional Amount of the Class C Interest.  The Notional Amount
of the Class Swap IO Interest, the Class Swap IO Upper-Tier
Interest and REMIC 2 Regular Interest Swap IO will at all times
equal the Uncertificated Principal Balances of the REMIC 1 Regular
Interests with the designation “A” on such Distribution
Date.


“Officer's
Certificate”:  A certificate signed by the Chairman
of the Board, the Vice Chairman of the Board, the President, a vice
president (however denominated), the Treasurer, the Secretary, or
one of the assistant treasurers or assistant secretaries of the Servicer, the Seller or the Depositor, as applicable.


“Opinion of
Counsel”:  A written opinion of counsel, who may,
without limitation, be a salaried counsel for the Depositor or the Servicer, reasonably acceptable to the Trustee or Delaware Trustee,
if such opinion is required to be delivered to the Trustee or
Delaware Trustee, except that any opinion of counsel relating to
(a) the qualification of any Trust REMIC as a REMIC or
(b) compliance with the REMIC Provisions must be an opinion of
Independent counsel.


“Optional Termination
Date”:  The first Distribution Date on which the
aggregate Stated Principal Balance of the Mortgage Loans and each
REO Property remaining in the Trust Fund is equal to or less than
10% of the Cut-off Date Principal Balance of the Closing Date
Mortgage Loans.


“Original Class Certificate
Principal Balance”:  With respect to the Class A
Certificates, the Mezzanine Certificates, the Class B Certificates
and the Class P Certificates, the corresponding Certificate
Principal Balance on the Closing Date.


“Original Class Notional
Amount”:  With respect to the Class C Interest,
$1,499,999,921.58.


“Original Trust
Agreement”:  The Trust Agreement, dated as of
December 1, 2006, between the Depositor and the Delaware Trustee,
providing for the creation of the Trust.


“Origination
Value”:  With respect to any Mortgaged Property, the
lesser of (i) the Appraised Value thereof and (ii) the value
thereof as determined and assigned at origination by a review
appraisal conducted by the Seller.


“Other NIM Notes”: 
Net Interest Margin Securities, if any, issued by the NIMS Issuer,
which are backed, in whole or in part, by the cashflow on certain
Class C Certificates and the Class P Certificates and not
insured by any NIMS Insurer.


“Overcollateralization Deficiency
Amount”:  With respect to any Distribution Date, the
amount, if any, by which the Overcollateralization Target Amount
exceeds the Overcollateralized Amount on such Distribution Date
(assuming that 100% of the aggregate Principal Remittance Amount is
applied as a principal payment on such Distribution Date).


“Overcollateralization
Floor”:  0.50% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.


“Overcollateralization Release
Amount”:  With respect to any Distribution Date, the
lesser of (x) the Principal Remittance Amount for such
Distribution Date and (y) the Excess Overcollateralized Amount
for such Distribution Date.


“Overcollateralization Target
Amount”:  With respect to any Distribution Date (i)
prior to the Stepdown Date, 2.10% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, (ii) on or
after the Stepdown Date provided a Trigger Event is not in effect,
the greater of (x) the lesser of (I) 2.10% of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date and
(II) 4.20% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period) and (y) 0.50% of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date, and
(iii) on or after the Stepdown Date if a Trigger Event is in
effect, the Overcollateralization Target Amount for the immediately
preceding Distribution Date.  Notwithstanding the foregoing,
on and after any Distribution Date following the reduction of the
aggregate Certificate Principal Balance of the Class A
Certificates, the Mezzanine Certificates and the Class B
Certificates to zero, the Overcollateralization Target Amount will
be zero.


“Overcollateralized
Amount”:  With respect to any Distribution Date, the
amount, if any, by which (i) the aggregate Stated Principal
Balance of the Mortgage Loans on the last day of the related Due
Period (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the
related Prepayment Period) exceeds (ii) the sum of the
aggregate Certificate Principal Balances of the Class A
Certificates, the Mezzanine Certificates, the Class B Certificates
and the Uncertificated Principal Balance of the Class P Interest as
of such Distribution Date (after giving effect to distributions to
be made on such Distribution Date, other than distributions of the
Extra Principal Distribution Amount, if any).


“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”:


With respect to the Class A Certificates,
the Mezzanine Certificates and the Class B Certificates for any
Distribution Date (other than the first Distribution Date), the
lesser of (x) the related Formula Rate for such Distribution
Date and (y) the related Net WAC Rate for such Distribution
Date.


With respect to the Class A Certificates,
the Mezzanine Certificates and the Class B Certificates and the
first Distribution Date, the related Formula Rate for such
Distribution Date.


For federal income tax purposes, the
Pass-Through Rate for any Certificate (other than the Class C
Certificates, Class P Certificates and Class R Certificates) will
never exceed the Net WAC Rate for such Certificate, as such Net WAC
Rate is determined for federal income tax purposes.  Amounts
(other than principal) paid on the Certificates (other than the
Class C Certificates, Class P Certificates and Class R
Certificates) in excess of the Net WAC Rate as determined for
federal income tax purposes shall be treated as paid outside of any
REMIC.


With respect to the Class C Interest and any
Distribution Date, a per annum rate equal to the percentage
equivalent of a fraction, the numerator of which is the sum of the
amounts calculated pursuant to clauses (A) through (R) below, and
the denominator of which is the aggregate of the Uncertificated
Principal Balances of REMIC 2 Regular Interests AA, A-IA, A-IIA1,
A-IIA2, A-IIA3, A-IIA4, M1, M2, M3, M4, M5, M6, M7, M8, M9, B1, B2
and ZZ.  For purposes of calculating the Pass‐Through
Rate for the Class C Interest, the numerator is equal to the sum of
the following components:



(A)       the Uncertificated REMIC 2
Pass‐Through Rate for REMIC 2 Regular Interest AA minus the
Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest AA;



(B)       the Uncertificated REMIC 2
Pass‐Through Rate for REMIC 2 Regular Interest A-IA minus the
Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest A-IA;



(C)       the Uncertificated REMIC 2
Pass‐Through Rate for REMIC 2 Regular Interest A-IIA1 minus
the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest A-IIA1;



(D)       the Uncertificated REMIC 2
Pass‐Through Rate for REMIC 2 Regular Interest A-IIA2 minus
the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest A-IIA2;



(E)       the Uncertificated REMIC 2
Pass‐Through Rate for REMIC 2 Regular Interest A-IIA3 minus
the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest A-IIA3;



(F)       the Uncertificated REMIC 2
Pass‐Through Rate for REMIC 2 Regular Interest A-IIA4 minus
the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest A-IIA4;



(G)       the Uncertificated REMIC 2
Pass‐Through Rate for REMIC 2 Regular Interest M1 minus the
Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest M1;



(H)       the Uncertificated REMIC 2
Pass‐Through Rate for REMIC 2 Regular Interest M2 minus the
Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest M2;



(I)        the Uncertificated
REMIC 2 Pass‐Through Rate for REMIC 2 Regular Interest M3
minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 2 Regular Interest
M3;



(J)        the Uncertificated
REMIC 2 Pass‐Through Rate for REMIC 2 Regular Interest M4
minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 2 Regular Interest
M4;



(K)       the Uncertificated REMIC 2
Pass‐Through Rate for REMIC 2 Regular Interest M5 minus the
Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest M5;



(L)       the Uncertificated REMIC 2
Pass‐Through Rate for REMIC 2 Regular Interest M6 minus the
Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest M6;



(M)      the Uncertificated REMIC 2
Pass‐Through Rate for REMIC 2 Regular Interest M7 minus the
Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest M7;



(N)       the Uncertificated REMIC 2
Pass‐Through Rate for REMIC 2 Regular Interest M8 minus the
Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest M8;



(O)       the Uncertificated REMIC 2
Pass‐Through Rate for REMIC 2 Regular Interest M9 minus the
Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest M9;



(P)       the Uncertificated REMIC 2
Pass‐Through Rate for REMIC 2 Regular Interest B1 minus the
Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest B1;



(Q)       the Uncertificated REMIC 2
Pass‐Through Rate for REMIC 2 Regular Interest B2 minus the
Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest B2; and



(R)       the Uncertificated REMIC 2
Pass‐Through Rate for REMIC 2 Regular Interest ZZ minus the
Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest ZZ.


The Class C
Certificates will not have a Pass‐Through Rate, but will be
entitled to 100% of the distributions on the Class C Interest.


With respect to the Class Swap IO Interest,
the Class Swap IO Interest shall not have a Pass‐Through
Rate, but will be entitled to 100% of the interest paid by REMIC 2
Regular Interest Swap IO.  The Class Swap IO Upper-Tier
Interest will not have a Pass-Through Rate but will be entitled to
100% of the interest paid on the Class Swap IO Interest.


With respect to the Class FMR IO Interest
and any Distribution Date, a per annum rate equal to the Final
Maturity Rate.  However, for federal income tax purposes and
under the REMIC Provisions, the Class FMR IO Interest will not have
a Pass‐Through Rate, but will be entitled to 100% of the
interest paid by REMIC 2 Regular Interest FMR IO.


“Percentage
Interest”:  With respect to any Certificate (other
than a Residual Certificate), a fraction, expressed as a
percentage, the numerator of which is the Initial Certificate
Principal Balance or Initial Notional Amount represented by such
Certificate and the denominator of which is the Original Class
Certificate Principal Balance or Original Class Notional Amount of
the related Class.  With respect to a Residual Certificate,
the portion of the Class evidenced thereby, expressed as a
percentage, as stated on the face of such Certificate;
provided, however, with respect to each Class
referred to in this paragraph, that the sum of all such percentages
for each such Class totals 100%.


“Periodic Rate
Cap”:  With respect to each Adjustable Rate Mortgage
Loan and any Adjustment Date therefor, the fixed percentage set
forth in the related Mortgage Note, which is the maximum amount by
which the Mortgage Rate for such Mortgage Loan may increase or
decrease (without regard to the Maximum Mortgage Rate or the
Minimum Mortgage Rate) on such Adjustment Date from the Mortgage
Rate in effect immediately prior to such Adjustment Date.


“Permitted
Investments”:  Any one or more of the following
obligations or securities acquired at a purchase price of not
greater than par, regardless of whether issued or managed by the
Depositor, the Servicer, the NIMS Insurer, the Trustee, the
Delaware Trustee or any of their respective Affiliates or for which
an Affiliate of the NIMS Insurer, the Trustee or the Delaware
Trustee serves as an advisor:



(i)         direct
obligations of, or obligations fully guaranteed as to timely
payment of principal and interest by, the United States or any
agency or instrumentality thereof, provided such obligations are
backed by the full faith and credit of the United States;



(ii)        (A) demand and
time deposits in, certificates of deposit of, bankers’
acceptances issued by or federal funds sold by any depository
institution or trust company (including the Trustee or its agents
acting in their commercial capacities) incorporated under the laws
of the United States of America or any state thereof and subject to
supervision and examination by federal and/or state authorities, so
long as, at the time of such investment or contractual commitment
providing for such investment, such depository institution or trust
company (or, if the only Rating Agency is S&P, in the case of
the principal depository institution in a depository institution
holding company, debt obligations of the depository institution
holding company) or its ultimate parent has a short‐term
uninsured debt rating in the highest available rating category of
Fitch, Moody’s and S&P and provided that each such
investment has an original maturity of no more than 365 days; and
provided further that, if the only Rating Agency is S&P 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 S&P if S&P is the Rating Agency;
and (B) any other demand or time deposit or deposit which is
fully insured by the FDIC;



(iii)       repurchase obligations
with a term not to exceed 30 days with respect to any security
described in clause (i) above and entered into with a
depository institution or trust company (acting as principal) rated
F‐1+ or higher by Fitch, rated A‐1+ by S&P and
rated A2 or higher by Moody’s;



(iv)       securities bearing
interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States of America or any
State thereof and that are rated by each Rating Agency in its
highest long‐term unsecured rating category at the time of
such investment or contractual commitment providing for such
investment;



(v)        commercial paper
(including both non‐interest‐bearing discount
obligations and interest‐bearing obligations payable on
demand or on a specified date not more than 30 days after the date
of acquisition thereof) that is rated by each Rating Agency in its
highest short‐term unsecured debt rating available at the
time of such investment;



(vi)       units of taxable money
market funds (which may be 12b‐1 funds, as contemplated under
the rules promulgated by the Securities and Exchange Commission
under the Investment Company Act of 1940), which funds have the
highest rating available for such securities from the Rating
Agencies or which have been designated in writing by the Rating
Agencies as Permitted Investments; and



(vii)      if previously confirmed in
writing to the Trustee, any other demand, money market or time
deposit, or any other obligation, security or investment, as may be
acceptable to the Rating Agencies in writing as a permitted
investment of funds backing securities having ratings equivalent to
its highest initial rating of the Class A Certificates;


provided, that no instrument described
hereunder shall evidence either the right to receive (a) only
interest with respect to the obligations underlying such instrument
or (b) both principal and interest payments derived from
obligations underlying such instrument and the interest and
principal payments with respect to such instrument provide a yield
to maturity at par greater than 120% of the yield to maturity at
par of the underlying obligations.


The Trustee or its Affiliates are permitted
to receive additional compensation (such compensation shall not be
an expense of the Trust or constitute an Extraordinary Trust Fund
Expense) that could be deemed to be in the Trustee’s economic
self-interest for (i) serving as investment adviser,
administrator, shareholder servicing agent, custodian or
sub-custodian with respect to certain of the Permitted Investments,
(ii) using Affiliates to effect transactions in certain
Permitted Investments and (iii) effecting transactions in
certain Permitted Investments.


“Permitted
Transferee”:  Any transferee of a Residual
Certificate other than a Disqualified Organization or a
non‐U.S. Person.


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


“Plan”:  Any
employee benefit plan or certain other retirement plans and
arrangements, including individual retirement accounts and
annuities, Keogh plans and bank collective investment funds and
insurance company general or separate accounts in which such plans,
accounts or arrangements are invested, that are subject to ERISA or
Section 4975 of the Code.


“PMI Insurer”:  None
of the Mortgage Loans are insured by a primary mortgage insurance
policy.  References to the PMI Insurer, PMI Insurer Fee, PMI
Insurer Fee Rate, PMI Mortgage Loans and PMI Policy are left in
this Agreement for administrative convenience and shall be
completely disregarded.  There are no PMI Mortgage Loans or
any PMI Insurer under this Agreement and no Person shall have any
rights of the PMI Insurer under this Agreement.


“PMI Insurer Fee”: 
The amount payable to the PMI Insurer on each Distribution Date,
which amount with respect to each PMI Mortgage Loan shall equal one
twelfth of the product of (i) the PMI Insurer Fee Rate,
multiplied by (ii) the Principal Balance of the related PMI
Mortgage Loans or any related REO Property as of the first day of
the month for which the PMI Insurer Fee is calculated plus any
applicable premium taxes on the PMI Mortgage Loans located in the
States of West Virginia and Kentucky.


“PMI Insurer Fee
Rate”:  0.00% per annum.


“PMI Mortgage
Loans”:  The Mortgage Loans insured by the PMI
Insurer set forth on the list of Mortgage Loans attached hereto as
Schedule IV.  There are no PMI Mortgage Loans under this
Agreement.


“PMI Policy”:  Not
applicable.


“Preference Claim”: 
As defined in Section 4.02 hereof.


“Prepayment
Assumption”:  The pricing prepayment assumption as
described in the Prospectus Supplement.


“Prepayment
Charge”:  With respect to any Mortgage Loan, the
charges or premiums, if any, due in connection with a full (but not
partial) prepayment of such Mortgage Loan in accordance with the
terms thereof (other than any Servicer Prepayment Charge Payment
Amount).


“Prepayment Charge
Schedule”:  As of the Cut‐off Date, a list
attached hereto as Schedule I (including the Prepayment Charge
Summary attached thereto), setting forth the following information
with respect to each Prepayment Charge:



(i)         the Mortgage
Loan identifying number;



(ii)        a code indicating
the type of Prepayment Charge;



(iii)       the state of origination
of the related Mortgage Loan;



(iv)       the date on which the
first monthly payment was due on the related Mortgage Loan;



(v)        the term of the
related Prepayment Charge; and



(vi)       the principal balance of
the related Mortgage Loan as of the Cut‐off Date.


The Prepayment Charge Schedule shall be
amended from time to time by the Servicer in accordance with the
provisions of this Agreement and a copy of each related amendment
shall be furnished by the Servicer to the NIMS Insurer and the
Trustee.


“Prepayment Interest
Excess”:  With respect to any Distribution Date, for
each Mortgage Loan for which a Principal Prepayment in full is
applied on or after the first calendar day of the month of such
Distribution Date and before the 15th calendar day of such month,
the amount of interest collected on such Principal Prepayment in
full at the applicable Net Mortgage Rate from the first day of the
month in which such Distribution Date occurs through the day on
which such Principal Prepayment is applied.


“Prepayment Interest
Shortfall”:  With respect to any Distribution Date,
for each Mortgage Loan that was during the related Prepayment
Period the subject of a Principal Prepayment in full or in part
that was applied by the Servicer to reduce the outstanding
principal balance of such loan on a date preceding the Due Date in
the month in which such Distribution Date occurs, an amount equal
to interest at the applicable Net Mortgage Rate on the amount of
such Principal Prepayment for the lesser of (i) the number of
days commencing on the date on which the prepayment is applied and
ending on the last day of the month in which such Principal
Prepayment is applied and (ii) 30 days.  The obligations
of the Servicer in respect of any Prepayment Interest Shortfall are
set forth in Section 3.24.  For avoidance of doubt, no
Prepayment Interest Shortfalls shall exist with respect to
Principal Prepayments in full which are applied during the period
from the first through the 14th day of the month of the related
Distribution Date.


“Prepayment
Period”:  With respect to any Distribution Date, (i)
the period from the 15th day of the month immediately preceding the
month in which such Distribution Date occurs (or in the case of the
first Distribution Date, the Cut-off Date) through the 14th day of
the month in which such Distribution Date occurs, inclusive, for
purposes of Principal Prepayments in full; and (ii) the calendar
month immediately preceding the calendar month in which such
Distribution Date occurs, for any other purpose.  Except for
purposes of calculating Prepayment Interest Excess, Principal
Prepayments made during the calendar month immediately preceding
the Cut-off Date and received by the Servicer shall be deemed to be
received after the Cut-off Date and during the Prepayment Period
related to the first Distribution Date.


“Prime Rate”:  The
prime rate of United States money center commercial banks as
published in The Wall Street Journal.


“Principal
Balance”:  As to any Mortgage Loan other than a
Liquidated Mortgage Loan, and any day, the related Cut‐off
Date Principal Balance, minus all collections credited
against the Cut‐off Date Principal Balance of any such
Mortgage Loan.  For purposes of this definition, a Liquidated
Mortgage Loan shall be deemed to have a Principal Balance equal to
the Principal Balance of the related Mortgage Loan as of the final
recovery of related Liquidation Proceeds and a Principal Balance of
zero thereafter.  As to any REO Property and any day, the
Principal Balance of the related Mortgage Loan shall equal the
Principal Balance of the related Mortgage Loan immediately prior to
such Mortgage Loan becoming REO Property minus any REO Principal
Amortization received with respect thereto on or prior to such
day.


“Principal Distribution
Amount”:  With respect to any Distribution Date, the
sum of the Group I Principal Distribution Amount and the
Group II Principal Distribution Amount.


“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 the full amount of scheduled interest due on
any Due Date in any month or months subsequent to the month of
prepayment.


“Principal Remittance
Amount”:  With respect to any Distribution Date, the
sum of the Group I Principal Remittance Amount and the
Group II Principal Remittance Amount.


“Prospectus
Supplement”:  That certain Prospectus Supplement
dated December 11, 2006, relating to the public offering of the
Class A Certificates and the Mezzanine Certificates.


“Purchase Price”: 
With respect to any Mortgage Loan or REO Property to be purchased
pursuant to or as contemplated by Section 2.03, Section
3.16(c) or Section 9.01, and as confirmed by an
Officer’s Certificate from the Servicer to the Trustee, an
amount equal to the sum of (i) 100% of the Stated Principal Balance
thereof as of the date of purchase (or such other price as provided
in Section 9.01), (ii) in the case of (x) a Mortgage
Loan, accrued interest on such Stated Principal Balance at the
applicable Net Mortgage Rate in effect from time to time from the
Due Date as to which interest was last paid by the Mortgagor or by
an advance by the Servicer through the end of the calendar month in
which the purchase is to be effected and (y) an REO Property,
the sum of (1) accrued interest on such Stated Principal
Balance at the applicable Net Mortgage Rate in effect from time to
time from the Due Date as to which interest was last paid by the
Mortgagor or by an advance by the Servicer through the end of the
calendar month immediately preceding the calendar month in which
such REO Property was acquired, plus (2) REO Imputed Interest
for such REO Property for each calendar month commencing with the
calendar month in which such REO Property was acquired and ending
with the calendar month in which such purchase is to be effected,
net of the total of all net rental income, Insurance Proceeds,
Liquidation Proceeds and Advances that as of the date of purchase
had been distributed in respect of REO Imputed Interest pursuant to
Section 4.01, (iii) any unreimbursed Servicing Advances,
Advances and Nonrecoverable Advances and any unpaid Servicing Fees
allocable to such Mortgage Loan or REO Property, (iv) any
amounts previously withdrawn from the Collection Account in respect
of such Mortgage Loan or REO Property pursuant to Section 3.11
(a)(ix) and Section 3.16(b), (v) in the case of a
Mortgage Loan required to be purchased pursuant to
Section 2.03, enforcement expenses reasonably incurred or to
be incurred by the NIMS Insurer, the Servicer or the Trustee in
respect of the breach or defect giving rise to the purchase
obligation and (vi) in the case of a Mortgage Loan required to be
repurchased pursuant to Section 2.03 because such Mortgage Loan is
in breach of the representation in Section 6(xlvi) or in Section
6(lxi) of the Mortgage Loan Purchase Agreement, any additional
costs or damages in excess of the amounts to be paid pursuant to
clauses (i) through (v) above (including attorney’s fees)
incurred by the Trust as a result of the Trust’s status as an
assignee or purchaser of such Mortgage Loans.


“Qualified Substitute Mortgage
Loan”:  A mortgage loan substituted for a Deleted
Mortgage Loan pursuant to the terms of this Agreement or the
Mortgage Loan Purchase Agreement which must, on the date of such
substitution, (i) have an outstanding principal balance (or in
the case of a substitution of more than one mortgage loan for a
Deleted Mortgage Loan, an aggregate principal balance), after
application of all scheduled payments of principal and interest due
during or prior to the month of substitution, not in excess of, and
not more than 5.00% less than, the outstanding principal balance of
the Deleted Mortgage Loan as of the Due Date in the calendar month
during which the substitution occurs, (ii) have a Mortgage
Rate not less than (and not more than one percentage point in
excess of) the Mortgage Rate of the Deleted Mortgage Loan,
(iii) if the Qualified Substitute Mortgage Loan is an
Adjustable Rate Mortgage Loan, have a Maximum Mortgage Rate not
greater than the Maximum Mortgage Rate on the Deleted Mortgage Loan
and have a Minimum Mortgage Rate not less than the Minimum Mortgage
Rate of the Deleted Mortgage Loan, (iv) if the Qualified
Substitute Mortgage Loan is an Adjustable Rate Mortgage Loan, have
a Gross Margin equal to or greater than the Gross Margin of the
Deleted Mortgage Loan, (v) if the Qualified Substitute Mortgage
Loan is an Adjustable Rate Mortgage Loan, have a next Adjustment
Date not more than two months later than the next Adjustment Date
on the Deleted Mortgage Loan, (vi) have a remaining term to
maturity not greater than (and not more than one year less than)
that of the Deleted Mortgage Loan, (vii) be current (with no
contractual delinquencies outstanding) as of the date of
substitution, (viii) have a Loan‐to‐Value Ratio as of
the date of substitution equal to or lower than the
Loan‐to‐Value Ratio of the Deleted Mortgage Loan as of
such date, (ix) have a risk grading determined by the Seller
at least equal to the risk grading assigned on the Deleted Mortgage
Loan, (x) have been underwritten or reunderwritten by the Seller in
accordance with the same or, as determined by the Seller, more
favorable, underwriting guidelines as the Deleted Mortgage Loan,
(xi) with respect to Qualified Substitute Mortgage Loans
substituted for Deleted Mortgage Loans that are Group I
Mortgage Loans, have had an original Principal Balance that
conformed to Fannie Mae and Freddie Mac loan limits as of the date
of its origination, (xii) be secured by the same property type as
the Deleted Mortgage Loan, (xiii) have a lien priority equal
to or superior to that of the Deleted Mortgage Loan, (xiv) be
covered by the PMI Policy if the Deleted Mortgage Loan was covered
by the PMI Policy, and (xv) conform to each representation and
warranty set forth in Section 6 of the Mortgage Loan Purchase
Agreement applicable to the Deleted Mortgage Loan.  In the
event that one or more mortgage loans are substituted for one or
more Deleted Mortgage Loans, the amounts described in clause
(i) hereof shall be determined on the basis of aggregate
principal balances (applied separately for the Group I
Mortgage Loans and Group II Mortgage Loans), the Mortgage
Rates described in clauses (ii) through (v) hereof shall be
satisfied for each such mortgage loan, the risk gradings described
in clause (ix) hereof shall be satisfied as to each such
mortgage loan, the terms described in clause (vi) hereof shall be
determined on the basis of weighted average remaining term to
maturity (provided that no such mortgage loan may have a remaining
term to maturity longer than the Deleted Mortgage Loan), the
Loan‐to‐Value Ratios described in clause (viii) hereof
shall be satisfied as to each such mortgage loan and, except to the
extent otherwise provided in this sentence, the representations and
warranties described in clause (xv) hereof must be satisfied as to
each Qualified Substitute Mortgage Loan or in the aggregate, as the
case may be.


“Rate Change Date”: 
With respect to any REMIC 1 Regular Interest, the Distribution Date
occurring in the month set forth as the Rate Change Date for such
REMIC 1 Regular Interest in the Preliminary Statement.


“Rating Agency or Rating
Agencies”:  Moody's and S&P or their
successors.  If such agencies or their successors are no
longer in existence, “Rating Agencies” shall be such
nationally recognized statistical rating agencies, or other
comparable Persons, designated by the Depositor, notice of which
designation shall be given to the Trustee and the Servicer.


“Realized Loss”: 
With respect to any Liquidated Mortgage Loan, the amount of loss
realized equal to the portion of the Principal Balance remaining
unpaid after application of all Net Liquidation Proceeds and
Insurance Proceeds in respect of such Mortgage Loan.


“Record Date”:  With
respect to (i) the Class C Certificates, the Class P Certificates,
the Residual Certificates and any Definitive Certificates, the
Close of Business on the last Business Day of the calendar month
preceding the month in which the related Distribution Date occurs
and (ii) with respect to the Class A Certificates, the
Mezzanine Certificates and the Class B Certificates, the Close of
Business on the Business Day immediately preceding the related
Distribution Date; provided, however, that following the date on
which Definitive Certificates for a Class A Certificate, a
Mezzanine Certificate or a Class B Certificate are available
pursuant to Section 5.02, the Record Date for such
Certificates shall be the last Business Day of the calendar month
preceding the month in which the related Distribution Date
occurs. 


“Recording
Documents”:  As defined in Section 2.01 hereof.


“Reference Banks”: 
Those banks (i) with an established place of business in
London, England, (ii) not controlling, under the control of or
under common control with the Depositor, the Seller or the Servicer
or any affiliate thereof and (iii) which have been designated
as such by the Trustee with the consent of the NIMS Insurer;
provided, however, that if fewer than two of such
banks provide a LIBOR rate, then any leading banks selected by the
Trustee with the consent of the NIMS Insurer which are engaged in
transactions in United States dollar deposits in the international
Eurocurrency market.


“Refinanced Mortgage
Loan”:  A Mortgage Loan the proceeds of which were
not used to purchase the related Mortgaged Property.


“Regular
Certificates”:  The Class A Certificates, the
Mezzanine Certificates, the Class B Certificates, the Class C
Certificates and the Class P Certificates.


“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 (January 7, 2005)) or by the staff of
the Commission, or as may be provided by the Commission or its
staff from time to time.


“Relief Act”:  The Servicemembers’ Civil Relief Act of 2003 or similar state or
local law.


“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 Mortgage Rate for such Mortgage Loan
before giving effect to the application of the Relief Act.


“Remaining Principal Distribution
Amount”:  With respect to any Distribution Date, an
amount equal to the Principal Distribution Amount remaining after
the distributions set forth in Section 4.01(c)(i) through
(iii).


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


“REMIC 1”:  The
primary segregated pool of assets subject hereto and to be
administered hereunder, with respect to which a REMIC election is
to be made consisting of:  (i) such Mortgage Loans as
from time to time are subject to this Agreement, together with the
Mortgage Files relating thereto, and together with all collections
thereon and proceeds thereof, (ii) any REO Property, together
with all collections thereon and proceeds thereof, (iii) the
Trust’s rights with respect to the Mortgage Loans under all
insurance policies, including the PMI Policy, required to be
maintained pursuant to this Agreement and any proceeds thereof,
(iv) the Depositor’s rights with respect to the Mortgage
Loans under the Mortgage Loan Purchase Agreement (including any
security interest created thereby), and (v) the Collection Account,
the Distribution Account (subject to the last sentence of this
definition) and any REO Account and such assets that are deposited
therein from time to time and any investments thereof, together
with any and all income, proceeds and payments with respect
thereto.  Notwithstanding the foregoing, however, a REMIC
election will not be made with respect to the Reserve Fund, the
Supplemental Interest Trust, the Final Maturity Reserve Trust and
the Servicer Prepayment Charge Payment Amounts.


“REMIC 1 Group I Regular
Interests”:  REMIC 1 Regular Interest I and REMIC 1
Regular Interest I-1-A through REMIC 1 Regular Interest I-59-B as
designated in the Preliminary Statement hereto.


“REMIC 1 Group II
Regular Interests”:  REMIC 1 Regular Interest II-1-A
through REMIC 1 Regular Interest II-59-B as designated in the
Preliminary Statement hereto.


“REMIC 1 Regular
Interest”:  Any of the 238 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.


“REMIC 2”:  The
segregated pool of assets consisting of all of the REMIC 1 Regular
Interests conveyed to the Trust for the benefit of REMIC 3, as
holder of the REMIC 2 Regular Interests and the Class R
Certificateholders, as holders of the Class R‐2 Interest,
pursuant to Article II hereunder, and all amounts deposited
therein, with respect to which a separate REMIC election is to be
made.


“REMIC 2 Interest Loss Allocation
Amount”:  With respect to any Distribution Date, an
amount equal to (a) the product of (i) 50% of the aggregate
Principal Balance of the Mortgage Loans and related REO Properties
then outstanding and (ii) the Uncertificated REMIC 2 Pass-Through
Rate for REMIC 2 Regular Interest AA minus the Marker Rate, divided
by (b) 12.


“REMIC 2 Overcollateralization
Target Amount”:  0.50% of the Overcollateralization
Target Amount.


“REMIC 2 Overcollateralized
Amount”: With respect to any date of determination, (i)
0.50% of the aggregate Uncertificated Principal Balances of the
REMIC 2 Regular Interests AA, A-IA, A-IIA1, A-IIA2, A-IIA3, A-IIA4,
M1, M2, M3, M4, M5, M6, M7, M8, M9, B1, B2, and ZZ minus (ii) the
aggregate of the Uncertificated Principal Balances of REMIC 2
Regular Interests A-IA, A-IIA1, A-IIA2, A-IIA3, A-IIA4, M1, M2, M3,
M4, M5, M6, M7, M8, M9, B1 and B2, in each case as of such date of
determination.


“REMIC 2 Principal Loss Allocation
Amount”:  With respect to any Distribution Date, an
amount equal to the product of (i) 0.50% of the aggregate Principal
Balance of the Mortgage Loans and REO Properties then outstanding
and (ii) 1 minus a fraction, the numerator of which is 2 times the
aggregate of the Uncertificated Principal Balances of REMIC 2
Regular Interest A-IA, A-IIA1, A-IIA2, A-IIA3, A-IIA4, M1, M2, M3,
M4, M5, M6, M7, M8, M9, B1 and B2 and the denominator of which is
the aggregate of the Uncertificated Principal Balances of REMIC 2
Regular Interests A-IA, A-IIA1, A-IIA2, A-IIA3, A-IIA4, M1, M2, M3,
M4, M5, M6, M7, M8, M9, B1, B2 and ZZ.


“REMIC 2 Regular
Interest”: Any of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and
designated as a “regular interest” in REMIC 2. Each
REMIC 2 Regular Interest shall accrue interest at the related
Uncertificated REMIC 2 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal (other
than REMIC 2 Regular Interests Swap IO and FMR IO), 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 following is a list of each of
the REMIC 2 Regular Interests: REMIC 2 Regular Interest AA, REMIC 2
Regular Interest A-IA, REMIC 2 Regular Interest A-IIA1, REMIC 2
Regular Interest A-IIA2, REMIC 2 Regular Interest A-IIA3, REMIC 2
Regular Interest A-IIA4, REMIC 2 Regular Interest M1, REMIC 2
Regular Interest M2, REMIC 2 Regular Interest M3, REMIC 2 Regular
Interest M4, REMIC 2 Regular Interest M5, REMIC 2 Regular Interest
M6, REMIC 2 Regular Interest M7, REMIC 2 Regular Interest M8, REMIC
2 Regular Interest M9, REMIC 2 Regular Interest B1, REMIC 2 Regular
Interest B2, REMIC 2 Regular Interest ZZ, REMIC 2 Regular Interest
XX, REMIC 2 Regular Interest 1SUB, REMIC 2 Regular Interest 1GRP
and REMIC 2 Regular Interest 2SUB, REMIC 2 Regular Interest 2GRP,
REMIC 2 Regular Interest Swap IO and REMIC 2 Regular Interest FMR
IO.


“REMIC 3”:  The
segregated pool of assets consisting of all of the REMIC 2 Regular
Interests conveyed to the Trust, for the benefit of the Holders of
the Regular Certificates (other than the Class P Certificates and
the Class Swap IO Upper-Tier Interest), REMIC CX, as the holder of
the Class C Interest, REMIC PX, as the holder of the Class P
Interest, REMIC SwapX as holder of the Class Swap IO Interest, and
the Class R Certificateholders, as holders of the Class R‐3
Interest, pursuant to Article II hereunder, and all amounts
deposited therein, with respect to which a separate REMIC election
is to be made.


“REMIC 3 Regular
Interests”:  The Class C Interest, the Class P
Interest, the Class Swap IO Interest, and the Class FM Reserve IO
Interest.


“REMIC CX”: 
The segregated pool of assets consisting of the Class C Interest,
conveyed to the Trust, for the benefit of the Holders of the Class
C Certificates and the Class R‐CX Certificates, pursuant to
Article II hereunder, and all amounts deposited therein, with
respect to which a separate REMIC election is to be made.


“REMIC FM Rate”: 
For any Distribution Date beginning with the Distribution Date in
January 2017 through the Distribution Date in December 2036, a rate
equal to the Final Maturity Reserve Rate.  For all other
Distribution Dates, 0.00%.


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


“REMIC PX”:  The
segregated pool of assets consisting of the Class P Interest,
conveyed to the Trust, for the benefit of the Holders of the Class
P Certificates and the Class R‐PX Certificates, pursuant to
Article II hereunder, and all amounts deposited therein, with
respect to which a separate REMIC election is to be made.


“REMIC Regular
Interests”:  The REMIC 1 Regular Interests, the
REMIC 2 Regular Interests and the REMIC 3 Regular Interests.


“REMIC SwapX”:  The
segregated pool of assets consisting of the Class Swap IO Interest,
conveyed to the Trust, for the benefit of the Holders of the Class
Swap IO Upper-Tier Interest and the Class R‐SwapX
Certificates, pursuant to Article II hereunder, and all amounts
deposited therein, with respect to which a separate REMIC election
is to be made.


“Remittance”:  As
defined in Section 7.02(b) hereof.


“Remittance
Report”:  A report prepared by the Servicer and
delivered to the NIMS Insurer and the Trustee pursuant to
Section 4.04.


“Rents from Real
Property”:  With respect to any REO Property, gross
income of the character described in Section 856(d) of the
Code.


“REO Account”:  The
account or accounts maintained by the Servicer in respect of an REO
Property pursuant to Section 3.23.


“REO Disposition”: 
The sale or other disposition of an REO Property on behalf of the
Trust.


“REO Imputed
Interest”:  As to any REO Property, for any calendar
month during which such REO Property was at any time part of the
Trust Fund, one month’s interest at the applicable Net
Mortgage Rate on the Principal Balance of such REO Property (or, in
the case of the first such calendar month, of the related Mortgage
Loan if appropriate) as of the Close of Business on the
Distribution Date in such calendar month.


“REO Principal
Amortization”:  With respect to any REO Property,
for any calendar month, the excess, if any, of (a) the
aggregate of all amounts received in respect of such REO Property
during such calendar month, whether in the form of rental income,
sale proceeds (including, without limitation, that portion of the
Termination Price paid in connection with a purchase of all of the
Mortgage Loans and REO Properties pursuant to Section 9.01
that is allocable to such REO Property) or otherwise, net of any
portion of such amounts (i) payable pursuant to
Section 3.23 in respect of the proper operation, management
and maintenance of such REO Property or (ii) payable or
reimbursable to the Servicer pursuant to Section 3.23 for
unpaid Servicing Fees in respect of the related Mortgage Loan and
unreimbursed Servicing Advances and Advances in respect of such REO
Property or the related Mortgage Loan, over (b) the REO
Imputed Interest in respect of such REO Property for such calendar
month.


“REO Property”:  A
Mortgaged Property acquired by the Servicer on behalf of the Trust
through foreclosure or deed‐in‐lieu of foreclosure, as
described in Section 3.23.


“Replacement
Payment”:  As defined in Section 3.30(b) hereof.


“Request for
Release”:  A release signed by a Servicing
Representative, in the form of Exhibit E‐1 or E‐2
attached hereto.


“Reserve Fund”:  The
reserve fund established pursuant to Section 3.26.


“Reserve Interest
Rate”:  With respect to any Interest Determination
Date, the rate per annum that the Trustee determines to be either
(i) the arithmetic mean (rounded upwards if necessary to the
nearest whole multiple of 0.03125%) of the one‐month United
States dollar lending rates which banks in New York City selected
by the Trustee with the consent of the NIMS Insurer are quoting on
the relevant Interest Determination Date to the principal London
offices of leading banks in the London interbank market or
(ii) in the event that the Trustee can determine no such
arithmetic mean, in the case of any Interest Determination Date
after the initial Interest Determination Date, the lowest
one‐month United States dollar lending rate which such New
York banks selected by the Trustee with the consent of the NIMS
Insurer are quoting on such Interest Determination Date to leading
European banks.


“Residential
Dwelling”:  Any one of the following: 
(i) a detached one‐family dwelling, (ii) a detached
two‐ to four‐family dwelling, (iii) a
one‐family dwelling unit in a Fannie Mae eligible condominium
project or a Freddie Mac eligible condominium project, (iv) a
manufactured home, or (v) a detached one‐family dwelling
in a planned unit development, none of which is a
co‐operative or mobile home.


“Residual
Certificates”:  The Class R Certificates, the Class
R‐CX Certificates and the Class R‐PX Certificates.


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


“Residual NIM
Holder”:  As defined in Section 3.16(c) hereof.


“Responsible
Officer”:  When used with respect to the Trustee,
the Delaware Trustee, the Final Maturity Reserve Trust Trustee or
the Supplemental Interest Trust Trustee, any managing director,
director, associate, principal, vice president, assistant vice
president, assistant secretary, assistant treasurer, trust officer
or any other officer of the Trustee, the Delaware Trustee, the
Final Maturity Reserve Trust Trustee or the Supplemental Interest
Trust Trustee, as applicable, customarily performing functions
similar to those performed by any of the above designated officers
and, with respect to a particular matter, to whom such matter is
referred because of such officer’s knowledge of and
familiarity with the particular subject.


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


“Secretary of
State”:  The Secretary of State of the State of
Delaware.


“Seller”: 
Washington Mutual Bank, a federal savings association, or its
successor in interest, in its capacity as seller under the Mortgage
Loan Purchase Agreement.


“Servicer”: 
Washington Mutual Bank, a federal savings association, or any
successor servicer appointed as herein provided, in its capacity as
Servicer hereunder.


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


“Servicer Prepayment Charge Payment
Amount”:  The amounts (i) payable by the
Servicer in respect of any Prepayment Charges waived other than in
accordance with the standard set forth in
Section 2.04(a)(viii) or (ii) collected from the Servicer
in its capacity as Seller in respect of a remedy for the breach of
the representation and warranty made by the Servicer in its
capacity as Seller set forth in Section 2.04(a)(vii).


“Servicer Remittance
Date”:  With respect to any Distribution Date, 3:00
p.m. New York time on the Business Day preceding the Distribution
Date.


“Servicing
Account”:  The account or accounts created and
maintained pursuant to Section 3.09.


“Servicing
Advances”:  All customary, reasonable and necessary
“out of pocket” costs and expenses (including
reasonable attorneys’ fees and expenses) incurred by the Servicer in the performance of its servicing obligations in
connection with a default, delinquencies or other unanticipated
event or where reimbursement is otherwise permitted in accordance
with any of the terms of this Agreement, including, but not limited
to, the cost of (i) the preservation, restoration, inspection
and protection of the Mortgaged Property, (ii) any enforcement
or judicial proceedings, including foreclosures, and including any
expenses incurred in relation to any such proceedings that result
from the Mortgage Loan being registered in the MERS® System,
(iii) the management and liquidation of the REO Property and
(iv) compliance with the obligations under Sections 3.01,
3.09, 3.14, 3.16, and 3.23.


“Servicing Fee”: 
With respect to each Mortgage Loan and for any calendar month, an
amount equal to one month’s interest (or in the event of any
payment of interest which accompanies a Principal Prepayment in
full made by the Mortgagor during such calendar month, interest for
the number of days covered by such payment of interest) at the
Servicing Fee Rate on the same principal amount on which interest
on such Mortgage Loan accrues for such calendar month.  A
portion of such Servicing Fee may be retained by any
Sub‐Servicer as its servicing compensation.


“Servicing Fee
Rate”:  0.50% per annum.


“Servicing
Representative”:  Any officer or employee of the Servicer involved in, or responsible for, the administration and
servicing of Mortgage Loans, whose name and specimen signature
appear on a list of servicing representatives furnished by the
Servicer to the Trustee and the Depositor on the Closing Date, as
such list may from time to time be amended.


“Startup Day”:  As
defined in Section 10.01(b) hereof.


“Stated Principal
Balance”:  With respect to any Mortgage Loan: 
(a) as of any date of determination up to but not including
the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such Mortgage Loan would be
distributed, the related Cut‐off Date Principal Balance, as
shown in the Mortgage Loan Schedule, minus the sum of (i) the
principal portion of each Monthly Payment due on a Due Date
subsequent to the Cut‐off Date, to the extent received from
the Mortgagor or advanced by the Servicer and distributed pursuant
to Section 4.01 on or before such date of determination,
(ii) all Principal Prepayments received after the
Cut‐off Date, to the extent distributed pursuant to
Section 4.01 on or before such date of determination,
(iii) all Liquidation Proceeds and Insurance Proceeds to the
extent distributed pursuant to Section 4.01 on or before such
date of determination, and (iv) any Realized Loss incurred
with respect thereto as a result of a Deficient Valuation made
during or prior to the Due Period for the most recent Distribution
Date coinciding with or preceding such date of determination; and
(b) as of any date of determination coinciding with or
subsequent to the Distribution Date on which the proceeds, if any,
of a Liquidation Event with respect to such Mortgage Loan would be
distributed, zero.  With respect to any REO Property: 
(a) as of any date of determination up to but not including
the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be
distributed, an amount (not less than zero) equal to the Stated
Principal Balance of the related Mortgage Loan as of the date on
which such REO Property was acquired on behalf of the Trust, minus
the aggregate amount of REO Principal Amortization in respect of
such REO Property for all previously ended calendar months, to the
extent distributed pursuant to Section 4.01 on or before such
date of determination; and (b) as of any date of determination
coinciding with or subsequent to the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such REO
Property would be distributed, zero.


“Statutory Trust
Statute”:  Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C. §3801 et seq., as the
same may be amended from time to time.


“Stayed Funds”:  If
the Servicer is the subject of a proceeding under the federal
Bankruptcy Code and the making of a Remittance (as defined in
Section 7.02(b)) is prohibited by Section 362 of the
federal Bankruptcy Code, funds that are in the custody of the
Servicer, a trustee in bankruptcy or a federal bankruptcy court and
should have been the subject of such Remittance absent such
prohibition.


“Stepdown Date”: 
The earlier of (a) the later of (i) the Distribution Date in
January, 2010 and (ii) the first Distribution Date on which the
Credit Enhancement Percentage (calculated for this purpose only
after taking into account payments of principal on the Mortgage
Loans due on the related Due Date or received during the related
Prepayment Period but prior to distribution of the Principal
Distribution Amount in respect of the Certificates then entitled to
distributions of principal on such Distribution Date) is greater
than or equal to 38.50% and (b) the Distribution Date
following the Distribution Date on which the aggregate Certificate
Principal Balance of the Class A Certificates has been reduced to
zero.


“Subordinated Net WAC
Rate”:  For any Distribution Date with respect to
the Mezzanine Certificates and the Class B Certificates, a per
annum rate (subject to adjustment based on the actual number of
days elapsed in the related Interest Accrual Period) equal to the
weighted average (weighted on the basis of the results of
subtracting from the aggregate Stated Principal Balance of each
Loan Group as of the Due Date in the month preceding the month of
such Distribution Date (adjusted for principal payments distributed
on a prior Distribution Date) the current aggregate Certificate
Principal Balance of the related Class A Certificates) of the Net WAC Pass-Through Rate for the Group I Certificates and the Net WAC
Pass-Through Rate for the Group II Certificates.  For federal
income tax purposes, for any Distribution Date with respect to the
regular interests in REMIC 3 the ownership of which is represented
by the Mezzanine Certificates, the Subordinated Net WAC Rate shall
be expressed as the weighted average (adjusted for the actual
number of days elapsed in the related Interest Accrual Period) of
the Uncertificated REMIC 2 Pass-Through Rates on (a) REMIC 2
Regular Interest 1SUB, subject to a cap and a floor equal to the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
Interest 1GRP and (b) REMIC 2 Regular Interest 2SUB, subject to a
cap and a floor equal to the Uncertificated REMIC 2 Pass-Through
Rate for REMIC 2 Regular Interest 2GRP, weighted on the basis of
the Uncertificated Principal Balance of each such REMIC 2 Regular
Interest.



“Sub‐Servicer”:  Any Person with
which the Servicer has entered into a Sub‐Servicing Agreement
and which meets the qualifications of a Sub‐Servicer pursuant
to Section 3.02.


“Sub‐Servicing
Account”:  An account or accounts established by a
Sub‐Servicer which meets the requirements set forth in
Section 3.08 and is otherwise acceptable to the applicable
Servicer.


“Sub‐Servicing
Agreement”:  The written contract between the Servicer and a Sub‐Servicer relating to servicing and
administration of certain Mortgage Loans as provided in
Section 3.02.


“Subsequent
Recoveries”:  The Gross Subsequent Recoveries net of
amounts payable or reimbursable to the Servicer for related (i)
Advances, (ii) Servicing Advances and (iii) Servicing Fees.


“Substitution
Adjustments”:  As defined in Section 2.03(d)
hereof.


“Supplemental Final Maturity
Reserve Amount”:  With respect to any Distribution
Date (a) prior to the Distribution Date in January 2007, zero, (b)
on and after the Distribution Date in January 2007 up to and
including the Final Maturity Reserve Funding Date, the lesser of
(i) the amount of the Net Monthly Excess Cashflow for such
Distribution Date remaining after the distribution pursuant to
Section 4.01(d)(i)(z) and (ii) the excess of (A) the Stated
Principal Balance of the Mortgage Loans having 40-year original
terms to maturity (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period) over (B) the sum of (1)
amounts on deposit in the Final Maturity Reserve Account (after
giving effect to all distributions on such Distribution Date other
than distributions from the Final Maturity Reserve Account) and (2)
the Overcollateralized Amount with respect to such Distribution
Date and (c) after the Final Maturity Reserve Funding Date,
zero.


“Supplemental Interest
Account”:  As defined in Section 4.09(a) hereof.


“Supplemental Interest
Trust”:  As defined in Section 4.09(a) hereof.


“Supplemental Interest Trust
Trustee”:  Deutsche Bank National Trust Company, not
in its individual capacity but solely in its capacity as a trustee
of the Supplemental Interest Trust, and any successor thereto.


“Swap Agreement”: 
The swap agreement consisting of a 1992 ISDA Master Agreement
(Multicurrency Border) with a schedule and credit support annex
dated as of the Closing Date and the related confirmation thereto,
between the Supplemental Interest Trust Trustee and the Swap
Counterparty, attached as Exhibit B hereto, as such agreement
may be amended and supplemented in accordance with its terms.


“Swap
Counterparty”:  Wachovia Bank, N.A., or any
successor in interest thereto in accordance with the Swap
Agreement.


“Swap Default”:  The
effective designation of an Early Termination Date in respect of
the Swap Agreement following the occurrence of a Swap Event of
Default, a Termination Event with respect to the Swap Agreement or
an Additional Termination Event with respect to the Swap
Agreement.


“Swap Event of
Default”:  An “Event of Default” as such
term is defined in the Swap Agreement.


“Swap LIBOR”: A per annum
rate equal to the floating rate payable by the Swap Counterparty
under the Swap Agreement.


“Swap Notional
Amount”:  With respect to any Distribution Date is
the amount set forth on Schedule II attached hereto with respect to
such Distribution Date.


“Swap Payment”: 
With respect to each Distribution Date, an amount equal to the
product of (a) 4.72%, (b) the Swap Notional Amount and (c) a
fraction, the numerator of which is 30 and the denominator of which
360.


“Swap Rate”:  With
respect to any Distribution Date, the rate payable by the Trust as
specified in the Swap Agreement.


“Swap Termination
Payment”:  Upon the designation of an “Early
Termination Date” as defined in the Swap Agreement, the
payment to be made by the Supplemental Interest Trust Trustee to
the Swap Counterparty, or by the Swap Counterparty to the
Supplemental Interest Trust Trustee, as applicable, pursuant to the
terms of the Swap Agreement.


“Tax Returns”:  The
federal income tax return on Internal Revenue Service Form 1066,
U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax
Return, including Schedule Q thereto, Quarterly Notice to
Residual Interest Holder of the REMIC Taxable Income or Net Loss
Allocation, or any successor forms, to be filed by the Trustee on
behalf of each REMIC, 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.


“Telerate Page
3750”:  The display designated as page
“3750” on the Dow Jones Telerate Capital Markets Report
(or such other page as may replace page 3750 on that report for the
purpose of displaying London interbank offered rates of major
banks).


“Termination
Event”:  As defined in the Swap Agreement.


“Termination
Price”:  As defined in Section 9.01(a)
hereof.


“Terminator”:  As
defined in Section 9.01.


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


“Transferee”:  Any
Person who is acquiring by Transfer 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 has occurred with respect to a Distribution Date if
either a Cumulative Loss Trigger Event or a Delinquency Trigger
Event has occurred with respect to such Distribution Date.


“Trust”:  Long Beach
Mortgage Loan Trust 2006‐11, a Delaware statutory trust,
created pursuant to the Original Trust Agreement.


“Trust Fund”:  All
of the assets of the Trust, which is divided into separate pools of
assets consisting of REMIC 1, REMIC 2, REMIC 3,
REMIC CX, REMIC PX, REMIC SwapX, the Reserve Fund, the
Supplemental Interest Trust, the Final Maturity Reserve Trust and
any Servicer Prepayment Charge Payment Amounts and the
Trust’s rights under the Swap Agreement. 


“Trust REMIC”:  Any
of REMIC 1, REMIC 2, REMIC 3, REMIC CX, REMIC PX
and/or REMIC SwapX.


“Trustee”:  Deutsche
Bank National Trust Company, a national banking association, or its
successor in interest, or any successor trustee appointed as herein
provided.


“Trustee Fee”:  With
respect to each Distribution Date, one-twelfth of the Trustee Fee
Rate multiplied by the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (prior
to giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period). 


“Trustee Fee Rate”: 
0.00% per annum.


“Uncertificated Accrued
Interest”:  With respect to each REMIC Regular
Interest on each Distribution Date, an amount equal to one
month’s interest at the related Uncertificated
Pass‐Through Rate on the Uncertificated Principal Balance or
Uncertificated Notional Amount of such REMIC 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 Regular Interests
pursuant to Section 1.03.


“Uncertificated Pass-Through
Rate”:  The Uncertificated REMIC 1 Pass-Through
Rate, the Uncertificated REMIC 2 Pass-Through Rate and the
Uncertificated REMIC 3 Pass-Through Rate.


“Uncertificated Notional
Amount”: With respect to REMIC 2 Regular Interest Swap IO
and each Distribution Date listed below, the aggregate
Uncertificated Principal Balance of the REMIC 1 Regular Interests
ending with the designation “A” listed below: 



	


Distribution Date



	


REMIC I Regular Interests




	
2

	
I-1-A through I-59-A
and II-1-A through II-59-A


	
3

	
I-2-A through I-59-A
and II-2-A through II-59-A


	
4

	
I-3-A through I-59-A
and II-3-A through II-59-A


	
5

	
I-4-A through I-59-A
and II-4-A through II-59-A


	
6

	
I-5-A through I-59-A
and II-5-A through II-59-A


	
7

	
I-6-A through I-59-A
and II-6-A through II-59-A


	
8

	
I-7-A through I-59-A
and  II-7-A through II-59-A


	
9

	
I-8-A through I-59-A
and  II-8-A through II-59-A


	
10

	
I-9-A through I-59-A
and  II-9-A through II-59-A


	
11

	
I-10-A through I-59-A
and  II-10-A through II-59-A


	
12

	
I-11-A through I-59-A
and  II-11-A through II-59-A


	
13

	
I-12-A through I-59-A
and  II-12-A through II-59-A


	
14

	
I-13-A through I-59-A
and  II-13-A through II-59-A


	
15

	
I-14-A through I-59-A
and  II-14-A through II-59-A


	
16

	
I-15-A through I-59-A
and  II-15-A through II-59-A


	
17

	
I-16-A through I-59-A
and  II-16-A through II-59-A


	
18

	
I-17-A through I-59-A
and  II-17-A through II-59-A


	
19

	
I-18-A through I-59-A
and  II-18-A through II-59-A


	
20

	
I-19-A through I-59-A
and II-19-A through II-59-A


	
21

	
I-20-A through I-59-A
and II-20-A through II-59-A


	
22

	
I-21-A through I-59-A
and II-21-A through II-59-A


	
23

	
I-22-A through I-59-A
and II-22-A through II-59-A


	
24

	
I-23-A through I-59-A
and II-23-A through II-59-A


	
25

	
I-24-A through I-59-A
and II-24-A through II-59-A


	
26

	
I-25-A through I-59-A
and II-25-A through II-59-A


	
27

	
I-26-A through I-59-A
and II-26-A through II-59-A


	
28

	
I-27-A through I-59-A
and II-27-A through II-59-A


	
29

	
I-28-A through I-59-A
and II-28-A through II-59-A


	
30

	
I-29-A through I-59-A
and II-29-A through II-59-A


	
31

	
I-30-A through I-59-A
and II-30-A through II-59-A


	
32

	
I-31-A through I-59-A
and II-31-A through II-59-A


	
33

	
I-32-A through I-59-A
and II-32-A through II-59-A


	
34

	
I-33-A through I-59-A
and II-33-A through II-59-A


	
35

	
I-34-A through I-59-A
and II-34-A through II-59-A


	
36

	
I-35-A through I-59-A
and II-35-A through II-59-A


	
37

	
I-36-A through I-59-A
and II-36-A through II-59-A


	
38

	
I-37-A through I-59-A
and II-37-A through II-59-A


	
39

	
I-38-A through I-59-A
and II-38-A through II-59-A


	
40

	
I-39-A through I-59-A
and II-39-A through II-59-A


	
41

	
I-40-A through I-59-A
and II-40-A through II-59-A


	
42

	
I-41-A through I-59-A
and II-41-A through II-59-A


	
43

	
I-42-A through I-59-A
and II-42-A through II-59-A


	
44

	
I-43-A through I-59-A
and II-43-A through II-59-A


	
45

	
I-44-A through I-59-A
and II-44-A through II-59-A


	
46

	
I-45-A through I-59-A
and II-45-A through II-59-A


	
47

	
I-46-A through I-59-A
and II-46-A through II-59-A


	
48

	
I-47-A through I-59-A
and II-47-A through II-59-A


	
49

	
I-48-A through I-59-A
and II-48-A through II-59-A


	
50

	
I-49-A through I-59-A
and II-49-A through II-59-A


	
51

	
I-50-A through I-59-A
and II-50-A through II-59-A


	
52

	
I-51-A through I-59-A
and II-51-A through II-59-A


	
53

	
I-52-A through I-59-A
and II-52-A through II-59-A


	
54

	
I-53-A through I-59-A
and II-53-A through II-59-A


	
55

	
I-54-A through I-59-A
and II-54-A through II-59-A


	
56

	
I-55-A through I-59-A
and II-59-A through II-59-A


	
57

	
I-56-A through I-59-A
and II-56-A through II-59-A


	
58

	
I-57-A through I-59-A
and II-57-A through II-59-A


	
59

	
I-58-A through I-59-A
and II-58-A through II-59-A


	
60

	
I-59-A and
II-59-A 


	
thereafter

	
$0.00







 


“Uncertificated Principal
Balance”:  With respect to each REMIC Regular
Interest, the principal amount of such REMIC Regular Interest
outstanding as of any date of determination.  As of the
Closing Date, the Uncertificated Principal Balance of each REMIC
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 REMIC Regular Interest
shall be reduced by all distributions of principal made on such
REMIC Regular Interest on such Distribution Date pursuant to
Section 4.05 and, if and to the extent necessary and
appropriate, shall be further reduced on such Distribution Date by
Realized Losses and increased by Subsequent Recoveries as provided
in Section 4.06, and the Uncertificated Principal Balance of
REMIC 2 Regular Interest ZZ shall be increased by interest
deferrals as provided in Section 4.05.  The
Uncertificated Principal Balance of each REMIC Regular Interest
that has an Uncertificated Principal Balance shall never be less
than zero.  Notwithstanding the foregoing, the Uncertificated
Principal Balance of (i) the Class C Interest shall always be equal
to (i) the excess, if any, of (A) the then aggregate
Uncertificated Principal Balances of the REMIC 2 Regular Interests
over (B) the sum of the Certificate Principal Balance of the
Class A Certificates, the Mezzanine Certificates, the Class B
Certificates and the Class P Interest minus (ii) the amount,
if any, paid to the Class A Certificates on the first Distribution
Date as Extra Principal Distribution Amount.


“Uncertificated REMIC 1 Pass-Through
Rate”: With respect to REMIC 1 Regular Interest IX, a
per annum rate equal to the weighted average of the Adjusted Net
Mortgage Rates of the Group I Mortgage Loans.  With respect to
each REMIC 1 Group I Regular Interest ending with the designation
“A”, a per annum rate equal to the weighted average of
the Adjusted Net Mortgage Rates of the Group I Mortgage Loans
multiplied by 2, subject to a maximum rate of two times the Swap
Rate. With respect to each REMIC 1 Group I Regular Interest ending
with the designation “B”, the greater of (x) a per
annum rate equal to the excess, if any, of (i) 2 multiplied by the
weighted average of the Adjusted Net Mortgage Rates of the Group I
Mortgage Loans over (ii) two times the Swap Rate and (y)
0.00%.  With respect to REMIC 1 Regular Interest IIX, a per
annum rate equal to the weighted average of the Adjusted Net
Mortgage Rates of the Group II Mortgage Loans.  With respect
to each REMIC 1 Group II Regular Interest ending with the
designation “A”, a per annum rate equal to the weighted
average of the Adjusted Net Mortgage Rates of the Group II Mortgage
Loans multiplied by 2, subject to a maximum rate of two times the
Swap Rate.  With respect to each REMIC 1 Group II Regular
Interest ending with the designation “B”, the greater
of (x) a per annum rate equal to the excess, if any, of (i) 2
multiplied by the weighted average of the Adjusted Net Mortgage
Rates of the Group II Mortgage Loans over (ii) two times the Swap
Rate and (y) 0.00%.


“Uncertificated REMIC 2
Pass-Through Rate”:  With respect to REMIC 2 Regular
Interests AA, A-IA, A-IIA1, A-IIA2, A-IIA3, A-IIA4, M1, M2, M3, M4,
M5, M6, M7, M8, M9, B1, B2, ZZ, 1SUB, 2SUB and XX, a per annum rate
(but not less than zero) equal to the weighted average of: (w) with
respect to REMIC 1 Regular Interests IX and IIX, the Uncertificated
REMIC 1 Pass-Through Rate for each such REMIC 1 Regular Interest
for each such Distribution Date minus the REMIC FM Rate, (x) with
respect to each REMIC 1 Regular Interest ending with the
designation “B”, the weighted average of the
Uncertificated REMIC 1 Pass-Through Rates for such REMIC 1 Regular
Interests minus the REMIC FM Rate, (y) with respect to REMIC 1
Regular Interests ending with the designation “A”, for
each Distribution Date from the second Distribution Date through
the Rate Change Date for such REMIC 1 Regular Interest, the lesser
of (i) (1) the product of 2 multiplied by Swap LIBOR minus (2) the
REMIC FM Rate, and (ii) the Uncertificated REMIC 1 Pass-Through
Rate for such REMIC 1 Regular Interest minus the REMIC FM Rate, and
(z) with respect to REMIC 1 Regular Interests ending with the
designation “A”, for the first Distribution Date and
each Distribution Date after the Rate Change Date for such REMIC 1
Regular Interest, the Uncertificated REMIC 1 Pass-Through Rate for
such REMIC 1 Regular Interest minus the REMIC FM Rate, in every
case weighted on the basis of the Uncertificated Balances of each
such REMIC I Regular Interest for each such Distribution Date.


With respect to REMIC 2 Regular Interest
1GRP, a per annum rate (but not less than zero) equal to the
weighted average of: (w) with respect to REMIC 1 Regular Interest
IX, the Uncertificated REMIC 1 Pass-Through Rate for such REMIC 1
Regular Interest for each Distribution Date minus the REMIC FM
Rate, (x) with respect to REMIC 1 Group I Regular Interests ending
with the designation “B”, the weighted average of the
Uncertificated REMIC 1 Pass-Through Rates for such REMIC 1 Regular
Interests minus the REMIC FM Rate, (y) with respect to REMIC 1
Group I Regular Interests ending with the designation
“A”, for each Distribution Date from the second
Distribution Date through the Rate Change Date for such REMIC 1
Regular Interest, the lesser of (i) (1) the product of 2 multiplied
by Swap LIBOR minus (2) the REMIC FM Rate, and (ii) the
Uncertificated REMIC 1 Pass-Through Rate for such REMIC 1 Regular
Interest minus the REMIC FM Rate, and (z) with respect to REMIC 1
Group I Regular Interests ending with the designation
“A”, for the first Distribution Date and each
Distribution Date after the Rate Change Date for such REMIC 1
Regular Interest, the Uncertificated REMIC 1 Pass-Through Rate for
such REMIC 1 Regular Interest minus the REMIC FM Rate, in every
case weighted on the basis of the Uncertificated Balances of each
such REMIC 1 Regular Interest for each such Distribution Date.


With respect to REMIC 2 Regular Interest
2GRP, a per annum rate (but not less than zero) equal to the
weighted average of: (w) with respect to REMIC 1 Regular Interest
IIX, the Uncertificated REMIC 1 Pass-Through Rate for such REMIC 1
Regular Interest for each Distribution Date minus the REMIC FM
Rate, (x) with respect to REMIC 1 Group II Regular Interests ending
with the designation “B”, the weighted average of the
Uncertificated REMIC 1 Pass-Through Rates for such REMIC 1 Regular
Interests minus the REMIC FM Rate, (y) with respect to REMIC 1
Group II Regular Interests ending with the designation
“A”, for each Distribution Date from the second
Distribution Date through the Rate Change Date for such REMIC 1
Regular Interest, the lesser of (i) (1) the product of 2 multiplied
by Swap LIBOR minus (2) the REMIC FM Rate, and (ii) the
Uncertificated REMIC 1 Pass-Through Rate for such REMIC 1 Regular
Interest minus the REMIC FM Rate, and (z) with respect to REMIC 1
Group II Regular Interests ending with the designation
“A”, for the first Distribution Date and each
Distribution Date after the Rate Change Date for such REMIC 1
Regular Interest, the Uncertificated REMIC 1 Pass-Through Rate for
such REMIC 1 Regular Interest minus the REMIC FM Rate, in every
case weighted on the basis of the Uncertificated Balances of each
such REMIC 1 Regular Interest for each such Distribution Date.


With respect to REMIC 2 Regular Interest
Swap-IO, and (i) the second Distribution Date through the 60th
Distribution Date, the excess of (x) the weighted average of the
Uncertificated REMIC 1 Pass-Through Rates for REMIC 1 Regular
Interests including the designation “A”, over (y) 2
multiplied by Swap LIBOR and (ii) thereafter, 0.00%.


With respect to any Distribution Date and
REMIC 2 Regular Interest FMR IO, (i) 0.00% per annum for each
Distribution Date starting with the Distribution Date in January
2007 through the Distribution Date in December 2016, (ii) the Final
Maturity Reserve Rate for each Distribution Date starting with the
Distribution Date in January 2017 through the Distribution Date in
December 2026 and (iii) 0.00% per annum for each Distribution
Date thereafter.  For federal income tax purposes, REMIC 2
Regular Interest FMR IO will be entitled to a percentage of the
interest payable on each REMIC 1 Regular Interest, with the
percentage equal to (i) on each Distribution Date starting with the
Distribution Date in January 2007 through the Distribution Date in
December 2016, the excess of the REMIC 1 Uncertificated
Pass-Through Rate of such Regular Interest over the REMIC 1
Uncertificated Pass-Through Rate of such Regular Interest, (ii) on
each Distribution Date starting with the Distribution Date in
January 2017 through the Distribution Date in December 2026, the
excess of the REMIC 1 Uncertificated Pass-Through Rate of such
Regular Interest over the difference between the REMIC 1
Uncertificated Pass-Through Rate of such Regular Interest and the
Final Maturity Reserve Rate, and (iii) 0.00% thereafter.


“Undercollateralized
Amount”:  With respect to any Distribution Date, the
amount, if any, by which (i) the sum of the aggregate
Certificate Principal Balances of the Class A Certificates, the
Mezzanine Certificates and the Class B Certificates and the
Uncertificated Principal Balance of the Class P Interest as of such
Distribution Date (after giving effect to distributions to be made
on such Distribution Date) exceeds (ii) the aggregate Stated
Principal Balance of the Mortgage Loans on the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period).


“Uninsured Cause”: 
Any cause of damage to a Mortgaged Property such that the complete
restoration of such property is not fully reimbursable by the
hazard insurance policies required to be maintained pursuant to
Section 3.14.


“United States Person” or
“U.S. Person”:  (i) A citizen or resident
of the United States; (ii) a corporation, partnership or other
entity classified 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 political subdivision thereof
(except, in the case of a partnership or entity treated as a
partnership, to the extent provided in regulations) provided that,
solely for purposes of the restrictions on the transfer of the
Residual Certificates, no partnership or other entity treated as a
partnership shall be treated as a United States Person unless all
persons that own an interest in such partnership or other entity,
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; (iii)
an estate the income of which is subject to United States federal
income taxation regardless of its source, or (iv) 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
United States Persons have the authority to control all substantial
decisions of the trust or if the trust was in existence on August
20, 1996, was treated as a United States Person on August 19, 1996,
and made a valid election to continue to be treated as a United
States Person.  The term “United States” shall
have the meaning set forth in Section 7701 of the Code or successor
provisions.


“Unpaid Interest Shortfall
Amount”:  With respect to the Class A Certificates,
the Mezzanine Certificates and the Class B Certificates and
(i) the first Distribution Date, zero, and (ii) any
Distribution Date after the first Distribution Date, the amount, if
any, by which (a) the sum of (1) the Monthly Interest
Distributable Amount for such Class of Certificates for the
immediately preceding Distribution Date and (2) the
outstanding Unpaid Interest Shortfall Amount, if any, for such
Class of Certificates for such preceding Distribution Date exceeds
(b) the aggregate amount distributed on such Class of
Certificates in respect of interest pursuant to clause (a) of
this definition on such preceding Distribution Date, plus interest
on the amount of interest due but not paid on such Class of
Certificates on such preceding Distribution Date, to the extent
permitted by law, at the Pass‐Through Rate for such Class of
Certificates for the related Accrual Period.


“USD-LIBOR-BBA”:  As
defined in the Swap Agreement in the Annex to the 2000 ISDA
Definitions.


“Value”:  With
respect to any Mortgaged Property, the lesser of (i) the
Origination Value thereof and (ii) the purchase price paid for
the related Mortgaged Property by the Mortgagor with the proceeds
of the Mortgage Loan, provided, however, in the case of a
Refinanced Mortgage Loan, such value of the Mortgaged Property is
the Origination Value thereof.


“Voting Rights”: 
The portion of the voting rights of all of the Certificates which
is allocated to any Certificate.  At all times the Class A
Certificates, the Mezzanine Certificates, the Class B Certificates
and the Class C Certificates shall have 98% of the Voting Rights
(allocated among the Holders of the Class A Certificates, the
Mezzanine Certificates, the Class B Certificates and the Class C
Certificates in proportion to the then outstanding Certificate
Principal Balances of their respective Certificates), the Class P
Certificates shall have 1% of the Voting Rights and the Class R
Certificates shall have 1% of the Voting Rights.  The Voting
Rights allocated to any Class of Certificates (other than the Class
P Certificates and the Class R Certificates) shall be allocated
among all Holders of each such Class in proportion to the
outstanding Certificate Principal Balance of such Certificates and
the Voting Rights allocated to the Class P Certificates and the
Class R Certificates shall be allocated among all Holders of each
such Class in proportion to such Holders’ respective
Percentage Interest; provided, however, that when
none of the Regular Certificates are outstanding, 100% of the
Voting Rights shall be allocated among Holders of the Class R
Certificates in accordance with such Holders’ respective
Percentage Interests in the Certificates of such Class.  The
Class R‐CX Certificates and the Class R‐PX Certificates
shall not have Voting Rights.


“Washington Mutual
Custodian”:  None of the Mortgage Loans are held by
the Washington Mutual Custodian as custodian.  References to
the Washington Mutual Custodian are left in this Agreement for
administrative convenience and shall be completely
disregarded.  There is no Washington Mutual Custodian under
this Agreement and no Person shall have any rights of the
Washington Mutual Custodian under this Agreement.


Section
1.02         
Accounting.

Unless otherwise specified herein, for the
purpose of any definition or calculation, whenever amounts are
required to be netted, subtracted or added or any distributions are
taken into account, such definition or calculation and any related
definitions or calculations shall be determined without duplication
of such functions.


Section
1.03         
Allocation of Certain Interest Shortfalls.

For purposes of calculating the amount of
the Monthly Interest Distributable Amount for the Class A
Certificates, the Mezzanine Certificates, the Class B Certificates
and the Class C Interest 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 first to the Class C
Interest to the extent of one month’s interest at the then
applicable Pass‐Through Rate on the Notional Amount of such
Regular Interest, and then among the Class A Certificates, the
Mezzanine Certificates and the Class B Certificates on a pro
rata basis based on, and to the extent of, interest for the
related Accrual Period at the then applicable respective
Pass‐Through Rate on the respective Certificate Principal
Balance of each such Certificate.


For purposes of calculating the amount of
the Monthly Interest Distributable Amount for the Class C
Certificates for any Distribution Date, the aggregate amount of any
Net Prepayment Interest Shortfalls and any Relief Act Interest
Shortfalls allocated to the Class C Interest  pursuant to the
paragraph above shall be allocated among the Class C Certificates
on a pro rata basis based on one month’s interest.



For purposes of calculating the amount of
Uncertificated Accrued Interest for the REMIC 2 Regular Interests
for any Distribution Date, the aggregate amount of any Net
Prepayment Interest Shortfalls and Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans for any Distribution Date
shall be allocated: 



(a)        50% of any Net
Prepayment Interest and Relief Act Interest Shortfalls incurred in
respect of the Mortgage Loans for any Distribution Date shall be
allocated to AA and ZZ up to an aggregate amount equal to the REMIC
2 Interest Loss Allocation Amount, 98% and 2%, respectively, and
thereafter among AA, A-IA, A-IIA1, A-IIA2, A-IIA3, A-IIA4, M1, M2,
M3, M4, M5, M6, M7, M8, M9, B1, B2 and ZZ, pro rata based
on, and to the extent of, one month’s interest at the then
applicable respective Pass-Through Rate on the respective
Uncertificated Principal Balance of each such REMIC 2 Regular
Interest; and



(b)        50% of any Net
Prepayment Interest and Relief Act Interest Shortfalls incurred in
respect of the Mortgage Loans for any Distribution Date shall be
allocated to REMIC 2 Regular Interest 1GRP, 2GRP, 1SUB, 2SUB, and
XX, pro rata based on, and to the extent of, one
month’s interest at the then applicable respective
Pass-Through Rate on the respective Uncertificated Principal
Balance of each such REMIC 3 Regular Interest.


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 Relief Act Interest Shortfalls
incurred in respect of the Group I Mortgage Loans for any
Distribution Date shall be allocated to REMIC 1 Regular Interests
IX and the aggregate amount of any Net Prepayment Interest
Shortfalls and Relief Act Interest Shortfalls incurred in respect
of the Group II Mortgage Loans for any Distribution Date shall be
allocated to REMIC 1 Regular Interest IIX.


Section
1.04          Rights
of the NIMS Insurer.


(a)        Each of the rights of
the NIMS Insurer set forth in this Agreement shall exist so long as
the Insured NIM Notes remain outstanding; provided, however, the
NIMS Insurer shall not have any rights hereunder (except as
provided in Section 9.01) so long as any NIMS Insurer Default is
continuing.



(b)        Notwithstanding
anything to the contrary anywhere in this Agreement, all rights and
benefits of the NIMS Insurer hereunder shall permanently terminate
upon such time as the Insured NIM Notes shall no longer be
outstanding.


ARTICLE II



CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES 


Section
2.01         
Conveyance of Mortgage Loans.

The Depositor, concurrently with the
execution and delivery hereof, does hereby transfer, assign, set
over and otherwise convey to the Trust, without recourse, all the
right, title and interest of the Depositor, including any security
interest therein for the benefit of the Depositor, in and to the
Mortgage Loans identified on the Mortgage Loan Schedule, the rights
of the Depositor under the Mortgage Loan Purchase Agreement (other
than the Depositor’s rights under Section 17 thereof)
and all other assets included or to be included in
REMIC 1.  Such assignment includes all scheduled payments
on the Mortgage Loans due after the Cut-off Date and all
unscheduled collections in respect of the Mortgage Loans received
after the Cut-off Date (other than the portion of such collections
due on or prior to the Cut-off Date).  The REMIC 1
Regular Interests, REMIC 1 Regular Interest IX and the Class
R‐1 Interest shall collectively be a separate series of
beneficial interests in the assets of the Trust consisting of the
Trust Fund assets included in the definition of REMIC 1
pursuant to Section 3806(b)(2) of the Statutory Trust
Statute.  The Depositor herewith delivers to the Trustee an
executed copy of the Mortgage Loan Purchase Agreement and the PMI
Policy.  In addition, on or prior to the Closing Date, the
Supplemental Interest Trust Trustee shall execute the Swap
Agreement and the Depositor hereby directs the Supplemental
Interest Trust Trustee to do so.


If the assignment and transfer of the
Mortgage Loans and the other property specified in
Section 2.01 from the Depositor to the Trust pursuant to this
Agreement is held or deemed not to be a sale or is held or deemed
to be a pledge of security for a loan, the Depositor intends that
the rights and obligations of the parties shall be established
pursuant to the terms of this Agreement and that, in such event,
(i) the Depositor shall be deemed to have granted and does
hereby grant to the Trust as of the Closing Date a perfected, first
priority security interest in the entire right, title and interest
of the Depositor in and to the Mortgage Loans and all other
property conveyed to the Trust pursuant to this Section 2.01
and all proceeds thereof and (ii) this Agreement shall
constitute a security agreement under applicable law.


In connection with such transfer and
assignment, the Depositor does hereby deliver to, and deposit with,
the Trustee as custodian (in which capacity it will, unless
otherwise specified, be acting under this Article II) the
following documents or instruments with respect to each Mortgage
Loan so transferred and assigned (with respect to each Mortgage
Loan, a “Mortgage File”):



(a)        the original Mortgage
Note, endorsed in blank or in the following form:  “Pay
to the order of Deutsche Bank National Trust Company, as Trustee
under the applicable agreement, without recourse,” with all
prior and intervening endorsements showing a complete chain of
endorsement from the originator to the Person so endorsing to the
Trustee or (in the case of not more than 1.00% of the Mortgage
Loans, by aggregate principal balance as of the Cut‐off Date)
a copy of such original Mortgage Note with an accompanying Lost
Note Affidavit executed by the Seller;



(b)        the original
Mortgage, noting the presence of the MIN of the Mortgage Loan and
language indicating that the Mortgage Loan is a MOM Loan if the
Mortgage Loan is a MOM loan, with evidence of recording thereon,
and a copy, certified by the appropriate recording office, of the
recorded power of attorney, if the Mortgage was executed pursuant
to a power of attorney, with evidence of recording thereon;



(c)        unless the Mortgage
Loan is registered on the MERS® System, an original Assignment
in blank;



(d)        the original recorded
Assignment or Assignments showing a complete chain of assignment
from the originator to the Person assigning the Mortgage to the
Trustee or in blank (or to MERS, if the Mortgage Loan is registered
on the MERS® System and noting the presence of the MIN) as
contemplated by the immediately preceding clause (c);



(e)        the original or
copies of each assumption, modification, written assurance or
substitution agreement, if any; and



(f)         as an original,
photocopy or in electronic form, the lender’s title insurance
policy, together with all endorsements or riders issued with or
subsequent to the issuance of such policy, insuring the priority of
the Mortgage as a first or second lien on the Mortgaged Property
represented therein as a fee interest vested in the Mortgagor, or
in the event such title policy is unavailable, a written commitment
or uniform binder or preliminary report of title issued by the
title insurance or escrow company.


Except with respect to any Mortgage Loan for
which MERS is identified on the Mortgage or on a properly recorded
assignment of the Mortgage as the mortgagee of record, the
Servicer, in its capacity as Seller, shall promptly (and in no
event later than thirty (30) Business Days, subject to extension
upon a mutual agreement between the Servicer and the Trustee),
following the later of the Closing Date and the date of receipt by
the Servicer of the recording information for a Mortgage submit or
cause to be submitted for recording, at no expense to the Trust,
the Trustee, the Delaware Trustee or the Depositor, in the
appropriate public office for real property records, each
Assignment referred to in Sections 2.01(c) and (d) above and shall
execute each original Assignment referred to in clause (c) above in
the following form:  “Deutsche Bank National Trust
Company, as Trustee under applicable agreement, without
recourse.”  In the event that any such Assignment is
lost or returned unrecorded because of a defect therein, the
Servicer, in its capacity as Seller, shall promptly prepare or
cause to be prepared a substitute Assignment or cure or cause to be
cured such defect, as the case may be, and thereafter cause each
such Assignment to be duly recorded.  Notwithstanding the
foregoing, the Assignments shall not be required to be completed
and submitted for recording with respect to any Mortgage Loan if
each Rating Agency does not require recordation in order for such
Rating Agency to assign the initial ratings to the Class A
Certificates, the Mezzanine Certificates, the Class B Certificates
and the Other NIM Notes and the initial shadow rating to the
Insured NIM Notes, without giving effect to any insurance policy
issued by the NIMS Insurer; provided, however, each such Assignment
shall be submitted for recording by the Servicer, in its capacity
as Seller, in the manner described above, at no expense to the
Trust, the Trustee or the Delaware Trustee upon the earliest to
occur of:  (i) reasonable direction by Holders of
Certificates entitled to at least 25% of the Voting Rights,
(ii) the occurrence of a Servicer 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 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 the foregoing, if the Servicer is
unable to pay the cost of recording the Assignments, such expense
shall be paid by the Trustee and shall be reimbursable to the
Trustee as an Extraordinary Trust Fund Expense.


In connection with the assignment of any
Mortgage Loan registered on the MERS® System, the Depositor
further agrees that it shall cause, within 30 Business Days after
the Closing Date, the MERS® System to indicate that such
Mortgage Loans have been assigned by the Depositor to the Trust in
accordance with this Agreement 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 Trust 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 shall not, and shall not permit
the Servicer to, and the Servicer agrees that it shall not, 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.


If any of the documents referred to in
Sections 2.01(b), (c), (d) or (e) above (collectively, the
“Recording Documents”) has as of the Closing Date been
submitted for recording but either (x) has not been returned
from the applicable public recording office or (y) has been
lost or such public recording office has retained the original of
such document, the obligations of the Servicer, in its capacity as
the Seller, to deliver such Recording Documents shall be deemed to
be satisfied upon (1) delivery to the Trustee or the
applicable Custodian of a copy of each such Recording Document
certified by the Seller in the case of (x) above or the
applicable public recording office in the case of (y) above to
be a true and complete copy of the original that was submitted for
recording and (2) if such copy is certified by the Seller,
delivery to the Trustee or the applicable Custodian promptly upon
receipt thereof, and in any event no later than one year after the
Closing Date, of either the original or a copy of such Recording
Document certified by the applicable public recording office to be
a true and complete copy of the original.  In instances where,
due to a delay on the part of the recording office where any such
Recording Documents have been delivered for recordation, the
Recording Documents cannot be delivered to the Trustee or the
applicable Custodian within one year after the Closing Date, the
Servicer, in its capacity as the Seller, shall deliver to the
Trustee or the applicable Custodian within such time period an
Officer’s Certificate stating the date by which the Servicer,
in its capacity as the Seller, expects to receive such Recording
Documents from the applicable recording office.  In the event
that Recording Documents have still not been received by the
Servicer, in its capacity as the Seller, and delivered to the
Trustee or the applicable Custodian by the date specified in its
previous Officer’s Certificate delivered to the Trustee or
the applicable Custodian, as the case may be, the Servicer, in its
capacity as the Seller, shall deliver to the Trustee or the
applicable Custodian by such date an additional Officer’s
Certificate stating a revised date by which the Servicer, in its
capacity as the Seller, expects to receive the applicable Recording
Documents.  This procedure shall be repeated until the
Recording Documents have been received by the Servicer, in its
capacity as the Seller, and delivered to the Trustee or the
applicable Custodian.  If the original lender’s title
insurance policy was not delivered pursuant to Section 2.01(f)
above, the Servicer, in its capacity as the Seller, shall deliver
or cause to be delivered to the Trustee or the applicable Custodian
promptly after receipt thereof, and in any event within 120 days
after the Closing Date, the original lender’s title insurance
policy.  The Servicer, in its capacity as the Seller, shall
deliver or cause to be delivered to the Trustee or the applicable
Custodian promptly upon receipt thereof any other original
documents constituting a part of a Mortgage File received with
respect to any Mortgage Loan, including, but not limited to, any
original documents evidencing an assumption or modification of any
Mortgage Loan.


All original documents relating to the
Mortgage Loans that are not delivered to the Trustee or the
applicable Custodian are and shall be held by or on behalf of the
Seller, the Depositor or the Servicer, as the case may be, in trust
for the benefit of the Trust.  In the event that any such
original document is required pursuant to the terms of this
Section to be a part of a Mortgage File, such document shall
be delivered promptly to the Trustee or the applicable
Custodian.  Any such original document delivered to or held by
the Depositor that is not required pursuant to the terms of this
Section to be a part of a Mortgage File, shall be delivered
promptly to the Servicer.


The Mortgage Loans permitted by the terms of
this Agreement to be included in the Trust are limited to (i) the
Mortgage Loans (which the Depositor acquired pursuant to the
Mortgage Loan Purchase Agreement, which contains, among other
representations and warranties, a representation and warranty of
the Seller that no Mortgage Loan is a “high-cost” or
“predatory” loan under any state or local law or
regulation applicable to the originator), and (ii) Qualified
Substitute Mortgage Loans (which, by definition as set forth herein
and referred to in the Mortgage Loan Purchase Agreement, are
required to conform to, among other representations and warranties,
the representation and warranty of the Seller that no Qualified
Substitute Mortgage Loan is a “high cost” or
“predatory” loan under any state or local law or
regulation applicable to the originator).  It is agreed and
understood by the parties hereto that it is not intended that any
mortgage loan be included in the Trust that is a “High-Cost
Home Loan” as defined in the New Jersey Home Ownership Act
effective November 27, 2003, a “High Cost Home Loan” as
defined in the New Mexico Home Loan Protection Act effective
January 1, 2004, a “High Cost Home Loan” as
defined in the Kentucky high-cost loan statute effective June 24,
2003 (Ky. Rev. Stat. Section 360.100), or a “High Cost Home
Loan” as defined in the Indiana Home Loan Practices Act
effective January 1, 2005 (Ind. Code Ann. §§ 24-9-1
through 24-9-9) or a “High Cost Mortgage Loan” as
defined in the Massachusetts Predatory Home Loan Practices Act
effective November 7, 2004 (Mass. Gen. Laws Ch. 183C.
§§1 et seq.).


Section
2.02         
Acceptance of REMIC 1 by the Trustee.

Subject to the provisions of
Section 2.01 and subject to any exceptions noted on the
exception report described in the next paragraph below, the Trustee
or a Custodian on behalf of the Trustee, as applicable,
acknowledges receipt of the documents referred to in
Section 2.01 above and all other assets included in the
definition of “REMIC 1” under clauses (i), (iii), (iv)
and (vi) (to the extent of amounts deposited into the Distribution
Account) and declares that it holds and will hold such documents
and the other documents delivered to it constituting the Mortgage
File, and all such assets and such other assets included in the
definition of “REMIC 1” in trust for the exclusive use
and benefit of all present and future holders of REMIC 1 Regular
Interests and the Class R-1 Interest.


The Trustee or the Custodian, as applicable,
agrees, for the benefit of the holders of REMIC 1 Regular Interests
and the Class R-1 Interest, to review each Mortgage File on or
before the Closing Date, with respect to each Mortgage Loan and to
certify to the Trustee, the NIMS Insurer, the Depositor and the
Servicer in substantially the form attached hereto as
Exhibit F‐1 that, as to each Closing Date Mortgage Loan
listed in the Mortgage Loan Schedule (other than any Mortgage
Loan paid in full or any Mortgage Loan specifically identified in
the exception report annexed thereto as not being covered by such
certification), (i) all documents constituting part of such
Mortgage File (other than such documents described in
Section 2.01(e)) required to be delivered to it pursuant to
this Agreement are in its possession, (ii) such documents have
been reviewed by the Trustee or the Washington Mutual Custodian, as
applicable and are not mutilated, torn or defaced unless initialed
by the related borrower and relate to such Mortgage Loan and
(iii) based on the Trustee’s examination and only as to
the foregoing, the information set forth in the Mortgage Loan
Schedule that corresponds to items (i), (ii), (ix), (xii),
(xiv) (to the extent of the Periodic Rate Cap for the first
Adjustment Date and subsequent Adjustment Dates) and (xvi) of the
definition of “Mortgage Loan Schedule” accurately
reflects information set forth in the Mortgage File.  It is
herein acknowledged that, in conducting such review, neither the
Trustee nor any Custodian is under any duty or obligation
(i) to inspect, review or examine any such documents,
instruments, certificates or other papers to determine whether they
are genuine, enforceable, or appropriate for the represented
purpose (including with respect to Section 2.01(f), whether
such title insurance policy (a) contains all necessary
endorsements, (b) insures the priority of the Mortgage as a first
or second lien or (c) whether the interest vested in the Mortgagor
is a fee interest) or whether they have actually been recorded or
that they are other than what they purport to be on their face or
(ii) to determine whether any Mortgage File should include any
of the documents specified in clause (e) of
Section 2.01.


Prior to the first anniversary date of this
Agreement, the Trustee shall deliver (or, with respect to the
Mortgage Loans held by another Custodian, such Custodian shall
deliver) to the Depositor, the Servicer and the NIMS Insurer a
final certification in the form annexed hereto as
Exhibit F‐2 evidencing the completeness of the Mortgage
Files, with any applicable exceptions noted thereon.


If in the process of reviewing the Mortgage
Files and making or preparing, as the case may be, the
certifications referred to above, the Trustee holding such Mortgage
Files or any Custodian holding such Mortgage Files finds any
document or documents constituting a part of a Mortgage File to be
missing or defective in any material respect, at the conclusion of
its review the Trustee shall so notify or such other Custodian
shall notify the Depositor, the Seller, the NIMS Insurer and the
Servicer.  In addition, upon the discovery by the Depositor,
the Servicer or the Trustee of a breach of any of the
representations and warranties made by the Seller in the Mortgage
Loan Purchase Agreement in respect of any Mortgage Loan which
materially and adversely affects the value of such Mortgage Loan or
the interests of the related Certificateholders in such Mortgage
Loan, the party discovering such breach shall give prompt written
notice to the other parties.


Section
2.03          Cure,
Repurchase or Substitution of Mortgage Loans by the Seller;
Remedies for Breaches by Depositor or Servicer; Remedies for
Breaches Relating to Prepayment Charges.


(a)        Upon discovery or
receipt of notice of any materially defective document in, or that
a document is missing from, the Mortgage File or of the breach by
the Seller of any representation, warranty or covenant under the
Mortgage Loan Purchase Agreement in respect of any Mortgage Loan
which materially and adversely affects the value of such Mortgage
Loan or the interest therein of the Certificateholders (it being
understood that (i) in the case of any such representation or
warranty made to the knowledge or the best of knowledge of the
Seller, as to which the Seller has no knowledge, without regard to
the Seller’s lack of knowledge with respect to the substance
of such representation or warranty being inaccurate at the time it
was made or (ii) with respect to the representation and warranty
set forth in the last sentence of Section 6(xxxix), Section
6(xlvi), the first sentence of Section 6(xlvii), Section 6(lxi) and
Section 6(lxiv) of the Mortgage Loan Purchase Agreement, a breach
of any such representation or warranty shall in and of itself be
deemed to materially and adversely affect the interest of the
Certificateholders in the related Mortgage Loan), the Trustee shall
promptly notify the Depositor, the Seller, the NIMS Insurer and the
Servicer of such defect, missing document or breach and request
that the Seller deliver such missing document or cure such defect
or breach within 90 days from the date the Seller was notified of
such missing document, defect or breach (except as described in
Section 2.03(e)), and if the Seller does not deliver such missing
document or cure such defect or breach in all material respects
during such period, the Servicer (or, in accordance with
Section 3.02(b), the Trustee) shall enforce the obligations of
the Seller under the Mortgage Loan Purchase Agreement to repurchase
such Mortgage Loan from REMIC 1 at the Purchase Price within
90 days after the date on which the Seller was notified (subject to
Section 2.03(e)) of such missing document, defect or breach,
if and to the extent that the Seller is obligated to do so under
the Mortgage Loan Purchase Agreement.  The Purchase Price for
the repurchased Mortgage Loan shall be deposited in the Collection
Account, and the Trustee or a Custodian, as applicable, upon
receipt of written certification from the Servicer of such deposit,
shall release to the Seller the related Mortgage File, and the
Trustee or a Custodian on behalf of the Trustee, as applicable,
shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as the Seller shall
furnish to it or such Custodian, as applicable, and as shall be
necessary to vest in the Seller any Mortgage Loan released pursuant
hereto.  In furtherance of the foregoing, if the Seller is not
a member of MERS and repurchases a Mortgage Loan which is
registered on the MERS® System, the Servicer, in its capacity
as Seller, at its own expense and without any right of
reimbursement, 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.  Neither the Trustee
nor any Custodian shall have any further responsibility with regard
to such Mortgage File.  In lieu of repurchasing any such
Mortgage Loan as provided above, if so provided in the Mortgage
Loan Purchase Agreement, the Seller may cause such Mortgage Loan to
be removed from REMIC 1 (in which case it shall become a
Deleted Mortgage Loan) and substitute one or more Qualified
Substitute Mortgage Loans in the manner and subject to the
limitations set forth in Section 2.03(d).  It is
understood and agreed that the obligation of the Seller to cure or
to repurchase (or to substitute for) any Mortgage Loan as to which
a document is missing, a material defect in a constituent document
exists or as to which such a breach has occurred and is continuing
shall constitute the sole remedy respecting such omission, defect
or breach available to the Certificateholders, the Trust, the
Trustee on behalf of the Certificateholders, the Delaware Trustee
and the NIMS Insurer.



(b)        Within 90 days of the
earlier of discovery by the Depositor or receipt of notice by the
Depositor of the breach of any representation or warranty of the
Depositor set forth in Section 2.05 with respect to any
Mortgage Loan, which materially adversely affects the value of such
Mortgage Loan or the interest therein of the Certificateholders,
the Depositor shall cure such breach in all material respects.



(c)        As promptly as
practicable (and no later than 90 days) after the earlier of
discovery by the Servicer or receipt of notice by the Servicer of
the breach of any representation, warranty or covenant of the
Servicer set forth in Section 2.04 which materially and
adversely affects the value of any Mortgage Loan or the interests
of the Certificateholders in any Mortgage Loan, the Servicer shall
cure such breach in all material respects.


Promptly upon the earlier of discovery by
the Servicer or receipt of notice by the Servicer of the breach of
any representation, warranty or covenant of the Servicer set forth
in Section 2.04(a)(vii) or (viii) which materially and
adversely affects the interests of the Holders of the Class P
Certificates to any Prepayment Charge, the Servicer shall cure such
breach in all material respects.  If the representation made
by the Servicer in its capacity as Seller in
Section 2.04(a)(vii) is breached, the Servicer in its capacity
as Seller shall pay into the Collection Account the amount of the
scheduled Prepayment Charge, less any amount previously collected
and deposited by, or paid by, the Servicer into the Collection
Account; and if the covenant made by the Servicer in
Section 2.04(a)(viii) is breached, the Servicer shall pay into
the Collection Account the amount of the waived Prepayment
Charge.  Payments by the Servicer into the Collection Account
pursuant to this paragraph shall be made on the later of (i) the
Servicer Remittance Date next following the earlier of discovery by
the Servicer or receipt of notice by the Servicer of the breach of
the related representation, warranty or covenant of the Servicer
set forth in Section 2.04(a)(vii) or (viii) which materially and
adversely affects the interests of the Holders of the Class P
Certificates to any Prepayment Charge and (ii) the Servicer
Remittance Date next following the Prepayment Period in which such
breach occurred. 



(d)        Any substitution of
Qualified Substitute Mortgage Loans for Deleted Mortgage Loans made
pursuant to Section 2.03(a) shall be effected prior to the
date which is two years after the Startup Date for
REMIC 1.


As to any Deleted Mortgage Loan for which
the Seller substitutes a Qualified Substitute Mortgage Loan or
Loans, such substitution shall be effected by the Seller delivering
to the Trustee (or, with respect to the Mortgage Loans held by
another Custodian, to such Custodian) on behalf of the Trustee, for
such Qualified Substitute Mortgage Loan or Loans, the Mortgage
Note, the Mortgage, the Assignment to the Trustee, and such other
documents and agreements, with all necessary endorsements thereon,
as are required by Section 2.01, together with an
Officer’s Certificate providing that each such Qualified
Substitute Mortgage Loan satisfies the definition thereof and
specifying the Substitution Adjustments (as described below), if
any, in connection with such substitution.  The Trustee shall
acknowledge or with respect to the Mortgage Loans held by another
Custodian such other Custodian shall acknowledge receipt for such
Qualified Substitute Mortgage Loan or Loans and, within ten
Business Days thereafter, review such documents as specified in
Section 2.02 and deliver to the Depositor, the Servicer and
the NIMS Insurer, with respect to such Qualified Substitute
Mortgage Loan or Loans, a certification substantially in the form
attached hereto as Exhibit F‐1, with any applicable
exceptions noted thereon.  Within one year of the date of
substitution, the Trustee shall deliver or with respect to the
Mortgage Loans held by another Custodian, such other Custodian
shall deliver to the Depositor, the Seller, the NIMS Insurer and
the Servicer a certification substantially in the form of
Exhibit F‐2 hereto with respect to such Qualified
Substitute Mortgage Loan or Loans, with any applicable exceptions
noted thereon.  Monthly Payments due with respect to Qualified
Substitute Mortgage Loans in the month of substitution are not part
of REMIC 1 and will be retained by the Seller.  For the
month of substitution, distributions to Certificateholders will
reflect the Monthly Payment due on such Deleted Mortgage Loan on or
before the Due Date in the month of substitution, and the Seller
shall thereafter be entitled to retain all amounts subsequently
received in respect of such Deleted Mortgage Loan.  The
Trustee shall give or cause to be given written notice to the NIMS
Insurer and the Certificateholders that such substitution has taken
place, and the Servicer shall amend or cause to be amended the
Mortgage Loan Schedule and, if applicable, the Prepayment Charge
Schedule to reflect the removal of such Deleted Mortgage Loan from
the terms of this Agreement and the substitution of the Qualified
Substitute Mortgage Loan or Loans and shall deliver a copy of such
amended Mortgage Loan Schedule and, if applicable, the Prepayment
Charge Schedule to the NIMS Insurer and the Trustee.  Upon
such substitution, such Qualified Substitute Mortgage Loan or Loans
shall constitute part of the Mortgage Pool and shall be subject in
all respects to the terms of this Agreement and the Mortgage Loan
Purchase Agreement, including all applicable representations and
warranties thereof included in the Mortgage Loan Purchase Agreement
as of the date of substitution.


For any month in which the Seller
substitutes one or more Qualified Substitute Mortgage Loans for one
or more Deleted Mortgage Loans, the Servicer will determine the
amounts (the “Substitution Adjustments”), if any, by
which the aggregate Purchase Price of all such Deleted Mortgage
Loans in Loan Group I or Loan Group II, respectively,
exceeds the aggregate of the Stated Principal Balance of the
Qualified Substitute Mortgage Loans that will become part of Loan
Group I or Loan Group II, respectively, as of the date of
substitution, together with one month’s interest on such
Stated Principal Balance at the applicable Net Mortgage Rate, plus
all outstanding Advances and Servicing Advances with respect to
such Deleted Mortgage Loan.  On the date of such substitution,
the Seller will deliver or cause to be delivered to the Servicer
for deposit in the Collection Account an amount equal to the sum of
Substitution Adjustments, if any (which for federal income tax
purposes will be treated as payment for the repurchase of that
portion of the Deleted Mortgage Loans), and the Trustee, upon
receipt of the related Qualified Substitute Mortgage Loan or Loans
(or acknowledgement of such receipt by another Custodian) and
certification by the Servicer of such deposit, shall release or, if
such Mortgage File is held by another Custodian, such Custodian
shall release to the Seller the related Mortgage File or Files and
the Trustee shall execute and deliver or, if such Mortgage File is
held by another Custodian, such Custodian shall execute and deliver
such instruments of transfer or assignment, without recourse, as
the Seller shall deliver to it or such Custodian, as applicable,
and as shall be necessary to vest therein any Deleted Mortgage Loan
released pursuant hereto.


In addition, the Servicer in its capacity as
Seller shall obtain at its own expense and deliver to the NIMS
Insurer and the Trustee an Opinion of Counsel to the effect that
such substitution will not cause (a) any federal tax to be
imposed on REMIC 1, created hereunder, including without
limitation, any federal tax imposed on “prohibited
transactions” under Section 860F(a)(1) of the Code or on
contributions after the startup day under Section 860G(d)(1)
of the Code, or (b) any Trust REMIC hereunder to fail to
qualify as a REMIC at any time that any Certificate is
outstanding.



(e)        Upon discovery by the
Depositor, the Seller, the Servicer or the Trustee that any
Mortgage Loan does not constitute a “qualified
mortgage” within the meaning of Section 860G(a)(3) of
the Code, the party discovering such fact shall within two Business
Days give written notice thereof to the other parties.  In
connection therewith, the Servicer in its capacity as Seller shall
repurchase or, subject to the limitations set forth in
Section 2.03(d), substitute one or more Qualified Substitute
Mortgage Loans for the affected Mortgage Loan within 90 days of the
earlier of discovery or receipt of such notice with respect to such
affected Mortgage Loan.  Any such repurchase or substitution
shall be made in the same manner as set forth in
Section 2.03(a) and Section 2.03(d).  The Trustee
shall reconvey to the Seller the Mortgage Loan to be released
pursuant hereto in the same manner, and on the same terms and
conditions, as it would a Mortgage Loan repurchased for breach of a
representation or warranty.


Section
2.04         
Representations, Warranties and Covenants of the Servicer.


(a)        The Servicer hereby
represents, warrants and covenants to the Trustee, for the benefit
of the Trustee and the Certificateholders, and to the Depositor,
that as of the Closing Date or as of such date specifically
provided herein:



(i)         The Servicer is
a federal savings association, duly organized, validly existing and
in good standing under the laws of the United States of America,
and has all licenses necessary to carry on its business as now
being conducted;



(ii)        The Servicer has the
full power and authority to service each Mortgage Loan, to execute,
deliver and perform, and to enter into and consummate the
transactions contemplated by this Agreement and has duly authorized
by all necessary action on the part of the Servicer the execution,
delivery and performance of this Agreement; and this Agreement,
assuming the due authorization, execution and delivery thereof by
the Depositor and the Trustee, constitutes a legal, valid and
binding obligation of the Servicer, enforceable against the
Servicer in accordance with its terms, except to the extent that
(a) the enforceability thereof may be limited by bankruptcy,
insolvency, moratorium, receivership and other similar laws
relating to creditors’ rights generally and (b) the
remedy of specific performance and injunctive and other forms of
equitable relief may be subject to the equitable defenses and to
the discretion of the court before which any proceeding therefor
may be brought.



(iii)       The execution and
delivery of this Agreement by the Servicer, the servicing of the
Mortgage Loans by the Servicer hereunder, the consummation by the
Servicer of any other of the transactions herein contemplated, and
the fulfillment of or compliance with the terms hereof are in the
ordinary course of business of the Servicer and will not
(A) result in a breach of any term or provision of the charter
or by‐laws of the Servicer or (B) conflict with, result
in a breach, violation or acceleration of, or result in a default
under, the terms of any other material agreement or instrument to
which the Servicer is a party or by which it may be bound, or any
statute, order or regulation applicable to the Servicer of any
court, regulatory body, administrative agency or governmental body
having jurisdiction over the Servicer; and the Servicer is not a
party to, bound by, or in breach or violation of any indenture or
other agreement or instrument, or subject to or in violation of any
statute, order or regulation of any court, regulatory body,
administrative agency or governmental body having jurisdiction over
it, which materially and adversely affects or, to the
Servicer’s knowledge, would in the future materially and
adversely affect, (x) the ability of the Servicer to perform
its obligations under this Agreement or (y) the business,
operations, financial condition, properties or assets of the
Servicer taken as a whole;



(iv)       The Servicer is an
approved seller/servicer for Fannie Mae or Freddie Mac in good
standing and is a HUD approved mortgagee pursuant to
Section 203 and Section 211 of the National Housing
Act;



(v)        No litigation is
pending against the Servicer that would materially and adversely
affect the execution, delivery or enforceability of this Agreement
or the ability of the Servicer to service the Mortgage Loans or to
perform any of its other obligations hereunder in accordance with
the terms hereof;



(vi)       No consent, approval,
authorization or order of any court or governmental agency or body
is required for the execution, delivery and performance by the
Servicer of, or compliance by the Servicer with, this Agreement or
the consummation by the Servicer of the transactions contemplated
by this Agreement, except for such consents, approvals,
authorizations or orders, if any, that have been obtained prior to
the Closing Date;



(vii)      The information set forth in
the Prepayment Charge Schedule is complete, true and correct
in all material respects at the date or dates respecting which such
information is furnished and each Prepayment Charge is permissible
and enforceable in accordance with its terms under applicable law
upon the Mortgagor’s voluntary principal prepayment (except
to the extent that:  (1) the enforceability thereof may be
limited by bankruptcy, insolvency, moratorium, receivership and
other similar laws relating to creditors’ rights generally;
or (2) the collectability thereof may be limited due to
acceleration in connection with a foreclosure or other involuntary
prepayment); provided that the representation, warranty and
covenant contained in this clause (vii) is made by the Servicer
only in its capacity as Seller;



(viii)      The Servicer will not waive
any Prepayment Charge or part of a Prepayment Charge unless such
waiver is related to a default or a reasonably foreseeable default
and would maximize recovery of total proceeds taking into account
the value of such Prepayment Charge and related Mortgage Loan and
doing so is standard and customary in servicing mortgage loans
similar to the Mortgage Loans (including any waiver of a Prepayment
Charge in connection with a refinancing of a Mortgage Loan that is
related to a default or a reasonably foreseeable default). 
Notwithstanding the foregoing, the Servicer may waive any
Prepayment Charge or part of a Prepayment Charge in any instance
when the mortgage debt is accelerated as a result of the
Mortgagor’s default in making the Mortgage Loan payments;



(ix)       With respect to each
Mortgage Loan, the Servicer will furnish, or cause to be furnished,
information regarding the borrower credit file related to such
Mortgage Loan to credit reporting agencies in compliance with the
provisions of the Fair Credit Reporting Act and the applicable
implementing regulations.  The Servicer will transmit
full-file credit reporting data for each Mortgage Loan pursuant to
Fannie Mae Guide Announcement 95-19 and that for each Mortgage
Loan, the Servicer agrees it shall report one of the following
statuses each month as follows:  new origination, current,
delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off;
and



(x)        The Servicer (or a
Sub-Servicer servicing the Mortgage Loans on its behalf) is a
member of MERS in good standing, and will comply in all material
respects with the rules and procedures of MERS in connection with
the servicing of the Mortgage Loans that are registered with
MERS.



(b)        It is understood and
agreed that the representations, warranties and covenants set forth
in this Section 2.04 shall survive delivery of the Mortgage
Files to the Trustee or a Custodian, as the case may be, and shall
inure to the benefit of the Trust, the Trustee, the Depositor and
the Certificateholders.  Upon discovery by any of the
Depositor, the Servicer or the Trustee of a breach of any of the
foregoing representations, warranties and covenants which
materially and adversely affects the value of any Mortgage Loan,
Prepayment Charge or the interests therein of the
Certificateholders, the party discovering such breach shall give
prompt written notice (but in no event later than two Business Days
following such discovery) to the other of such parties.  The
obligation of the Servicer set forth in Section 2.03(c) to
cure breaches (or, in the case of (a)(vii) or (a)(viii) above, to
pay a Servicer Prepayment Charge Payment Amount) shall constitute
the sole remedy against the Servicer available to the
Certificateholders, the Depositor, the NIMS Insurer, the Trust, the
Delaware Trustee or the Trustee on behalf of the Certificateholders
respecting a breach of the representations, warranties and
covenants contained in this Section 2.04.  The preceding
sentence shall not, however, limit any remedies available to the
Certificateholders, the Depositor, the NIMS Insurer, the Trust, the
Delaware Trustee or the Trustee on behalf of the
Certificateholders, (i) pursuant to the Mortgage Loan Purchase
Agreement signed by the Servicer in its capacity as Seller,
respecting a breach of the representations, warranties and
covenants of the Servicer in its capacity as Seller contained in
the Mortgage Loan Purchase Agreement or (ii) pursuant to
Section 7.01 hereof.


Section
2.05         
Representations and Warranties of the Depositor.

The Depositor hereby represents, warrants
and covenants to the Trustee, for the benefit of the Trustee and
the Certificateholders, and to the Servicer, that as of the Closing
Date or as of such date specifically provided herein:



(i)         Each of this
Agreement and the Mortgage Loan Purchase Agreement constitutes a
legal, valid and binding obligation of the Depositor, enforceable
against the Depositor in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter
in effect affecting the enforcement of creditors’ rights in
general and except as such enforceability may be limited by general
principles of equity (whether considered in a proceeding at law or
in equity);



(ii)        Immediately prior to
the sale and assignment by the Depositor to the Trust of each
Mortgage Loan, the Depositor had good and marketable title to each
Mortgage Loan subject to no prior lien, claim, participation
interest, mortgage, security interest, pledge, charge or other
encumbrance or other interest of any nature;



(iii)       As of the Closing Date,
the Depositor has transferred all of its right, title and interest
in the Mortgage Loans to the Trust;



(iv)       The Depositor is solvent
and will not be made insolvent by the transfer of the Mortgage
Loans.  The Depositor has not transferred the Mortgage Loans
to the Trust with any intent to hinder, delay or defraud any of its
creditors;



(v)        The Depositor has
been duly incorporated and is validly existing as a corporation in
good standing under the laws of Delaware, with full corporate power
and authority to own its assets and conduct its business as
presently being conducted;



(vi)       The Depositor is not in
violation of its articles of incorporation or by‐laws or in
default in the performance or observance of any material
obligation, agreement, covenant or condition contained in any
contract, indenture, mortgage, loan agreement, note, lease or other
instrument to which the Depositor is a party or by which it or its
properties may be bound, which default might result in any material
adverse changes in the financial condition, earnings, affairs or
business of the Depositor or which might materially and adversely
affect the properties or assets, taken as a whole, of the
Depositor;



(vii)      The execution, delivery and
performance of this Agreement and the Mortgage Loan Purchase
Agreement by the Depositor, and the consummation of the
transactions contemplated hereby and thereby, do not and will not
result in a material breach or violation of any of the terms or
provisions of, or, to the knowledge of the Depositor, constitute a
default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Depositor
is a party or by which the Depositor is bound or to which any of
the property or assets of the Depositor is subject, nor will such
actions result in any violation of the provisions of the articles
of incorporation or by‐laws of the Depositor or, to the best
of the Depositor’s knowledge without independent
investigation, any statute or any order, rule or regulation of any
court or governmental agency or body having jurisdiction over the
Depositor or any of its properties or assets (except for such
conflicts, breaches, violations and defaults as would not have a
material adverse effect on the ability of the Depositor to perform
its obligations under this Agreement or the Mortgage Loan Purchase
Agreement);



(viii)      To the best of the
Depositor’s knowledge without any independent investigation,
no consent, approval, authorization, order, registration or
qualification of or with any court or governmental agency or body
of the United States or any other jurisdiction is required for the
issuance of the Certificates, or the consummation by the Depositor
of the other transactions contemplated by this Agreement or the
Mortgage Loan Purchase Agreement, except such consents, approvals,
authorizations, registrations or qualifications as (a) may be
required under State securities or blue sky laws, (b) have
been previously obtained or (c) the failure of which to obtain
would not have a material adverse effect on the performance by the
Depositor of its obligations under, or the validity or
enforceability of, this Agreement or the Mortgage Loan Purchase
Agreement;



(ix)       There are no actions,
proceedings or investigations pending before or, to the
Depositor’s knowledge, threatened by any court,
administrative agency or other tribunal to which the Depositor is a
party or of which any of its properties is the subject: 
(a) which if determined adversely to the Depositor would have
a material adverse effect on the business, results of operations or
financial condition of the Depositor; (b) asserting the
invalidity of this Agreement, the Mortgage Loan Purchase Agreement
or the Certificates; (c) seeking to prevent the issuance of
the Certificates or the consummation by the Depositor of any of the
transactions contemplated by this Agreement or the Mortgage Loan
Purchase Agreement, as the case may be; or (d) which might
materially and adversely affect the performance by the Depositor of
its obligations under, or the validity or enforceability of, this
Agreement or the Mortgage Loan Purchase Agreement; and



(x)        The Depositor has the
full power and authority to execute, deliver and perform, and to
enter into and consummate the transactions contemplated by this
Agreement and has duly authorized by all necessary action on the
part of the Depositor the execution, delivery and performance of
this Agreement and this Agreement, assuming the due authorization,
execution and delivery thereof by the parties thereto other than
the Depositor, constitutes a legal, valid and binding obligation of
the Depositor, enforceable against the Depositor in accordance with
its terms, except to the extent that (a) the enforceability
thereof may be limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors’
rights generally and (b) the remedy of specific performance
and injunctive and other forms of equitable relief may be subject
to the equitable defenses and to the discretion of the court before
which any proceeding therefor may be brought.


Section
2.06          Issuance
of Certificates.

Concurrently with the transfers described in
Section 2.08, the Trustee, pursuant to the written request of the
Depositor executed by an officer of the Depositor, has executed,
authenticated and delivered to or upon the written order of the
Depositor, the Certificates in authorized denominations. 


Section
2.07         
Reserved.

Section
2.08         
Conveyance of REMIC Regular Interests and Acceptance of REMICs by
the Trustee; Issuance of Certificates.


(a)        The Depositor,
concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey to the Trust
without recourse all the right, title and interest of the Depositor
in and to the REMIC 1 Regular Interests for the benefit of
REMIC 3, as the holder of the REMIC 2 Regular Interest,
and the holder of the Class R‐2 Interest.  The Trustee
acknowledges on behalf of the Trust receipt of the REMIC 1
Regular Interests (which are uncertificated) and declares that it
holds and will hold the same in trust for the exclusive use and
benefit of REMIC 3, as the holder of the REMIC 2 Regular
Interests, and the holder of the Class R‐2 Interest. 
The interests evidenced by the Class R‐2 Interest and the
REMIC 2 Regular Interests constitute the entire beneficial
ownership interest in REMIC 2.  Pursuant to Section 3818
of the Statutory Trust Statute, the REMIC 1 Regular Interests
shall not be cancelled and shall be held as treasury interests
owned by the Trust.  The REMIC 2 Regular Interests and
the Class R‐2 Interest shall together be a separate series of
beneficial interests in the assets of the Trust consisting of the
REMIC 1 Regular Interests pursuant to Section 3806(b)(2) of
the Statutory Trust Statute.



(b)        In exchange for the
REMIC 1 Regular Interests and, concurrently with the
assignment to the Trust thereof, the Trustee on behalf of the Trust
has delivered to or upon the order of the Depositor, the
REMIC 2 Regular Interests (which are uncertificated)
evidencing (together with the Class R‐2 Interest) the entire
beneficial ownership interest in REMIC 2.



(c)        The Depositor,
concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey to the Trust
without recourse all the right, title and interest of the Depositor
in and to the REMIC 2 Regular Interests for the benefit of the
holders of the Certificates (other than the Class C
Certificates, the Class P Certificates, the Class R
Certificates, the Class R‐CX Certificates and the Class
R‐PX Certificates), REMIC CX, as holder of the
Class C Interest, REMIC PX, as holder of the Class P
Interest, REMIC SwapX, as holder of the Class Swap IO
Interest, and the Class R‐3 Interest.  The Trustee
acknowledges on behalf of the Trust receipt of the REMIC 2
Regular Interests (which are uncertificated) and declares that it
holds and will hold the same in trust for the exclusive use and
benefit of the holders of the Certificates (other than the
Class C Certificates, the Class P Certificates, the
Class R Certificates, the Class R‐CX Certificates and
the Class R‐PX Certificates), REMIC CX, as holder of the
Class C Interest, REMIC PX, as holder of the Class P Interest,
REMIC SwapX, as holder of the Class Swap IO Interest, and the Class
R‐3 Interest.  The interests evidenced by the Class
R‐3 Interest, the Regular Certificates (other than the Class
C Certificates and the Class P Certificates), and the REMIC 3
Regular Interests, constitute the entire beneficial ownership
interest in REMIC 3.  Pursuant to Section 3818 of the
Statutory Trust Statute, the REMIC 2 Regular Interests shall
not be cancelled and shall be held as treasury interests owned by
the Trust.  The REMIC 3 Regular Interests, the
Certificates (other than the Class C Certificates, the
Class P Certificates, the Class R Certificates, the Class
R-CX Certificates and the Class R-PX Certificates), and the Class
R-3 Interest shall together be a separate series of beneficial
interests in the assets of the Trust consisting of the REMIC 2
Regular Interests pursuant to Section 3806(b)(2) of the Statutory
Trust Statute.



(d)        In exchange for the
REMIC 2 Regular Interests and, concurrently with the
assignment to the Trust thereof, pursuant to the written request of
the Depositor executed by an officer of the Depositor, the Trustee
on behalf of the Trust has executed, authenticated and delivered to
or upon the order of the Depositor, the Regular Certificates (other
than the Class C Certificates and the Class P
Certificates) in authorized denominations evidencing (together with
the Class R‐3 Interest and the REMIC 3 Regular
Interests) the entire beneficial ownership interest in
REMIC 3.  The Trustee acknowledges on behalf of the Trust
that it holds the Class FMR IO Interest for the benefit of the
holders of the Class C Certificates.



(e)        The Depositor,
concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey to the Trust
without recourse all the right, title and interest of the Depositor
in and to the Class C Interest for the benefit of the holders of
the Class C Certificates and the Class R‐CX
Certificates.  The Trustee acknowledges on behalf of the Trust
receipt of the Class C Interest and declares that it holds and will
hold the same in trust for the exclusive use and benefit of the
holders of the Class C Certificates and the Class R‐CX
Certificates.  The interests evidenced by the Class C
Certificates, in respect of the regular interest in REMIC CX, and
the Class R‐CX Certificates constitute the entire beneficial
ownership interest in REMIC CX.  Pursuant to Section 3818 of
the Statutory Trust Statute, the Class C Interest shall not be
cancelled and shall be held as treasury interests owned by the
Trust.  The Class C Certificates, in respect of the
regular interest in REMIC CX, and the Class R‐CX Certificates
shall together be a separate series of beneficial interests in the
assets of the Trust consisting of the Class C Interest
pursuant to Section 3806(b)(2) of the Statutory Trust Statute.



(f)         In exchange for
the Class C Interest and, concurrently with the assignment to the
Trust thereof, pursuant to the written request of the Depositor
executed by an officer of the Depositor, the Trustee on behalf of
the Trust has executed, authenticated and delivered to or upon the
order of the Depositor, the Class C Certificates in authorized
denominations evidencing (together with the Class R‐CX
Interest) the entire beneficial ownership interest in REMIC CX.



(g)        The Depositor,
concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey to the Trust
without recourse all the right, title and interest of the Depositor
in and to the Class P Interest for the benefit of the holders of
the Class P Certificates and the Class R‐PX
Certificates.  The Trustee acknowledges on behalf of the Trust
receipt of the Class P Interest and declares that it holds and will
hold the same in trust for the exclusive use and benefit of the
holders of the Class P Certificates and the Class R‐PX
Certificates.  The interests evidenced by the Class P
Certificates and the Class R‐PX Certificates constitute the
entire beneficial ownership interest in REMIC PX.  Pursuant to
Section 3818 of the Statutory Trust Statute, the Class P
Interest shall not be cancelled and shall be held as treasury
interests owned by the Trust.  The Class P Certificates
and the Class R‐PX Certificates shall together be a separate
series of beneficial interests in the assets of the Trust
consisting of the Class P Interest pursuant to Section
3806(b)(2) of the Statutory Trust Statute.



(h)        In exchange for the
Class P Interest and, concurrently with the assignment to the Trust
thereof, pursuant to the written request of the Depositor executed
by an officer of the Depositor, the Trustee on behalf of the Trust
has executed, authenticated and delivered to or upon the order of
the Depositor, the Class P Certificates in authorized denominations
evidencing (together with the Class R‐PX Interest) the entire
beneficial ownership interest in REMIC PX.



(i)         The Depositor,
concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey to the Trust
without recourse all the right, title and interest of the Depositor
in and to the Class Swap IO Interest for the benefit of the holders
of the Class C Certificates and the Class R‐SwapX
Interest.  The Trustee acknowledges on behalf of the Trust
receipt of the Class Swap IO Interest and declares that it holds
and will hold the same in trust for the exclusive use and benefit
of the holders of the Class C Certificates and the Class R‐CX
Certificates.  The interests evidenced by the Class C
Certificates, in respect of the regular interest in REMIC SwapX,
and the Class R‐CX Certificates constitute the entire
beneficial ownership interest in REMIC SwapX.  Pursuant to
Section 3818 of the Statutory Trust Statute, the Class Swap IO
Interest shall not be cancelled and shall be held as treasury
interests owned by the Trust.  The Class C Certificates, in
respect of the regular interest in REMIC SwapX, and the Class
R-SwapX Interest shall together be a separate series of beneficial
interests in the assets of the Trust consisting of the Class Swap
IO Interest pursuant to Section 3806(b)(2) of the Statutory Trust
Statute.



(j)         In exchange for
the Class Swap IO Interest and, concurrently with the assignment to
the Trust thereof, pursuant to the written request of the Depositor
executed by an officer of the Depositor, the Trustee on behalf of
the Trust has executed, authenticated and delivered to or upon the
order of the Depositor, the Class C Certificates in authorized
denominations evidencing (together with the Class R‐SwapX
Interest) the entire beneficial ownership interest in REMIC
SwapX.



(k)        Concurrently with the
assignments and deliveries to the Trust and the acceptances by the
Trustee on behalf of the Trust, pursuant to Section 2.01, Section
2.02 and this Section 2.08, the Trustee on behalf of the Trust,
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 (i) the Class R Certificates
in authorized denominations evidencing the Class R‐1
Interest, the Class R‐2 Interest and the Class R-3 Interest,
(ii) the Class R‐CX Certificates evidencing the Class
R‐CX Interest and the R-SwapX Interest and (iii) the Class
R‐PX Certificates evidencing the Class R‐PX
Interest.


Section
2.09          Creation
of the Trust.

The Trust was created pursuant to the
Original Trust Agreement and is hereby continued. As set forth in
the Original Trust Agreement, the Trust shall be known as
“Long Beach Mortgage Loan Trust 2006‐11.” 
The purpose of the Trust is, and the Trust shall have the power and
authority, to engage in the following activities, all as provided
by and subject to the terms of this Agreement:



(i)         to acquire,
hold, lease, manage, administer, control, invest, reinvest, operate
and/or transfer all or part of the Trust Fund;



(ii)        to issue regular and
residual interests in the Trust REMICs and the Certificates;



(iii)       to make distributions on
regular and residual interests in the Trust REMICs and the
Certificates; and



(iv)       to engage in such other
activities, including entering into agreements, as are described in
or required by the terms of this Agreement or as are necessary,
suitable or convenient to accomplish the foregoing or incidental
thereto.


Deutsche Bank National Trust Company is hereby
appointed as the trustee of the Trust, to have all the rights,
duties and obligations of the Trustee with respect to the Trust
expressly set forth hereunder, and Deutsche Bank National Trust
Company hereby accepts such appointment and the trust created
hereby.  Deutsche Bank Trust Company Delaware is hereby
appointed as the Delaware Trustee of the Trust, to have all the
rights, duties and obligations of the Delaware Trustee with respect
to the Trust hereunder and Deutsche Bank Trust Company Delaware
hereby accepts such appointment and the trust created hereby. 
It is the intention of the Depositor, the Servicer, the Trustee and
the Delaware Trustee that the Trust 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.  The parties
hereto acknowledge and agree that, prior to the execution and
delivery hereof, the Delaware Trustee has filed the Certificate of
Trust. 


The assets of the Trust shall remain in the
custody of the Trustee or the Custodian, on behalf of the Trust,
and shall be owned by the Trust.  Moneys to the credit of the
Trust shall be held by the Trustee and invested as provided
herein.  All assets received and held by the Trust will not be
subject to any right, charge, security interest, lien or claim of
any kind in favor of either of the institution acting as Trustee or
the institution acting as Delaware Trustee in its own right, or any
Person claiming through either.  Neither the Trustee nor the
Delaware Trustee shall have the power or authority to transfer,
assign, hypothecate, pledge or otherwise dispose of any of the
assets of the Trust to any Person, except as permitted
herein.  No creditor of a beneficiary of the Trust, of the
Trustee, of the Delaware Trustee, of the Servicer or of the
Depositor shall have any right to obtain possession of, or
otherwise exercise legal or equitable remedies with respect to, the
property of the Trust, except in accordance with the terms of this
Agreement.


Section
2.10         
Restrictions on Activities of the Trust.

Notwithstanding any other provision of this
Agreement and any provision of law that otherwise so empowers the
Trust, so long as any Certificates are outstanding, the Trust shall
not, and none of the Trustee, the Delaware Trustee, the Depositor
or the Servicer shall knowingly cause the Trust to, do any of the
following:



(i)         engage in any
business or activity other than those set forth in Section
2.09;



(ii)        incur or assume any
indebtedness except for such indebtedness that may be incurred by
the Trust in connection with the execution or performance of this
Agreement or any other agreement contemplated hereby;



(iii)       guarantee or otherwise
assume liability for the debts of any other party;



(iv)       do any act in
contravention of this Agreement or any other agreement contemplated
hereby to which the Trust is a party;



(v)        do any act which
would make it impossible to carry on the ordinary business of the
Trust;



(vi)       confess a judgment against
the Trust;



(vii)      possess or assign the assets of
the Trust for other than a Trust purpose;



(viii)      cause the Trust to lend any
funds to any entity, except as contemplated by this Agreement;
or



(ix)       change the purposes and
powers of the Trust from those set forth in this Agreement.


Section
2.11         
Separateness Requirements.

Notwithstanding any other provision of this
Agreement and any provision of law that otherwise so empowers the
Trust, so long as any Certificates are outstanding, the Trust shall
perform the following:



(i)         except as
expressly permitted by this Agreement or the Custodial Agreement,
maintain its books, records, bank accounts and files separate from
those of any other Person;



(ii)        except as expressly
permitted by this Agreement, maintain its assets in its own
separate name and in such a manner that it is not costly or
difficult to segregate, identify, or ascertain such assets;



(iii)       consider the interests of
the Trust’s creditors in connection with its actions;



(iv)       hold itself out to
creditors and the public as a legal entity separate and distinct
from any other Person and correct any known misunderstanding
regarding its separate identity and refrain from engaging in any
activity that compromises the separate legal identity of the
Trust;



(v)        prepare and maintain
separate records, accounts and financial statements in accordance
with generally accepted accounting principles, consistently
applied, and susceptible to audit.  To the extent it is
included in consolidated financial statements or consolidated tax
returns, such financial statements and tax returns will reflect the
separateness of the respective entities and indicate that the
assets of the Trust will not be available to satisfy the debts of
any other Person;



(vi)       allocate and charge fairly
and reasonably any overhead shared with any other Person;



(vii)      transact all business with
affiliates on an arm’s-length basis and pursuant to written,
enforceable agreements;



(viii)      conduct business solely in the
name of the Trust.  In that regard all written and oral
communications of the Trust, including, without limitation,
letters, invoices, purchase orders and contracts, shall be made
solely in the name of the Trust;



(ix)       maintain a separate office
through which its business shall be conducted, provided that
such office may be an office of the Trustee, which office shall not
be shared with the Depositor or any affiliates of the
Depositor;



(x)        in the event that
services have been or are in the future performed or paid by any
Person on behalf of the Trust (other than the Trustee, the Delaware
Trustee, the Servicer or the tax matters person as permitted
herein), reimburse such Person, as applicable, for the commercially
reasonable value of such services or expenses provided or incurred
by such Person.  Accordingly, (i) the Trust shall reimburse
such Person, as applicable, for the commercially reasonable value
of such services or expenses provided or incurred by such Person;
(ii) to the extent invoices for such services are not allocated and
separately billed to the Trust, the amount thereof that was or is
to be allocated and separately billed to the Trust was or will be
reasonably related to the services provided to the Trust; and (iii)
any other allocation of direct, indirect or overhead expenses for
items shared between the Trust and any other Person, was or will
be, to the extent practicable, allocated on the basis of actual use
or value of services rendered or otherwise on a basis reasonably
related to actual use or the value of services rendered;



(xi)       except as expressly
permitted by this Agreement, not commingle its assets or funds with
those of any other Person;



(xii)      except as expressly permitted
by this Agreement, not assume, guarantee, or pay the debts or
obligations of any other Person;



(xiii)      except as expressly permitted
by this Agreement, not pledge its assets for the benefit of any
other Person;



(xiv)     not hold out its credit or assets as
being available to satisfy the obligations of others;



(xv)      pay its liabilities only out of
its funds;



(xvi)     pay the salaries of its own
employees, if any; and



(xvii)     cause the agents and other
representatives of the Trust, if any, to act at all times with
respect to the Trust consistently and in furtherance of the
foregoing.


None of the Trustee, the Delaware Trustee,
the Depositor or the Servicer shall take any action that is
inconsistent with the purposes of the Trust or Section 2.10 or
Section 2.11.  Neither the Depositor nor the Servicer shall
direct the Trustee or the Delaware Trustee to take any action that
is inconsistent with the purposes of the Trust or Section 2.10 or
Section 2.11.


ARTICLE III



ADMINISTRATION AND SERVICING

OF THE MORTGAGE LOANS 


Section
3.01          Servicer
to Act as Servicer.
The Servicer shall service and
administer the Mortgage Loans on behalf of the Trust and in the
best interests of and for the benefit of the Certificateholders (as
determined by the Servicer in its reasonable judgment) in
accordance with the terms of this Agreement and the respective
Mortgage Loans and, to the extent consistent with such terms, in
the same manner in which it services and administers similar
mortgage loans for its own portfolio, giving due consideration to
customary and usual standards of practice of mortgage lenders and
loan servicers administering similar mortgage loans in the local
areas where the related Mortgaged Property is located but without
regard to: 




(i)         any
relationship that the Servicer, any Sub‐Servicer or any
Affiliate of the Servicer or any Sub‐Servicer may have with
the related Mortgagor;



(ii)        the ownership or
non‐ownership of any Certificate by the Servicer or any
Affiliate of the Servicer;



(iii)       the Servicer’s
obligation to make Advances or Servicing Advances; or



(iv)       the Servicer’s or
any Sub‐Servicer’s right to receive compensation for
its services hereunder or with respect to any particular
transaction.


To the extent consistent with the foregoing,
the Servicer shall seek to maximize the timely and complete
recovery of principal and interest on the Mortgage Notes. 
Subject only to the above‐described servicing standards and
the terms of this Agreement and of the respective Mortgage Loans,
the Servicer shall have full power and authority, acting alone or
through Sub‐Servicers as provided in Section 3.02, to do
or cause to be done any and all things in connection with such
servicing and administration in accordance with policies and
procedures generally accepted in the mortgage banking
industry.  Without limiting the generality of the foregoing,
the Servicer in its own name or in the name of a Sub‐Servicer
is hereby authorized and empowered by the Trust when the Servicer
believes it appropriate in its best judgment in accordance with the
servicing standards set forth above, to execute and deliver, on
behalf of the Certificateholders, the Trust and the Trustee, and
upon notice to the Trustee, any and all instruments of satisfaction
or cancellation, or of partial or full release or discharge, and
all other comparable instruments, with respect to the Mortgage
Loans and the Mortgaged Properties and to institute foreclosure
proceedings or obtain a deed‐in‐lieu of foreclosure so
as to convert the ownership of such properties, and to hold or
cause to be held title to such properties, on behalf of the Trust
and the Certificateholders.  The Servicer shall service and
administer the Mortgage Loans in accordance with applicable state
and federal law and shall provide to the Mortgagors any reports
required to be provided to them thereby.  The Servicer shall
also comply in the performance of this Agreement with all
reasonable rules and requirements of each insurer under any
standard hazard insurance policy.  Subject to
Section 3.17, the Trustee on behalf of the Trust shall
execute, at the written direction of the Servicer, and furnish to
the Servicer and any Sub‐Servicer such documents as are
necessary or appropriate to enable the Servicer or any
Sub‐Servicer to carry out their servicing and administrative
duties hereunder, and the Trustee on behalf of the Trust hereby
grants to the Servicer and each Sub-Servicer a power of attorney to
carry out such duties including a power of attorney to take title
to Mortgaged Properties after foreclosure on behalf of the Trust
and the Certificateholders.  The Trustee on behalf of the
Trust, at the direction of the Servicer, shall execute a separate
power of attorney in favor of (and furnish such power of attorney
to) the Servicer and/or each Sub-Servicer for the purposes
described herein to the extent necessary or desirable to enable the
Servicer to perform its duties hereunder.  The Trustee shall
not be liable for the actions of the Servicer or any
Sub‐Servicers under such powers of attorney.


The Servicer further is authorized and
empowered by the Trustee, on behalf of the Trust, in its own name
or in the name of a Sub-Servicer, when the Servicer believes it is
appropriate in its best judgment to register any Mortgage Loan on
the MERS® System, or cause the removal from the registration of
any Mortgage Loan on the MERS® System, to execute and deliver,
on behalf of the Trust, any and all instruments of assignment and
other comparable instruments with respect to such assignment or
re-recording of a Mortgage in the name of MERS, solely as nominee
for the Trust and its successors and assigns. Any reasonable
expenses incurred in connection with the actions described in the
preceding sentence or as a result of MERS discontinuing or becoming
unable to continue operations in connection with the MERS®
System, shall be reimbursable to the Servicer by withdrawal from
the Collection Account pursuant to Section 3.11.


Subject to Section 3.09 hereof, in
accordance with the standards of the preceding paragraph, the
Servicer shall advance or cause to be advanced funds as necessary
for the purpose of effecting the timely payment of taxes and
assessments on the Mortgaged Properties, which advances shall be
Servicing Advances reimbursable in the first instance from
collections on the related Mortgage Loans from the Mortgagors
pursuant to Section 3.09, and further as provided in
Section 3.11.  Any cost incurred by the Servicer or by
Sub‐Servicers in effecting the timely payment of taxes and
assessments on a Mortgaged Property shall not, for the purpose of
calculating distributions to Certificateholders, be added to the
unpaid principal balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit.


Notwithstanding anything in this Agreement
to the contrary, the Servicer may not make any future advances with
respect to a Mortgage Loan (except as provided in
Section 4.04) and the Servicer shall not (i) permit any
modification with respect to any Mortgage Loan that would change
the Mortgage Rate, reduce or increase the principal balance (except
for reductions resulting from actual payments of principal) or
change the final maturity date on such Mortgage Loan (unless, as
provided in Section 3.07, the Mortgagor is in default with
respect to the Mortgage Loan or such default is, in the judgment of
the Servicer, reasonably foreseeable) or (ii) permit any
modification, waiver or amendment of any term of any Mortgage Loan
that would both (A) effect an exchange or reissuance of such
Mortgage Loan under Section 1001 of the Code (or final,
temporary or proposed Treasury regulations promulgated thereunder)
and (B) cause any Trust REMIC to fail to qualify as a REMIC
under the Code or the imposition of any tax on “prohibited
transactions” or contributions after the startup day under
the REMIC Provisions.


The Servicer may delegate its
responsibilities under this Agreement; provided, however, that no
such delegation shall release the Servicer from the
responsibilities or liabilities arising under this Agreement.


With respect to each Mortgage Loan, the
Servicer will furnish, or cause to be furnished, information
regarding the borrower credit file related to such Mortgage Loan to
credit reporting agencies in compliance with the provisions of the
Fair Credit Reporting Act and the applicable implementing
regulations.


Section
3.02         
Sub‐Servicing Agreements Between the Servicer and
Sub‐Servicers.


(a)        The Servicer may
enter into Sub‐Servicing Agreements provided (i) that
such agreements would not result in a withdrawal or a downgrading
by any Rating Agency of the ratings on any Class of Certificates,
any of the Other NIM Notes or any of the Insured NIM Notes (without
giving effect to any insurance policy issued by the NIMS Insurer),
as evidenced by a letter to that effect delivered by each Rating
Agency to the Depositor and the NIMS Insurer and (ii) that,
except in the case of any Sub‐Servicing Agreements the
Servicer may enter into with Washington Mutual, Inc. or any
Affiliate thereof, the NIMS Insurer shall have consented to such
Sub‐Servicing Agreements (which consent shall not be
unreasonably withheld) with Sub‐Servicers, for the servicing
and administration of the Mortgage Loans.  The Trustee on
behalf of the Trust is hereby authorized to acknowledge, at the
request of the Servicer, any Sub‐Servicing Agreement that
meets the requirements applicable to Sub‐Servicing Agreements
set forth in this Agreement and that is otherwise permitted under
this Agreement.


Each Sub‐Servicer shall be
(i) authorized to transact business in the state or states in
which the related Mortgaged Properties it is to service are
situated, if and to the extent required by applicable law to enable
such Sub‐Servicer to perform its obligations hereunder and
under the related Sub‐Servicing Agreement, (ii) an
institution approved as a mortgagee by the Department of Housing
and Urban Development pursuant to Section 203 of the National
Housing Act of 1934, as amended, or an institution the deposit
accounts in which are insured by the FDIC and (iii) a Fannie
Mae approved mortgage servicer.  Each Sub‐Servicing
Agreement must impose on the related Sub‐Servicer
requirements conforming to the provisions set forth in
Section 3.08.  The Servicer will examine each
Sub‐Servicing Agreement and will be familiar with the terms
thereof.  The terms of any Sub‐Servicing Agreement will
not be inconsistent with any of the provisions of this
Agreement.  The Servicer and the Sub‐Servicers may enter
into and make amendments to the Sub‐Servicing Agreements or
enter into different forms of Sub‐Servicing Agreements;
provided, however, that any such amendments or different forms
shall be consistent with and not violate the provisions of this
Agreement, and that no such amendment or different form shall be
made or entered into which could be reasonably expected to be
materially adverse to the interests of the Certificateholders,
without the consent of the Holders of Certificates entitled to at
least 66% of the Voting Rights.  Any variation without the
consent of the Holders of Certificates entitled to at least 66% of
the Voting Rights from the provisions set forth in
Section 3.08 relating to credits and charges to the
Sub‐Servicing Accounts or the timing and amount of
remittances by the Sub‐Servicers to the Servicer are
conclusively deemed to be inconsistent with this Agreement and
therefore prohibited.  The Servicer shall deliver to the NIMS
Insurer and the Trustee copies of all Sub‐Servicing
Agreements, and any amendments or modifications thereof, promptly
upon the Servicer’s execution and delivery of such
instruments.



(b)        As part of its
servicing activities hereunder, the Servicer (except as otherwise
provided in the last sentence of this paragraph), for the benefit
of the Trust and the Certificateholders, shall enforce the
obligations of each Sub‐Servicer under the related
Sub‐Servicing Agreement and, subject to the last sentence of
this paragraph, of the Seller under the Mortgage Loan Purchase
Agreement including, without limitation, any obligation to make
advances in respect of delinquent payments as required by a
Sub‐Servicing Agreement, or to purchase or otherwise remedy
as contemplated herein a Mortgage Loan on account of missing or
defective documentation or on account of a breach of a
representation, warranty or covenant, as described in
Section 2.03(a).  Such enforcement, including, without
limitation, the legal prosecution of claims, termination of
Sub‐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 Servicer, in its good faith
business judgment, would require were it the owner of the related
Mortgage Loans.  The Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor
only (i) from a general recovery resulting from such
enforcement, to the extent, if any, that such recovery exceeds all
amounts due in respect of the related Mortgage Loans or
(ii) from a specific recovery of costs, expenses or
attorneys’ fees against the party against whom such
enforcement is directed.  Enforcement of the Mortgage Loan
Purchase Agreement against the Seller shall be effected by the
Servicer to the extent it is not the Seller, and otherwise by the
Trustee, in accordance with the foregoing provisions of this
paragraph.


Section
3.03         
Successor Sub‐Servicers.

The Servicer, with the written consent of
the NIMS Insurer, shall be entitled to terminate any
Sub‐Servicing Agreement and the rights and obligations of any
Sub‐Servicer pursuant to any Sub‐Servicing Agreement in
accordance with the terms and conditions of such
Sub‐Servicing Agreement.  In the event of termination of
any Sub‐Servicer, all servicing obligations of such
Sub‐Servicer shall be assumed simultaneously by the Servicer
without any act or deed on the part of such Sub‐Servicer or
the Servicer, and the Servicer either shall service directly the
related Mortgage Loans or shall enter into a Sub‐Servicing
Agreement with a successor Sub‐Servicer which qualifies under
Section 3.02.


Any Sub‐Servicing Agreement shall
include the provision that such agreement may be immediately
terminated by the Trustee without fee, in accordance with the terms
of this Agreement, and the Trustee shall so terminate such
Sub‐Servicing Agreement at the direction of the NIMS Insurer
in the event that the Servicer (or the Trustee, if then acting as
Servicer) shall, for any reason, no longer be the Servicer
(including termination due to a Servicer Event of Default).


Section
3.04         
Liability of the Servicer.

Notwithstanding any Sub‐Servicing
Agreement, any of the provisions of this Agreement relating to
agreements or arrangements between the Servicer and a
Sub‐Servicer or reference to actions taken through a
Sub‐Servicer or otherwise, the Servicer shall remain
obligated and primarily liable to the Trust and the
Certificateholders for the servicing and administering of the
Mortgage Loans in accordance with the provisions of
Section 3.01 without diminution of such obligation or
liability by virtue of such Sub‐Servicing Agreements or
arrangements or by virtue of indemnification from a
Sub‐Servicer and to the same extent and under the same terms
and conditions as if the Servicer alone were servicing and
administering the Mortgage Loans.  The Servicer shall be
entitled to enter into any agreement with a Sub‐Servicer for
indemnification of the Servicer by such Sub‐Servicer and
nothing contained in this Agreement shall be deemed to limit or
modify such indemnification and no such indemnification shall be an
expense of the Trust.


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

Any Sub‐Servicing Agreement that may
be entered into and any transactions or services relating to the
Mortgage Loans involving a Sub‐Servicer in its capacity as
such shall be deemed to be between the related Sub‐Servicer
and the Servicer alone, and the Trustee, the NIMS Insurer and the
Certificateholders shall not be deemed parties thereto and shall
have no claims, rights, obligations, duties or liabilities with
respect to such Sub‐Servicer except as set forth in
Section 3.06.  The Servicer shall be solely liable for
all fees owed by it to any Sub‐Servicer, irrespective of
whether the Servicer’s compensation pursuant to this
Agreement is sufficient to pay such fees and such fees shall not be
an expense of the Trust.


Section
3.06         
Assumption or Termination of Sub‐Servicing Agreements by
Trustee.

In the event the Servicer shall for any
reason no longer be the servicer (including by reason of the
occurrence of a Servicer Event of Default), the Trustee or its
designee shall thereupon assume all of the rights and obligations
of the Servicer under each Sub‐Servicing Agreement that the
Servicer may have entered into, unless the Trustee elects to
terminate any Sub‐Servicing Agreement in accordance with its
terms as provided in Section 3.03.  Upon such assumption,
the Trustee, its designee or the successor servicer for the Trustee
appointed pursuant to Section 7.02 shall be deemed, subject to
Section 3.03, to have assumed all of the Servicer’s
interest therein and to have replaced the Servicer as a party to
each Sub‐Servicing Agreement to the same extent as if each
Sub‐Servicing Agreement had been assigned to the assuming
party, except that (i) the Servicer shall not thereby be
relieved of any liability or obligations under any
Sub‐Servicing Agreement that arose before it ceased to be the
Servicer and (ii) none of the Trustee, its designee or any
successor Servicer shall be deemed to have assumed any liability or
obligation of the Servicer that arose before it ceased to be the
Servicer.


The Servicer at its own expense and without
reimbursement shall, upon request of the Trustee, deliver to the
assuming party all documents and records relating to each
Sub‐Servicing Agreement and the Mortgage Loans then being
serviced and an accounting of amounts collected and held by or on
behalf of it, and otherwise use its best efforts to effect the
orderly and efficient transfer of the Sub‐Servicing
Agreements to the assuming party.


Section
3.07         
Collection of Certain Mortgage Loan Payments.

The Servicer shall make reasonable efforts
to collect all payments called for under the terms and provisions
of the Mortgage Loans, and shall, to the extent such procedures
shall be consistent with this Agreement and the terms and
provisions of any applicable insurance policies, follow such
collection procedures as it would follow with respect to mortgage
loans comparable to the Mortgage Loans and held for its own
account.  Consistent with the foregoing, the Servicer may in
its discretion (i) waive any late payment charge or, if
applicable, any penalty interest, or (ii) extend the due dates
for the Monthly Payments due on a Mortgage Note for a period of not
greater than 180 days; provided that any extension pursuant to this
clause (ii) shall not affect the amortization schedule of any
Mortgage Loan for purposes of any computation hereunder, except as
provided below.  In the event of any such arrangement pursuant
to clause (ii) above, the Servicer shall make timely advances on
such Mortgage Loan during such extension pursuant to
Section 4.04 and in accordance with the amortization schedule
of such Mortgage Loan without modification thereof by reason of
such arrangements, subject to Section 4.04(d) pursuant to
which the Servicer shall not be required to make any such advances
that are Nonrecoverable Advances.  Notwithstanding the
foregoing, in the event that any Mortgage Loan is in default or, in
the judgment of the Servicer, such default is reasonably
foreseeable, the Servicer, consistent with the standards set forth
in Section 3.01, may also waive, modify or vary any term of
such Mortgage Loan (including modifications that would change the
Mortgage Rate, forgive the payment of principal or interest or
extend the final maturity date of such Mortgage Loan, accept
payment from the related Mortgagor of an amount less than the
Stated Principal Balance in final satisfaction of such Mortgage
Loan (such payment, a “Short Pay‐off”) or consent
to the postponement of strict compliance with any such term or
otherwise grant indulgence to any Mortgagor; provided, that in the
judgment of the Servicer, any such modification, waiver or
amendment could reasonably be expected to result in collections and
other recoveries in respect of such Mortgage Loans in excess of Net
Liquidation Proceeds that would be recovered upon the foreclosure
of, or other realization upon, such Mortgage Loan and provided
further, that the NIMS Insurer’s prior written consent shall
be required for any modification, waiver or amendment if the
aggregate number of outstanding Mortgage Loans which have been
modified, waived or amended exceeds 5% of the number of Closing
Date Mortgage Loans as of the Cut‐off Date. 


Section
3.08         
Sub‐Servicing Accounts.

In those cases where a Sub‐Servicer is
servicing a Mortgage Loan pursuant to a Sub‐Servicing
Agreement, such Sub‐Servicer shall be required to establish
and maintain one or more segregated accounts (collectively, the
“Sub‐Servicing Account”).  The
Sub‐Servicing Account shall be an Eligible Account and shall
be entitled “Deutsche Bank National Trust Company, as
Trustee, in trust for registered Holders of Long Beach Mortgage
Loan Trust 2006‐11, Asset‐Backed Certificates,
Series 2006‐11.  Such Sub‐Servicer shall be
required to deposit in the clearing account (which account must be
an Eligible Account) in which it customarily deposits payments and
collections on mortgage loans in connection with its mortgage loan
servicing activities on a daily basis, and in no event more than
one Business Day after such Sub‐Servicer’s receipt
thereof, all proceeds of Mortgage Loans received by such
Sub‐Servicer less its servicing compensation to the extent
permitted by the related Sub‐Servicing Agreement, and shall
thereafter deposit such amounts in the Sub‐Servicing Account,
in no event more than two Business Days after the deposit of such
funds into the clearing account.  Such Sub‐Servicer
shall thereafter be required to deposit all such proceeds in the
Collection Account or remit such proceeds to the Servicer for
deposit in the Collection Account not later than the Determination
Date following the deposit of such amounts in the
Sub‐Servicing Account.  For purposes of this Agreement,
the Servicer shall be deemed to have received payments on the
Mortgage Loans when such Sub‐Servicer receives such
payments.


Section
3.09         
Collection of Taxes, Assessments and Similar Items; Servicing
Accounts.

The Servicer shall establish and maintain,
or cause to be established and maintained, one or more segregated
accounts (the “Servicing Accounts”).  Servicing
Accounts shall be Eligible Accounts.  The Servicer shall
deposit in the clearing account (which account must be an Eligible
Account) in which it customarily deposits payments and collections
on mortgage loans in connection with its mortgage loan servicing
activities on a daily basis, and in no event more than one Business
Day after the Servicer’s receipt thereof, all collections
from the Mortgagors (or related advances from Sub‐Servicers)
for the payment of taxes, assessments, hazard insurance premiums
and comparable items for the account of the Mortgagors
(“Escrow Payments”) collected on account of the
Mortgage Loans and shall thereafter deposit such Escrow Payments in
the Servicing Accounts, in no event more than two Business Days
after the deposit of such funds in the clearing account, for the
purpose of effecting the payment of any such items as required
under the terms of this Agreement.  Withdrawals of amounts
from a Servicing Account may be made only to (i) effect
payment of taxes, assessments, hazard insurance premiums, and
comparable items; (ii) reimburse the Servicer (or a
Sub‐Servicer to the extent provided in the related
Sub‐Servicing Agreement) out of related collections for any
advances made pursuant to Section 3.01 (with respect to taxes
and assessments) and Section 3.14 (with respect to hazard
insurance); (iii) refund to Mortgagors any sums as may be
determined to be overages; (iv) pay interest, if required and
as described below, to Mortgagors on balances in the Servicing
Account; (v) clear and terminate the Servicing Account upon
the termination of the Servicer’s obligations and
responsibilities in respect of the Mortgage Loans under this
Agreement in accordance with Article IX or (vi) recover
amounts deposited in error.  As part of its servicing duties,
the Servicer or Sub‐Servicers shall pay to the Mortgagors
interest on funds in Servicing Accounts, to the extent required by
law and, to the extent that interest earned on funds in the
Servicing Accounts is insufficient, to pay such interest from its
or their own funds, without any reimbursement therefor.  To
the extent that a Mortgage does not provide for Escrow Payments,
the Servicer shall determine whether any such payments are made by
the Mortgagor in a manner and at a time that avoids the loss of the
Mortgaged Property due to a tax sale or the foreclosure of a tax
lien.  The Servicer assumes full responsibility for the
payment of all such bills within such time and shall effect
payments of all such bills irrespective of the Mortgagor’s
faithful performance in the payment of same or the making of the
Escrow Payments and shall make advances from its own funds to
effect such payments; provided, however, that such advances shall
constitute Servicing Advances.


Section
3.10         
Collection Account and Distribution Account.


(a)        On behalf of the
Trust, the Servicer shall establish and maintain, or cause to be
established and maintained, one or more segregated accounts (such
account or accounts, the “Collection Account”), held in
trust for the benefit of the Trust and the
Certificateholders.  On behalf of the Trust, the Servicer
shall deposit or cause to be deposited in the clearing account
(which account must be an Eligible Account) in which it customarily
deposits payments and collections on mortgage loans in connection
with its mortgage loan servicing activities on a daily basis, and
in no event more than one Business Day after the Servicer’s
receipt thereof, and shall thereafter deposit in the Collection
Account, in no event more than two Business Days after the deposit
of such funds into the clearing account, as and when received or as
otherwise required hereunder, the following payments and
collections received or made by it subsequent to the Cut‐off
Date (other than in respect of principal or interest on the related
Mortgage Loans due on or before the Cut‐off Date or payments
(other than Principal Prepayments) received by it on or prior to
the Cut‐off Date but allocable to a Due Period subsequent
thereto):



(i)         all payments on
account of principal, including Principal Prepayments, on the
Mortgage Loans;



(ii)        all payments on
account of interest (net of the related Servicing Fee and the
related Prepayment Interest Excess) on each Mortgage Loan;



(iii)       all Insurance Proceeds
and Liquidation Proceeds (other than proceeds collected in respect
of any particular REO Property and amounts paid by the Servicer in
connection with a purchase of Mortgage Loans and REO Properties
pursuant to Section 9.01) and all Gross Subsequent
Recoveries;



(iv)       any amounts required to be
deposited pursuant to Section 3.12 in connection with any
losses realized on Permitted Investments with respect to funds held
in the Collection Account;



(v)        any amounts required
to be deposited by the Servicer pursuant to the second paragraph of
Section 3.14(a) in respect of any blanket policy
deductibles;



(vi)       all proceeds of any
Mortgage Loan repurchased or purchased in accordance with Section
2.03, Section 3.16(c) or Section 9.01 and all Servicer Prepayment
Charge Payment Amounts required to be deposited in the Collection
Account pursuant to Section 2.03;



(vii)      all Substitution
Adjustments;



(viii)      all Prepayment Charges
collected by the Servicer; and



(ix)       without duplication, all
payments of claims received by the Servicer under the PMI Policy,
if any.


For purposes of the immediately preceding
sentence, the Cut‐off Date with respect to any Qualified
Substitute Mortgage Loan shall be deemed to be the date of
substitution.


The aggregate amount deposited in the
Collection Account on any date pursuant to this Section 3.10(a) may
be net of any amounts permitted to be withdrawn by the Servicer
from the Collection Account on such date pursuant to Section
3.11(a).


The foregoing requirements for deposit in
the Collection Accounts shall be exclusive, it being understood and
agreed that, without limiting the generality of the foregoing, any
Prepayment Interest Excess and payments in the nature of late
payment charges, NSF fees, reconveyance fees, prepayment charges
paid by Mortgagors upon voluntary partial prepayment of certain
mortgage loans, assumption fees and other similar fees and charges
(other than Prepayment Charges) need not be deposited by the
Servicer in the Collection Account and shall, upon collection,
belong to the Servicer as additional compensation for its servicing
activities.  In the event the Servicer shall deposit in the
Collection Account any amount not required to be deposited therein,
it may at any time withdraw such amount from the Collection
Account, any provision herein to the contrary notwithstanding.



(b)        On behalf of the
Trust, the Trustee shall establish and maintain one or more
segregated accounts (such account or accounts, the
“Distribution Account”), held in trust for the benefit
of the Trust and the Certificateholders.  On behalf of the
Trust, the Servicer shall deliver to the Trustee in immediately
available funds for deposit on the same day in the Distribution
Account on or before 3:00 p.m. New York time (i) on the Servicer
Remittance Date, that portion of the Available Funds (calculated
without regard to the references in the definition thereof to
amounts that may be withdrawn from the Distribution Account) for
the related Distribution Date then on deposit in the Collection
Account, the amount of all Prepayment Charges on the Prepayment
Charge Schedule collected by the Servicer in connection with any of
the Mortgage Loans and any Servicer Prepayment Charge Payment
Amounts then on deposit in the Collection Account and the amount of
any funds reimbursable to an Advancing Person pursuant to Section
3.27 and (ii) on each Business Day as of the commencement of
which the balance on deposit in the Collection Account exceeds
$75,000 following any withdrawals pursuant to the next succeeding
sentence, the amount of such excess, but only if the Collection
Account constitutes an Eligible Account solely pursuant to clause
(ii) of the definition of “Eligible
Account.”  If the balance on deposit in the Collection
Account exceeds $75,000 as of the commencement of business on any
Business Day and the Collection Account constitutes an Eligible
Account solely pursuant to clause (ii) of the definition of
“Eligible Account,” the Servicer shall, on or before
3:00 p.m. New York time on such Business Day, withdraw from the
Collection Account any and all amounts payable or reimbursable to
the Depositor, the Servicer, the Trustee, the Seller or any
Sub‐Servicer pursuant to Section 3.11 and shall pay such
amounts to the Persons entitled thereto.  In order to comply
with its duties under the U.S.A. Patriot Act, the Trustee shall
obtain and verify certain information and documentation from the
parties hereto, including, but not limited to, each party’s
name, address, and other identifying information.



(c)        Funds in the
Collection Account and the Distribution Account may be invested in
Permitted Investments in accordance with the provisions set forth
in Section 3.12.  The Servicer shall give notice to the
Trustee, the NIMS Insurer, the Depositor and the Rating Agencies of
the location of the Collection Account maintained by it when
established and prior to any change thereof.  The Trustee
shall give notice to the Servicer, the NIMS Insurer, the Depositor
and the Rating Agencies of the location of the Distribution Account
when established and prior to any change thereof.



(d)        Funds held in the
Collection Account at any time may be delivered by the Servicer to
the Trustee for deposit in an account (which may be the
Distribution Account and must satisfy the standards for the
Distribution Account as set forth in the definition thereof) and
for all purposes of this Agreement shall be deemed to be a part of
the Collection Account; provided, however, that the Trustee shall
have the sole authority to withdraw any funds held pursuant to this
subsection (d).  In the event the Servicer shall deliver
to the Trustee for deposit in the Distribution Account any amount
not required to be deposited therein, it may at any time request
that the Trustee withdraw, and the Trustee shall withdraw, such
amount from the Distribution Account and remit to the Servicer any
such amount, any provision herein to the contrary
notwithstanding.  In addition, the Servicer shall deliver to
the Trustee from time to time for deposit, and the Trustee shall so
deposit, in the Distribution Account:



(i)         any Advances,
as required pursuant to Section 4.04, unless delivered directly to
the Trustee by an Advancing Person;



(ii)        any amounts required
to be deposited pursuant to Section 3.23(d) or (f) in connection
with any REO Property;



(iii)       any amounts to be paid by
the Servicer in connection with a purchase of Mortgage Loans and
REO Properties pursuant to Section 9.01;



(iv)       any amounts required to be
deposited pursuant to Section 3.24 in connection with any
Prepayment Interest Shortfalls; and



(v)        any Stayed Funds, as
soon as permitted by the federal bankruptcy court having
jurisdiction in such matters.



(e)        Promptly upon receipt
of any Stayed Funds, whether from the Servicer, a trustee in
bankruptcy, federal bankruptcy court or other source, the Trustee
shall deposit such funds in the Distribution Account, subject to
withdrawal thereof pursuant to Section 7.02(b) or as otherwise
permitted hereunder.


Section
3.11         
Withdrawals from the Collection Account and Distribution
Account.


(a)        The Servicer shall,
from time to time, make withdrawals from the Collection Account,
for any of the following purposes or as described in
Section 4.04, without priority:



(i)         to remit to the
Trustee for deposit in the Distribution Account the amounts
required to be so remitted pursuant to Section 3.10(b) or
permitted to be so remitted pursuant to the first sentence of
Section 3.10(d);



(ii)        subject to
Section 3.16(d), to reimburse the Servicer for Advances, but
only to the extent of amounts received which represent Late
Collections (net of the related Servicing Fees) of Monthly Payments
on the related Mortgage Loans in accordance with the provisions of
Section 4.04;



(iii)       subject to
Section 3.16(d), to pay the Servicer or any Sub‐Servicer
(a) any unpaid Servicing Fees or (b) any unreimbursed
Servicing Advances with respect to each Mortgage Loan, but only to
the extent of any Late Collections, Liquidation Proceeds, Insurance
Proceeds, Gross Subsequent Recoveries or other amounts as may be
collected by the Servicer from a Mortgagor, or otherwise received
with respect to such Mortgage Loan;



(iv)       to pay to the Servicer as
servicing compensation (in addition to the Servicing Fee) on the
Servicer Remittance Date any interest or investment income earned
on funds deposited in the Collection Account;



(v)        to pay to the
Servicer or the Seller, as the case may be, with respect to each
Mortgage Loan that has previously been purchased or replaced
pursuant to Section 2.03 or Section 3.16(c) all amounts received
thereon subsequent to the date of purchase or substitution, as the
case may be;



(vi)       to reimburse the Servicer
for any Advance or Servicing Advance previously made which the
Servicer has determined to be a Nonrecoverable Advance in
accordance with the provisions of Section 4.04;



(vii)      to reimburse the Servicer or
the Depositor for expenses incurred by or reimbursable to the
Servicer or the Depositor, as the case may be, pursuant to
Section 6.03;



(viii)      to reimburse the NIMS Insurer,
the Servicer or the Trustee, as the case may be, for enforcement
expenses reasonably incurred in respect of the breach or defect
giving rise to the purchase obligation under Section 2.03 of
this Agreement that were included in the Purchase Price of the
Mortgage Loan, including any expenses arising out of the
enforcement of the purchase obligation; provided, however, that the
reimbursement to the NIMS Insurer pursuant to this clause shall be
limited to an annual amount of $25,000;



(ix)       to pay, or to reimburse
the Servicer for advances in respect of, expenses incurred in
connection with any Mortgage Loan pursuant to Section 3.16(b);
and



(x)        to clear and
terminate the Collection Account pursuant to Section 9.01.


The Servicer shall keep and maintain
separate accounting, on an individual Mortgage Loan basis, for the
purpose of justifying any withdrawal from the Collection Account,
to the extent held by or on behalf of it, pursuant to subclauses
(ii), (iii), (v), (vi), (viii) and (ix) above.  The Servicer
shall provide written notification to the Trustee and the NIMS
Insurer, on or prior to the next succeeding Servicer Remittance
Date, upon making any withdrawals from the Collection Account
pursuant to subclause (vii) above.



(b)        The Trustee shall,
from time to time, make withdrawals from the Distribution Account,
for any of the following purposes, without priority:



(i)         to make
distributions to Certificateholders and for deposit into the
Reserve Fund, the Supplemental Interest Trust and the Final
Maturity Reserve Trust in accordance with Section 4.01;



(ii)        to pay to itself
amounts to which it is entitled pursuant to Section 8.05 or to
pay any other Extraordinary Trust Fund Expenses;



(iii)       to pay to itself any
interest income earned on funds deposited in the Distribution
Account pursuant to Section 3.12(c);



(iv)       to reimburse itself
pursuant to Section 7.02 or pursuant to Section 7.01 to
the extent such amounts in Section 7.01 were not reimbursed by
the Servicer;



(v)        to pay any amounts in
respect of taxes pursuant to Section 10.01(g);



(vi)       to remit to the Servicer
any amount deposited in the Distribution Account by the Servicer
but not required to be deposited therein in accordance with
Section 3.10(d);



(vii)      to pay to an Advancing Person
reimbursements for Advances and/or Servicing Advances pursuant to
Section 3.27;



(viii)      to clear and terminate the
Distribution Account pursuant to Section 9.01;



(ix)       to pay the PMI Insurer the
PMI Insurer Fee based on information received from the Servicer;
and



(x)        to pay itself the
Trustee Fees.


Section
3.12         
Investment of Funds in the Collection Account and the Distribution
Account.


(a)        The Servicer may
direct any depository institution maintaining the Collection
Account and any REO Account (for purposes of this
Section 3.12, an “Investment Account”), and the
Trustee, in its individual capacity, may direct any depository
institution maintaining the Distribution Account (for purposes of
this Section 3.12, the Distribution Account is also an
“Investment Account”), to invest the funds in such
Investment Account in one or more Permitted Investments bearing
interest or sold at a discount, and maturing, unless payable on
demand, (i) no later than the Business Day immediately
preceding the date on which such funds are required to be withdrawn
from such account pursuant to this Agreement, if a Person other
than the Trustee is the obligor thereon and (ii) no later than
the date on which such funds are required to be withdrawn from such
account pursuant to this Agreement, if the Trustee is the obligor
thereon.  All such Permitted Investments shall be held to
maturity, unless payable on demand.  Any investment of funds
in an Investment Account shall be made in the name of the Trustee
(in its capacity as such), or in the name of a nominee of the
Trustee.  The Trustee shall be entitled to sole possession
(except with respect to investment direction of funds held in the
Collection Account and any REO Account and any income and gain
realized thereon) over each such investment, and any certificate or
other instrument evidencing any such investment shall be delivered
directly to the Trustee or its agent, together with any document of
transfer necessary to transfer title to such investment to the
Trustee or its nominee.  In the event amounts on deposit in an
Investment Account are at any time invested in a Permitted
Investment payable on demand, the Trustee shall:



(x)        consistent with any
notice required to be given thereunder, demand that payment thereon
be made on the last day such Permitted Investment may otherwise
mature hereunder in an amount equal to the lesser of (1) all
amounts then payable thereunder and (2) the amount required to
be withdrawn on such date; and



(y)        demand payment of all
amounts due thereunder promptly upon actual notice by a Responsible
Officer of the Trustee that such Permitted Investment would not
constitute a Permitted Investment in respect of funds thereafter on
deposit in the Investment Account.



(b)        All income and gain
realized from the investment of funds deposited in the Collection
Account and any REO Account held by or on behalf of the Servicer
shall be for the benefit of the Servicer and shall be subject to
its withdrawal in accordance with Section 3.11 or
Section 3.23, as applicable.  The Servicer shall deposit
in the Collection Account or any REO Account, as applicable, from
its own funds, the amount of any loss of principal incurred in
respect of any such Permitted Investment made with funds in such
accounts immediately upon realization of such loss.



(c)        All income and gain
realized from the investment of funds deposited in the Distribution
Account held by or on behalf of the Trustee shall be for the
benefit of the Trustee and shall be subject to its withdrawal at
any time.  The Trustee shall deposit in the Distribution
Account, from its own funds, the amount of any loss of principal
incurred in respect of any such Permitted Investment made with
funds in such accounts immediately upon realization of such
loss.



(d)        Except as otherwise
expressly provided in this Agreement, if any default occurs in the
making of a payment due under any Permitted Investment, or if a
default occurs in any other performance required under any
Permitted Investment, the Trustee may, and subject to
Section 8.01 and Section 8.02(a)(v), upon the request of
the Holders of Certificates representing more than 50% of the
Voting Rights allocated to any Class of Certificates shall, take
such action as may be appropriate to enforce such payment or
performance, including the institution and prosecution of
appropriate proceedings.


Section
3.13         
Reserved.


Section
3.14         
Maintenance of Hazard Insurance and Errors and Omissions and
Fidelity Coverage. 



(a)        The Servicer shall
cause to be maintained for each Mortgage Loan fire insurance with
extended coverage on the related Mortgaged Property in an amount
which is at least equal to the least of (i) the then current
principal balance of such Mortgage Loan, (ii) the amount
necessary to fully compensate for any damage or loss to the
improvements that are a part of such property on a replacement cost
basis and (iii) the maximum insurable value of the
improvements which are a part of such Mortgaged Property, in each
case in an amount not less than such amount as is necessary to
avoid the application of any coinsurance clause contained in the
related hazard insurance policy.  The Servicer shall also
cause to be maintained fire insurance with extended coverage on
each REO Property in an amount which is at least equal to the
lesser of (i) the maximum insurable value of the improvements
which are a part of such property and (ii) the outstanding
principal balance of the related Mortgage Loan at the time it
became an REO Property, plus accrued interest at the Mortgage Rate
and related Servicing Advances.  The Servicer will comply in
the performance of this Agreement with all reasonable rules and
requirements of each insurer under any such hazard policies. 
Any amounts to be collected by the Servicer under any such policies
(other than amounts to be applied to the restoration or repair of
the property subject to the related Mortgage or amounts to be
released to the Mortgagor in accordance with the procedures that
the Servicer would follow in servicing loans held for its own
account, subject to the terms and conditions of the related
Mortgage and Mortgage Note) shall be deposited in the Collection
Account, subject to withdrawal pursuant to Section 3.11, if
received in respect of a Mortgage Loan, or in the REO Account,
subject to withdrawal pursuant to Section 3.23, if received in
respect of an REO Property.  Any cost incurred by the Servicer
in maintaining any such insurance shall not, for the purpose of
calculating distributions to Certificateholders, be added to the
unpaid principal balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so
permit.  It is understood and agreed that no earthquake or
other additional insurance is to be required of any Mortgagor other
than pursuant to such applicable laws and regulations as shall at
any time be in force and as shall require such additional
insurance.  If the Mortgaged Property or REO Property is at
any time in an area identified in the Federal Register by the
Federal Emergency Management Agency as having special flood hazards
and flood insurance has been made available, the Servicer will
cause to be maintained a flood insurance policy in respect
thereof.  Such flood insurance shall be in an amount equal to
the lesser of (i) the unpaid principal balance of the related
Mortgage Loan and (ii) the maximum amount of such insurance
available for the related Mortgaged Property under the national
flood insurance program (assuming that the area in which such
Mortgaged Property is located is participating in such
program).


In the event that the Servicer shall obtain
and maintain a blanket policy with an insurer having a General
Policy Rating of A:X or better in Best’s Key Rating Guide (or
such other rating that is comparable to such rating) insuring
against hazard losses on all of the Mortgage Loans, it shall
conclusively be deemed to have satisfied its obligations as set
forth in the first two sentences of this Section 3.14, it
being understood and agreed that such policy may contain a
deductible clause, in which case the Servicer shall, in the event
that there shall not have been maintained on the related Mortgaged
Property or REO Property a policy complying with the first two
sentences of this Section 3.14, and there shall have been one
or more losses which would have been covered by such policy,
deposit to the Collection Account from its own funds the amount not
otherwise payable under the blanket policy because of such
deductible clause.  In connection with its activities as
administrator and servicer of the Mortgage Loans, the Servicer
agrees to prepare and present, on behalf of itself and the Trust,
claims under any such blanket policy in a timely fashion in
accordance with the terms of such policy.



(b)        The Servicer shall
obtain (to the extent commercially available) and maintain fidelity
bond and errors and omissions coverage acceptable to Fannie Mae or
Freddie Mac with respect to its obligations under this Agreement,
unless the Servicer or any of its Affiliates has obtained a waiver
of such Fannie Mae or Freddie Mac requirements from either Fannie
Mae or Freddie Mac.  The Servicer shall provide the Trustee
and the NIMS Insurer (upon such party’s reasonable request)
with copies of any such insurance policies and fidelity bond. 
The Servicer shall be deemed to have complied with this provision
if an Affiliate of the Servicer has such errors and omissions and
fidelity bond coverage and, by the terms of such insurance policy
or fidelity bond, the coverage afforded thereunder extends to the
Servicer. 


Section
3.15         
Enforcement of Due‐On‐Sale Clauses; Assumption
Agreements.

The Servicer shall, to the extent it has
knowledge of any conveyance or prospective conveyance of any
Mortgaged Property by any Mortgagor (whether by absolute conveyance
or by contract of sale, and whether or not the Mortgagor remains or
is to remain liable under the Mortgage Note and/or the Mortgage),
exercise its rights to accelerate the maturity of such Mortgage
Loan under the “due‐on‐sale” clause, if
any, applicable thereto; provided, however, that the Servicer shall
not be required to take such action if in its sole business
judgment the Servicer believes that the collections and other
recoveries in respect of such Mortgage Loans could reasonably be
expected to be maximized if the Mortgage Loan were not accelerated,
and the Servicer shall not exercise any such rights if prohibited
by law from doing so.  If the Servicer reasonably believes it
is unable under applicable law to enforce such
“due‐on‐sale” clause, or if any of the
other conditions set forth in the proviso to the preceding sentence
apply, the Servicer will enter into an assumption and modification
agreement from or with the person to whom such property has been
conveyed or is proposed to be conveyed, pursuant to which such
person becomes liable under the Mortgage Note and, to the extent
permitted by applicable state law, the Mortgagor remains liable
thereon.  The Servicer may also enter into a substitution of
liability agreement with such person, pursuant to which the
original Mortgagor is released from liability and such person is
substituted as the Mortgagor and becomes liable under the Mortgage
Note, provided that no such substitution shall be effective unless
such person satisfies the underwriting criteria of the Servicer and
has a credit risk rating at least equal to that of the
original Mortgagor.  In connection with any assumption,
modification or substitution, the Servicer shall apply such
underwriting standards and follow such practices and procedures as
shall be normal and usual in its general mortgage servicing
activities and as it applies to other mortgage loans owned solely
by it.  The Servicer shall not take or enter into any
assumption and modification agreement, however, unless (to the
extent practicable under the circumstances) it shall have received
confirmation, in writing, of the continued effectiveness of any
applicable hazard insurance policy, or a new policy meeting the
requirements of this Section is obtained.  Any fee
collected by the Servicer in respect of any assumption,
modification or substitution of liability agreement will be
retained by the Servicer as additional servicing
compensation.  In connection with any such assumption, no
material term of the Mortgage Note (including but not limited to
the related Mortgage Rate and the amount of the Monthly Payment)
may be amended or modified, except as otherwise required pursuant
to the terms thereof.  The Servicer shall notify the Trustee
and the NIMS Insurer that any such substitution, modification or
assumption agreement has been completed by forwarding to the
Trustee (with a copy to the NIMS Insurer) the executed original of
such substitution, modification or assumption agreement, which
document shall be added to the related Mortgage File and shall, for
all purposes, be considered a part of such Mortgage File to the
same extent as all other documents and instruments constituting a
part thereof. 


Notwithstanding the foregoing paragraph or
any other provision of this Agreement, the Servicer shall not be
deemed to be in default, breach or any other violation of its
obligations hereunder by reason of any assumption of a Mortgage
Loan by operation of law or by the terms of the Mortgage Note or
any assumption which the Servicer may be restricted by law from
preventing, for any reason whatever.  For purposes of this
Section 3.15, the term “assumption” is deemed to
also include a sale of the Mortgaged Property subject to the
Mortgage that is not accompanied by an assumption or substitution
of liability agreement.


Section
3.16         
Realization Upon Defaulted Mortgage Loans.


(a)        The Servicer shall
use reasonable efforts consistent with the servicing standard set
forth in Section 3.01 to foreclose upon or otherwise
comparably convert the ownership of 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 pursuant to Section 3.07.  The
Servicer shall be responsible for all costs and expenses incurred
by it in any such proceedings; provided, however, that such costs
and expenses will constitute and be recoverable as Servicing
Advances by the Servicer as contemplated in Section 3.11 and
Section 3.23.  The foregoing is subject to the provision
that, in any case in which Mortgaged Property shall have suffered
damage from an Uninsured Cause, the Servicer shall not be required
to expend its own funds toward the restoration of such property
unless it shall determine in its sole and absolute discretion that
such restoration will increase the proceeds of liquidation of the
related Mortgage Loan after reimbursement to itself for such
expenses.



(b)        Notwithstanding the
foregoing provisions of this Section 3.16 or any other
provision of this Agreement, with respect to any Mortgage Loan as
to which the Servicer has received actual notice of, or has actual
knowledge of, the presence of any toxic or hazardous substance on
the related Mortgaged Property, the Servicer shall not, on behalf
of the Trust, either (i) obtain title to such Mortgaged
Property as a result of or in lieu of foreclosure or otherwise or
(ii) otherwise acquire possession of, or take any other action
with respect to, such Mortgaged Property, if, as a result of any
such action, the Trustee, the Trust, the Trust Fund or the
Certificateholders would be considered to hold title to, to be a
“mortgagee‐in‐possession” of, or to be an
“owner” or “operator” of such Mortgaged
Property within the meaning of the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended from
time to time, or any comparable law, unless the Servicer has also
previously determined, based on its reasonable judgment and a
report prepared by an Independent Person who regularly conducts
environmental audits using customary industry standards, that:



(1)        such Mortgaged
Property is in compliance with applicable environmental laws or, if
not, that it would be in the best economic interest of the Trust
Fund to take such actions as are necessary to bring the Mortgaged
Property into compliance therewith; and



(2)        there are no
circumstances present at such Mortgaged Property relating to the
use, management or disposal of any hazardous substances, hazardous
materials, hazardous wastes, or petroleum‐based materials for
which investigation, testing, monitoring, containment,
clean‐up or remediation could be required under any federal,
state or local law or regulation, or that if any such materials are
present for which such action could be required, that it would be
in the best economic interest of the Trust Fund to take such
actions with respect to the affected Mortgaged Property.


Notwithstanding the foregoing, with respect
to the Mortgage Loans, if such environmental audit reveals, or if
the Servicer has knowledge or notice, that the Mortgaged Property
securing the Mortgage Loan contains such wastes or substances or is
within one mile of the site of such wastes or substances, the
Servicer shall not foreclose or accept a deed in lieu of
foreclosure without the prior written consent of the NIMS
Insurer.


The cost of the environmental audit report
contemplated by this Section 3.16 shall be advanced by the
Servicer, subject to the Servicer’s right to be reimbursed
therefor from the Collection Account as provided in
Section 3.11(a)(ix), such right of reimbursement being prior
to the rights of Certificateholders to receive any amount in the
Collection Account received in respect of the affected Mortgage
Loan or other Mortgage Loans.  It is understood by the parties
hereto that any such advance will constitute a Servicing
Advance.


If the Servicer determines, as described
above, that it is in the best economic interest of the Trust Fund
to take such actions as are necessary to bring any such Mortgaged
Property into compliance with applicable environmental laws, or to
take such action with respect to the containment, clean‐up or
remediation of hazardous substances, hazardous materials, hazardous
wastes or petroleum‐based materials affecting any such
Mortgaged Property, then the Servicer shall take such action as it
deems to be in the best economic interest of the Trust Fund. 
The cost of any such compliance, containment, cleanup or
remediation shall be advanced by the Servicer, subject to the
Servicer’s right to be reimbursed therefor from the
Collection Account as provided in Section 3.11(a)(ix), such
right of reimbursement being prior to the rights of
Certificateholders to receive any amount in the Collection Account
received in respect of the affected Mortgage Loan or other Mortgage
Loans.  It is understood by the parties hereto that any such
advance will constitute a Servicing Advance.



(c)        The Holder of the
Class C Certificates (except if such Holder is the Seller or any of
its Affiliates) may at its option purchase from REMIC 1 any
Mortgage Loan or related REO Property that is 90 days or more
delinquent or that has been otherwise in default for 90 days or
more, which such Holder determines in good faith will otherwise
become subject to foreclosure proceedings (evidence of such
determination to be delivered in writing to the Trustee prior to
purchase), at a price equal to the Purchase Price; provided,
however, that the Holder of the Class C Certificates shall purchase
any such Mortgage Loans or related REO Properties on the basis of
delinquency or default, purchasing first the Mortgage Loans or
related REO Properties that became delinquent or otherwise in
default on an earlier date.  For the avoidance of doubt, the
Holder of the Class C Certificates in exercising its right to
purchase Mortgage Loans pursuant to this Section 3.16(c) shall not
be subject to any requirement of this Article III (other than the
requirements of this Section 3.16(c)).  In the event the
Holder of the Class C Certificates does not exercise its option to
purchase from REMIC 1 any such Mortgage Loan or related REO
Property, the NIMS Insurer shall be entitled to purchase such
Mortgage Loan or related REO Property; provided, however, that the
NIM Insurer shall purchase any such Mortgage Loans or related REO
Properties on the basis of delinquency or default, purchasing first
the Mortgage Loans or related REO Properties that became delinquent
or otherwise in default on an earlier date.  The Purchase
Price for any Mortgage Loan or related REO Property purchased
hereunder shall be deposited in the Collection Account, and the
Trustee, upon receipt of written certification from the Servicer of
such deposit, shall release or cause to be released to the Holder
of the Class C Certificates or the NIMS Insurer, as applicable, the
related Mortgage File and the Trustee, on behalf of the Trust,
shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as the Holder of the
Class C Certificates or the NIMS Insurer, as applicable, shall
furnish and as shall be necessary to vest in the Holder of the
Class C Certificates or the NIMS Insurer, as applicable, title to
any Mortgage Loan or related REO Property released pursuant
hereto.  For so long as the indenture trustee under the
Indenture is the Holder of the Class C Certificate, the holder (the
“Residual NIM Holder”) of the subordinate note, the
owner trust certificate or another instrument representing the
right to receive the proceeds of the trust estate securing payments
on the NIM Notes after all of the NIM Notes have been paid off
shall be deemed to be the “Holder of the Class C
Certificates” for purposes of this Section 3.16(c).  The
Trustee shall request from the Residual NIM Holder a certificate
substantially in the form of Exhibit G attached hereto.  The
Trustee may conclusively rely upon and shall be fully protected in
acting or refraining from acting based on such certificate.



(d)        Proceeds received
(other than any prepayment charges or premiums received) in
connection with any Final Recovery Determination, as well as any
recovery resulting from a partial collection of Insurance Proceeds,
Liquidation Proceeds or Gross Subsequent Recoveries, in respect of
any Mortgage Loan, will be applied in the following order of
priority:  first, to reimburse the Servicer or any
Sub‐Servicer for any related unreimbursed Servicing Advances
and Advances, pursuant to Section 3.11(a)(ii) or (a)(iii);
second, to accrued and unpaid interest on the Mortgage Loan,
to the date of the Final Recovery Determination, or to the Due Date
prior to the Distribution Date on which such amounts are to be
distributed if not in connection with a Final Recovery
Determination; and third, as a recovery of principal of the
Mortgage Loan.  If the amount of the recovery so allocated to
interest is less than the full amount of accrued and unpaid
interest due on such Mortgage Loan, the amount of such recovery
will be allocated by the Servicer as follows:  first,
to unpaid Servicing Fees; and second, to the balance of the
interest then due and owing.  The portion of the recovery so
allocated to unpaid Servicing Fees shall be reimbursed to the
Servicer or any Sub‐Servicer pursuant to
Section 3.11(a)(iii).



(e)        The Servicer may (but
is not obligated to) enter into a special servicing agreement with
an unaffiliated holder of a 100% Percentage Interest of the Class B
Certificates, or if the Class B Certificates are no longer
outstanding, the most junior Class of the Mezzanine Certificates,
subject to each Rating Agency’s acknowledgment that the
ratings of the Class A Certificates, the Mezzanine Certificates,
the Class B Certificates and the Other NIM Notes and the initial
shadow rating to the Insured NIM Notes, without giving effect to
any insurance policy issued by the NIMS Insurer, in each case, in
effect immediately prior to the entering into such agreement would
not be qualified, downgraded or withdrawn and none of the Class A
Certificates, the Mezzanine Certificates, the Class B Certificates
or the NIM Notes would be placed on credit review status (except
for possible upgrading) as a result of such agreement.  Any
such agreement may contain provisions whereby such Holder may (i)
instruct the Servicer to commence or delay foreclosure proceedings
with respect to delinquent Mortgage Loans and will contain
provisions for the deposit of cash with the Servicer by the Holder
that would be available for distribution to Certificateholders if
Liquidation Proceeds are less than they otherwise may have been had
the Servicer acted in accordance with its normal procedures, (ii)
purchase delinquent Mortgage Loans from the Trust immediately prior
to the commencement of foreclosure proceedings at a price equal to
the Purchase Price, and/or (iii) assume all of the servicing rights
and obligations with respect to delinquent Mortgage Loans so long
as such Holder (A) meets the requirements for a Sub-Servicer set
forth in Section 3.02(a), (B) will service such Mortgage Loans in
accordance with this Agreement and (C) the Servicer has the right
to transfer such servicing rights without the payment of any
compensation to a Sub-Servicer.


Section
3.17          Trustee
to Cooperate; Release of Mortgage Files.


(a)        Upon the payment in
full of any Mortgage Loan, or the receipt by the Servicer of a
notification that payment in full shall be escrowed in a manner
customary for such purposes, the Servicer will promptly notify the
Trustee and the applicable Custodian holding the related Mortgage
File by a certification in the form of Exhibit E‐2
(which certification shall include a statement to the effect that
all amounts received or to be received in connection with such
payment which are required to be deposited in the Collection
Account pursuant to Section 3.10 have been or will be so
deposited) of a Servicing Representative and shall request delivery
to it of the related Mortgage File.  Upon receipt of such
certification and request, the Trustee or such Custodian, as
applicable, shall promptly release the related Mortgage File to the
Servicer and the Servicer is authorized to cause the removal from
the registration on the MERS® System of any such Mortgage Loan,
if applicable.  No expenses incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be
chargeable to the Collection Account or the Distribution
Account.



(b)        From time to time and
as appropriate for the servicing or foreclosure of any Mortgage
Loan, including, for this purpose, collection under any insurance
policy relating to the Mortgage Loans, the Trustee or the
applicable Custodian shall, upon request of the Servicer and
delivery to the Trustee or the applicable Custodian of a Request
for Release in the form of Exhibit E‐l, release the
related Mortgage File to the Servicer, and the Trustee or the
applicable Custodian, on behalf of the Trustee, shall, at the
direction of the Servicer, execute such documents as shall be
necessary to the prosecution of any such proceedings and the
Servicer shall retain such Mortgage File in trust for the benefit
of the Certificateholders.  Such Request for Release shall
obligate the Servicer to return each and every document previously
requested from the Mortgage File to the Trustee or the applicable
Custodian when the need therefor by the Servicer no longer exists,
unless the Mortgage Loan has been liquidated and the Liquidation
Proceeds relating to the Mortgage Loan have been deposited in the
Collection Account or the Mortgage File or such document has been
delivered to an attorney, or to a public trustee or other public
official as required by law, for purposes of initiating or pursuing
legal action or other proceedings for the foreclosure of the
Mortgaged Property either judicially or non‐judicially, and
the Servicer has delivered to the Trustee or the applicable
Custodian a certificate of a Servicing Representative certifying as
to the name and address of the Person to which such Mortgage File
or such document was delivered and the purpose or purposes of such
delivery.  Upon receipt of a certificate of a Servicing
Representative stating that such Mortgage Loan was liquidated and
that all amounts received or to be received in connection with such
liquidation that are required to be deposited into the Collection
Account have been so deposited, or that such Mortgage Loan has
become an REO Property, a copy of the Request for Release shall be
released by the Trustee or the applicable Custodian to the Servicer
or its designee.



(c)        At the direction of
the Servicer and upon written certification of a Servicing
Representative, each of the Trustee or the applicable Custodian, on
behalf of the Trust, shall execute and deliver to the Servicer any
court pleadings, requests for trustee’s sale or other
documents reasonably necessary to the foreclosure or
trustee’s sale in respect of a Mortgaged Property or to any
legal action brought to obtain judgment against any Mortgagor on
the Mortgage Note or Mortgage or to obtain a deficiency judgment,
or to enforce any other remedies or rights provided by the Mortgage
Note or Mortgage or otherwise available at law or in equity, or
shall execute and deliver to the Servicer a power of attorney
sufficient to authorize the Servicer or a Sub-Servicer to execute
such documents on its behalf, provided that each of the Trustee or
the applicable Custodian, on behalf of the Trust, shall be
obligated to execute the documents identified above if necessary to
enable the Servicer or a Sub-Servicer to perform their respective
duties hereunder or under the Sub-Servicing Agreement.  Each
such certification shall include a request that such pleadings or
documents be executed by the Trustee or the applicable Custodian
and a statement as to the reason such documents or pleadings are
required.



(d)        If any Mortgage Loan
is repurchased, substituted or purchased in accordance with Section
2.03, Section 3.16(c) or Section 9.01, the Trustee, on behalf of
the Trust, shall execute and deliver the Mortgage Loan Assignment
Agreement in the form of Exhibit E-3 with respect to such Mortgage
Loan, transferring such Mortgage Loan to the Person entitled
thereto pursuant to such Section 2.03, Section 3.16(c) or Section
9.01, as applicable.


Section
3.18         
Servicing Compensation.

As compensation for the activities of the
Servicer hereunder, the Servicer shall be entitled to the Servicing
Fee with respect to each Mortgage Loan payable solely from payments
of interest in respect of such Mortgage Loan, subject to
Section 3.24.  In addition, the Servicer shall be
entitled to recover unpaid Servicing Fees out of Late Collections,
Insurance Proceeds, Liquidation Proceeds or Gross Subsequent
Recoveries to the extent permitted by Section 3.11(a)(iii) and
out of amounts derived from the operation and sale of an REO
Property to the extent permitted by Section 3.23.  The
right to receive the Servicing Fee may not be transferred in whole
or in part except in connection with the transfer of all of the
Servicer’s responsibilities and obligations under this
Agreement; provided, however, that the Servicer may pay from the
Servicing Fee any amounts due to a Sub‐Servicer pursuant to a
Sub‐Servicing Agreement entered into under
Section 3.02.


Additional servicing compensation in the
form of Prepayment Interest Excess, prepayment premiums or charges
in connection with voluntary Principal Prepayments in part,
assumption or modification fees, late payment charges, NSF fees,
reconveyance fees and other similar fees and charges (other than
Prepayment Charges) shall be retained by the Servicer only to the
extent such fees or charges are received by the Servicer.  The
Servicer shall also be entitled pursuant to
Section 3.11(a)(iv) to withdraw from the Collection Account,
and pursuant to Section 3.23(b) to withdraw from any REO
Account, as additional servicing compensation, interest or other
income earned on deposits therein, subject to
Section 3.12.  The Servicer shall be required to pay all
expenses incurred by it in connection with its servicing activities
hereunder (including premiums for the insurance required by
Section 3.14, to the extent such premiums are not paid by the
related Mortgagors or by a Sub‐Servicer, it being understood
however, that payment of such premiums by the Servicer shall
constitute Servicing Advances and servicing compensation of each
Sub‐Servicer, and to the extent provided herein and in
Section 8.05, the fees and expenses of the Trustee) and shall
not be entitled to reimbursement therefor except as specifically
provided herein.


Section
3.19          Reports
to the Trustee; Collection Account Statements.

Not later than fifteen days after each
Distribution Date, the Servicer shall forward to the Trustee, the
NIMS Insurer and the Depositor a statement prepared by the Servicer
setting forth the status of the Collection Account as of the close
of business on such Distribution Date and showing, for the period
covered by such statement, the aggregate amount of deposits into
and withdrawals from the Collection Account of each category of
deposit specified in Section 3.10(a) and each category of
withdrawal specified in Section 3.11.  Such statement may
be in the form of the then current Fannie Mae Monthly Accounting
Report for its Guaranteed Mortgage Pass‐Through Program with
appropriate additions and changes, and shall also include
information as to the aggregate of the outstanding principal
balances of all of the Mortgage Loans as of the last day of the
calendar month immediately preceding such Distribution Date. 
Copies of such statement shall be provided by the Trustee to any
Certificateholder and to any Person identified to the Trustee as a
prospective transferee of a Certificate, upon request at the
expense of the requesting party, provided such statement is
delivered by the Servicer to the Trustee.


Section
3.20          Annual
Statement as to Compliance.

The Servicer shall
deliver to the Trustee, the Depositor, the NIMS Insurer and each
Rating Agency, not later than March 15 of each calendar year
beginning in the year following the year of execution of this
Agreement through and including the calendar year in which a Form
15 Suspension Notice is filed with respect to the Trust and April
30 of each calendar year thereafter, an Officer’s Certificate
(an “Annual Statement of Compliance”) stating that (i)
a review of the activities of the Servicer during the preceding
calendar year and of performance under this Agreement or other
applicable servicing agreement, if any, has been made under such
officers’ supervision and (ii) to the best of such
officers’ knowledge, based on such review, the Servicer has
fulfilled all of its obligations under this Agreement or other
applicable servicing agreement, if any, in all material respects
throughout such year, 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.  The Servicer shall deliver a similar Annual
Statement of Compliance by any Sub-Servicer to which the Servicer
has delegated any servicing responsibilities with respect to the
Mortgage Loans, to the Trustee and the Depositor as described above
as and when required with respect to the Servicer.  Copies of
any such statement shall be provided by the Trustee to any
Certificateholder and to any Person identified to the Trustee as a
prospective transferee of a Certificate, upon the request and at
the expense of the requesting party, provided that such statement
is delivered by the Servicer to the Trustee.



Section
3.21         
Assessments of Compliance and Attestation Reports.


(a)        Pursuant to Rules
13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
AB, the Servicer shall deliver to the Depositor on or before March
15 of each calendar year beginning in the year following the year
of execution of this Agreement prior to and including the calendar
year in which Form 15 Suspension Notice is filed with respect to
the Trust and April 30 of each calendar year thereafter, a report
regarding the Servicer’s assessment of compliance (an
“Assessment of Compliance”) with the servicing criteria
during the preceding calendar year.  The Assessment of
Compliance must be reasonably satisfactory to the Depositor, and as
set forth in Regulation AB, the Assessment of Compliance must
contain the following:



(i)         A statement by
the Servicer of its responsibility for assessing compliance with
the servicing criteria applicable to the Servicer;



(ii)        A statement by the
Servicer that it used the servicing criteria applicable to it,
including at the minimum those that are specified on Exhibit N
hereto, and which will also be attached to the Assessment of
Compliance, to assess compliance with the servicing criteria
applicable to the Servicer;



(iii)       An assessment by the
Servicer of the Servicer’s compliance with the applicable
servicing criteria for the period consisting of the preceding
calendar year, including disclosure of any material instance of
noncompliance with respect thereto during such period, which
assessment shall be based on the activities it performs with
respect to asset-backed securities transactions taken as a whole
involving the Servicer, that are backed by the same asset type as
the Mortgage Loans;



(iv)       A statement that a
registered public accounting firm has issued an attestation report
on the Servicer’s Assessment of Compliance for the period
consisting of the preceding calendar year; and



(v)        A statement as to
which of the Servicing Criteria, if any, are not applicable to the
Servicer, which statement shall be based on the activities it
performs with respect to asset-backed securities transactions taken
as a whole involving the Servicer, that are backed by the same
asset type as the Mortgage Loans.


(b)       
On or before March 15 of each calendar year beginning in the
year following the year of execution of this Agreement prior to and
including the calendar year in which Form 15 Suspension Notice is
filed with respect to the Trust and April 30 of each calendar year
thereafter, the Servicer shall furnish to the Depositor a report
(an “Attestation Report”) by a registered public
accounting firm that attests to, and reports on, the Assessment of
Compliance made by the Servicer, as required by Rules 13a-18 and
15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which
Attestation Report must be made in accordance with standards for
attestation reports issued or adopted by the Public Company
Accounting Oversight Board.


(c)       
The Servicer shall cause any Sub-Servicer to which the Servicer
delegated any of its responsibilities with respect to the Mortgage
Loans, and each subcontractor determined by the Servicer to be
“participating in the servicing function” within the
meaning of Item 1122 of Regulation AB to which the Servicer
delegated any of its responsibilities with respect to the Mortgage
Loans, to deliver to the Trustee and the Depositor an Assessment of
Compliance and Attestation Report as and when provided above.


(d)       
Such Assessment of Compliance, as to any Sub-Servicer, shall at a
minimum address each of the servicing criteria applicable to it,
including at the minimum those that are specified on Exhibit N
hereto which are indicated as applicable to any “primary
servicer.”  Notwithstanding the foregoing, as to any
subcontractor, an Assessment of Compliance is not required to be
delivered unless it is required as part of a Form 10-K with respect
to the Trust.



(e)        The Trustee shall
also provide to the Depositor an Assessment of Compliance and
Attestation Report, as and when provided above, which shall at a
minimum address each of the servicing criteria applicable to it,
including at the minimum those that are specified on Exhibit N
hereto which are indicated as applicable to the
“trustee.”


Section
3.22          Access
to Certain Documentation.

The Servicer shall
provide to the Office of Thrift Supervision, the FDIC and any other
federal or state banking or insurance regulatory authority that may
exercise authority over any Certificateholder access to the
documentation regarding the Mortgage Loans serviced by the Servicer
under this Agreement, as may be required by applicable laws and
regulations.  Such access shall be afforded without charge,
but only upon reasonable request and during normal business hours
at the offices of the Servicer designated by it.  In addition,
access to the documentation regarding the Mortgage Loans serviced
by the Servicer under this Agreement sufficient to permit the
Certificateholder to comply with applicable regulations of the
Office of Thrift Supervision, the FDIC or any other federal or
state banking or insurance regulatory authority with respect to
investment in the Certificates will be provided to any
Certificateholder that is a savings and loan association, bank or
insurance company, upon reasonable request during normal business
hours at the offices of the Servicer designated by it at the
expense of the Person requesting such access.


Section
3.23          Title,
Management and Disposition of REO Property.


(a)        The deed or
certificate of sale of any REO Property shall be taken in the name
of the Trustee, or its nominee, on behalf of the Trust.  The
Servicer, on behalf of REMIC 1 (and on behalf of the Trust),
shall sell any REO Property as soon as practicable and, in any
event, shall either sell any REO Property before the close of the
third taxable year after the year REMIC 1 acquires ownership
of such REO Property for purposes of Section 860G(a)(8) of the Code
or request from the Internal Revenue Service, no later than 60 days
before the day on which the three‐year grace period would
otherwise expire, an extension of the three‐year grace
period, unless the Servicer shall have delivered to the Trustee,
the NIMS Insurer and the Depositor an Opinion of Counsel, addressed
to the Trustee, the NIMS Insurer and the Depositor, to the effect
that the holding by REMIC 1 of such REO Property subsequent to
three years after its acquisition will not result in the imposition
on any Trust REMIC of taxes on “prohibited
transactions” thereof, as defined in Section 860F of the
Code, or cause any Trust REMIC to fail to qualify as a REMIC under
Federal law at any time that any Certificates are
outstanding.  If an extension of the three‐year period
is granted, the Servicer shall sell the related REO Property no
later than 60 days prior to the expiration of such extension
period.  The Servicer shall manage, conserve, protect and
operate each REO Property for the Certificateholders solely for the
purpose of its prompt disposition and sale in a manner which does
not cause such REO Property to fail to qualify as
“foreclosure property” within the meaning of
Section 860G(a)(8) of the Code or result in the receipt by any
Trust REMIC of any “income from non‐permitted
assets” within the meaning of Section 860F(a)(2)(B) of
the Code, or any “net income from foreclosure property”
which is subject to taxation under the REMIC Provisions.



(b)        The Servicer shall
segregate and hold all funds collected and received in connection
with the operation of any REO Property separate and apart from its
own funds and general assets and shall establish and maintain, or
cause to be established and maintained, with respect to REO
Properties an account held in trust for the Trust (the “REO
Account”), which shall be an Eligible Account.  The
Servicer may allow the Collection Account to serve as the REO
Account, subject to separate ledgers for each REO Property. 
The Servicer may retain or withdraw any interest income paid on
funds deposited in the REO Account.



(c)        The Servicer shall
have full power and authority, subject only to the specific
requirements and prohibitions of this Agreement, to do any and all
things in connection with any REO Property as are consistent with
the manner in which the Servicer manages and operates similar
property owned by the Servicer or any of its Affiliates, all on
such terms and for such period as the Servicer deems to be in the
best interests of Certificateholders.  In connection
therewith, the Servicer shall deposit, or cause to be
deposited in the clearing account (which account must be an
Eligible Account) in which it customarily deposits payments and
collections on mortgage loans in connection with its mortgage loan
servicing activities on a daily basis, and in no event more than
one Business Day after the Servicer’s receipt thereof and
shall thereafter deposit in the REO Account, in no event more than
two Business Days after the deposit of such funds into the clearing
account, all revenues received by it with respect to an REO
Property and shall withdraw therefrom funds necessary for the
proper operation, management and maintenance of such REO Property
including, without limitation:



(i)         all insurance
premiums due and payable in respect of such REO Property;



(ii)        all real estate
taxes and assessments in respect of such REO Property that may
result in the imposition of a lien thereon; and



(iii)       all costs and expenses
necessary to maintain such REO Property.


To the extent that amounts on deposit in the
REO Account with respect to an REO Property are insufficient for
the purposes set forth in clauses (i) through (iii) above
with respect to such REO Property, the Servicer shall advance from
its own funds as Servicing Advances such amount as is necessary for
such purposes if, but only if, the Servicer would make such
advances if the Servicer owned the REO Property and if such
Servicing Advance would not constitute a Nonrecoverable
Advance.


Notwithstanding the foregoing, neither the
Servicer nor the Trustee shall:



(i)         authorize the
Trust to enter into, renew or extend any New Lease with respect to
any REO Property, if the New Lease by its terms will give rise to
any income that does not constitute Rents from Real Property;



(ii)        authorize any amount
to be received or accrued under any New Lease other than amounts
that will constitute Rents from Real Property;



(iii)       authorize any
construction on any REO Property, other than construction permitted
under Section 856(e)(4)(B) of the Code; or



(iv)       authorize any Person to
Directly Operate any REO Property on any date more than 90 days
after its date of acquisition by the Trust;


unless, in any such case, the Servicer has
obtained an Opinion of Counsel (the cost of which shall constitute
a Servicing Advance), a copy of which shall be provided to the NIMS
Insurer and the Trustee, to the effect that such action will not
cause such REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of
the Code at any time that it is held by REMIC 1, in which case
the Servicer may take such actions as are specified in such Opinion
of Counsel.


The Servicer may contract with any
Independent Contractor for the operation and management of any REO
Property, provided that:



(i)         the terms and
conditions of any such contract shall not be inconsistent
herewith;



(ii)        any such contract
shall require, or shall be administered to require, that the
Independent Contractor pay all costs and expenses incurred in
connection with the operation and management of such REO Property,
including those listed above, and remit all related revenues (net
of such costs and expenses) to the Servicer as soon as practicable,
but in no event later than thirty days following the receipt
thereof by such Independent Contractor;



(iii)       none of the provisions of
this Section 3.23(c) relating to any such contract or to
actions taken through any such Independent Contractor shall be
deemed to relieve the Servicer of any of its duties and obligations
to the Trustee on behalf of the Certificateholders with respect to
the operation and management of any such REO Property; and



(iv)       the Servicer shall be
obligated with respect thereto to the same extent as if it alone
were performing all duties and obligations in connection with the
operation and management of such REO Property.


The Servicer shall be entitled to enter into
any agreement with any Independent Contractor performing services
for it related to its duties and obligations hereunder for
indemnification of the Servicer by such Independent Contractor, and
nothing in this Agreement shall be deemed to limit or modify such
indemnification.  The Servicer shall be solely liable for all
fees owed by it to any such Independent Contractor, irrespective of
whether the Servicer’s compensation pursuant to
Section 3.18 is sufficient to pay such fees; provided,
however, that to the extent that any payments made by such
Independent Contractor would constitute Servicing Advances if made
by the Servicer, such amounts shall be reimbursable as Servicing
Advances made by the Servicer.



(d)        In addition to the
withdrawals permitted under Section 3.23(c), the Servicer may
from time to time make withdrawals from the REO Account for any REO
Property:  (i) to pay itself or any Sub‐Servicer
unpaid Servicing Fees in respect of the related Mortgage Loan; and
(ii) to reimburse itself or any Sub‐Servicer for
unreimbursed Servicing Advances and Advances made in respect of
such REO Property or the related Mortgage Loan.  On the
Servicer Remittance Date, the Servicer shall withdraw from each REO
Account maintained by it and deposit into the Distribution Account
in accordance with Section 3.10(d)(ii), for distribution on
the related Distribution Date in accordance with Section 4.01,
the income from the related REO Property received during the prior
calendar month, net of any withdrawals made pursuant to
Section 3.23(c) or this Section 3.23(d).



(e)        Subject to the time
constraints set forth in Section 3.23(a), each REO Disposition
shall be carried out by the Servicer at such price and upon such
terms and conditions as the Servicer shall deem necessary or
advisable, as shall be normal and usual in its general servicing
activities for similar properties.



(f)         The proceeds
from the REO Disposition, net of any amount required by law to be
remitted to the Mortgagor under the related Mortgage Loan and net
of any payment or reimbursement to the Servicer or any
Sub‐Servicer as provided above, shall be deposited in the
Distribution Account in accordance with Section 3.10(d)(ii) on
the Servicer Remittance Date in the month following the receipt
thereof for distribution on the related Distribution Date in
accordance with Section 4.01.  Any REO Disposition shall
be for cash only (unless changes in the REMIC Provisions made
subsequent to the Startup Day allow a sale for other
consideration).



(g)        The Servicer shall
file information returns with respect to the receipt of mortgage
interest received in a trade or business, reports of foreclosures
and abandonments of any Mortgaged Property and cancellation of
indebtedness income with respect to any Mortgaged Property as
required by Sections 6050H, 6050J and 6050P of the Code,
respectively.  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
3.24         
Obligations of the Servicer in Respect of Prepayment Interest
Shortfalls.

The Servicer shall deliver to the Trustee
for deposit into the Distribution Account on or before 3:00 p.m.
New York time on the Servicer Remittance Date from its own funds an
amount (“Compensating Interest”) equal to the lesser of
(i) the aggregate of the Prepayment Interest Shortfalls for
the related Distribution Date resulting solely from Principal
Prepayments during the related Prepayment Period and (ii) the
amount of its aggregate Servicing Fee for the most recently ended
calendar month.


Section
3.25         
Obligations of the Servicer in Respect of Mortgage Rates and
Monthly Payments.

In the event that a shortfall in any
collection on or liability with respect to any Mortgage Loan
results from or is attributable to adjustments to Mortgage Rates,
Monthly Payments or Stated Principal Balances that were made by the
Servicer in a manner not consistent with the terms of the related
Mortgage Note and this Agreement, the Servicer, upon discovery or
receipt of notice thereof, immediately shall deliver to the Trustee
for deposit in the Distribution Account from its own funds the
amount of any such shortfall and shall indemnify and hold harmless
the Trust, the Trustee, the Depositor and any successor servicer in
respect of any such liability.  Such indemnities shall survive
the termination or discharge of this Agreement. 
Notwithstanding the foregoing, this Section 3.25 shall not
limit the ability of the Servicer to seek recovery of any such
amounts from the related Mortgagor under the terms of the related
Mortgage Note, as permitted by law and shall not be an expense of
the Trust.


Section
3.26          Reserve
Fund.

No later than the Closing Date, the Trustee,
on behalf of the Certificateholders, shall establish and maintain
with itself a separate, segregated non-interest bearing trust
account titled, “Reserve Fund, Deutsche Bank National Trust
Company, as Trustee, in trust for registered Holders of Long Beach
Mortgage Loan Trust 2006‐11, Asset‐Backed Certificates,
Series 2006‐11.”  The Trustee shall account for
the right to receive payments from the Reserve Fund as property
that the Trustee holds separate and apart from the REMIC Regular
Interests.



(a)        The following amounts
shall be deposited into the Reserve Fund:



(i)         On the Closing
Date, the Depositor shall deposit, or cause to be deposited, into
the Reserve Fund $1,000;



(ii)        On each Distribution
Date as to which there is a Net WAC Rate Carryover Amount payable
to any of the Class A Certificates, the Mezzanine Certificates or
the Class B Certificates, the Trustee has been directed by the
Holders of the Class C Certificates to, and therefore shall,
deposit into the Reserve Fund the amounts described in Section
4.01(d)(i)(y); and



(iii)       On each Distribution Date
as to which there are no Net WAC Rate Carryover Amounts, the
Trustee shall deposit into the Reserve Fund on behalf of the
Holders of the Class C Certificates, from amounts otherwise
distributable to such Class C Certificates, an amount such that
when added to other amounts already on deposit in the Reserve Fund,
the aggregate amount on deposit therein is equal to $1,000.



(b)        The Reserve Fund
shall be treated as an “outside reserve fund” under
applicable Treasury regulations and shall not be part of any REMIC
created hereunder.  For federal and state income tax purposes,
the Holders of the Class C Certificates shall be deemed to be the
owners of the Reserve Fund and all amounts deposited into the
Reserve Fund (other than the initial deposit therein of $1,000)
shall be treated as amounts distributed by REMIC 3 to REMIC CX
in respect of the Class C Interest, and then distributed by
REMIC CX to the Holders of the Class C Certificates.  For
federal and state income tax purposes, payments in respect of the
Class A Certificates, the Mezzanine Certificates and the Class B
Certificates of Net WAC Rate Carryover Amounts will not be payments
with respect to a “regular interest” in a REMIC within
the meaning of Code Section 860G(a)(1).



(c)        By accepting a Class
C Certificate, each Holder of a Class C Certificate shall be deemed
to have directed the Trustee to, and the Trustee shall pursuant to
such direction, deposit into the Reserve Fund the amounts described
in Section 3.26(a)(ii) and (a)(iii) above on each Distribution
Date.  By accepting a Class C Certificate, each Holder of a
Class C Certificate further agrees that such direction is given for
good and valuable consideration, the receipt and sufficiency of
which is acknowledged by such acceptance.



(d)        At the direction of
the Holders of a majority in Percentage Interest in the Class C
Certificates, the Trustee shall direct any depository institution
maintaining the Reserve Fund to invest the funds in such account in
one or more Permitted Investments bearing interest or sold at a
discount, and maturing, unless payable on demand, (i) no later
than the Business Day immediately preceding the date on which such
funds are required to be withdrawn from such account pursuant to
this Agreement, if a Person other than the Trustee or an Affiliate
manages or advises such investment, and (ii) no later than the
date on which such funds are required to be withdrawn from such
account pursuant to this Agreement, if the Trustee or an Affiliate
manages or advises such investment.  If no investment
direction of the Holders of a majority in Percentage Interest in
the Class C Certificates with respect to the Reserve Fund is
received by the Trustee, the Trustee shall invest the funds in the
Reserve Fund in Permitted Investments managed by the Trustee or an
Affiliate of the kind described in clause (vi) of the definition of
Permitted Investments.  Notwithstanding the foregoing, any
funds in the Reserve Fund shall be invested in Deutsche Bank Cash
Management Fund 541 for so long as such investment complies with
clause (vi) of the definition of Permitted Investments.  All
income and gain earned upon such investment shall be deposited into
the Reserve Fund. 



(e)        For federal tax
return and information reporting, the right of the
Certificateholders to receive payment on account of the Class A
Certificates, the Mezzanine Certificates and the Class B
Certificates from the Reserve Fund in respect of any Net WAC Rate
Carryover Amount shall be assigned a value of zero.


Section
3.27          Advance
Facility.


(a)        The Trustee, on
behalf of the Trust, at the direction of the Servicer and with the
consent of the NIMS Insurer, is hereby authorized to enter into a
facility with any Person which provides that such Person (an
“Advancing Person”) may make all or a portion of the
Advances and/or Servicing Advances to the Trust under this
Agreement, although no such facility shall reduce or otherwise
affect the Servicer’s obligation to fund such Advances and/or
Servicing Advances.  To the extent that an Advancing Person
makes all or a portion of any Advance or any Servicing Advance and
provides the Trustee with notice acknowledged by the Servicer that
such Advancing Person is entitled to reimbursement, such Advancing
Person shall be entitled to receive reimbursement pursuant to this
Agreement for such amount to the extent provided in
Section 3.27(b).  Such notice from the Advancing Person
shall specify the amount of the reimbursement and shall specify
which Section of this Agreement permits the applicable Advance
or Servicing Advance to be reimbursed.  The Trustee shall be
entitled to rely without independent investigation on the Advancing
Person’s statement with respect to the amount of any
reimbursement pursuant to this Section 3.27 and with respect
to the Advancing Person’s statement with respect to the
Section of this Agreement that permits the applicable Advance or
Servicing Advance to be reimbursed.  An Advancing Person whose
obligations are limited to the making of Advances and/or Servicing
Advances shall not be required to meet the qualifications of a
Servicer or a Sub‐Servicer pursuant to Article VI hereof
and will not be deemed to be a Sub‐Servicer under this
Agreement.  If the terms of a facility proposed to be entered
into with an Advancing Person by the Trust would not materially and
adversely affect the interests of any Certificateholder, then the
NIMS Insurer shall not withhold its consent to the Trust’s
entering into such facility.



(b)        If an advancing
facility is entered into, then the Servicer shall not be permitted
to reimburse itself under any Section specified or for any amount
specified by the Advancing Person in the notice described under
Section 3.27(a) above and acknowledged by the Servicer prior
to the remittance to the Trust, but instead the Servicer shall
include such amounts in the applicable remittance to the Trustee
made pursuant to Section 3.10(a).  The Trustee is hereby
authorized to pay to the Advancing Person reimbursements for
Advances and Servicing Advances from the Distribution Account to
the same extent the Servicer would have been permitted to reimburse
itself for such Advances and/or Servicing Advances in accordance
with the specified Sections had the Servicer itself made such
Advance or Servicing Advance.  The Trustee is hereby
authorized to pay directly to the Advancing Person such portion of
the Servicing Fee as the parties to any advancing facility may
agree.



(c)        All Advances and
Servicing Advances made pursuant to the terms of this Agreement
shall be deemed made and shall be reimbursed on a “first
in‐first out” (FIFO) basis.


Section
3.28          PMI
Policy; Claims Under the PMI Policy

Notwithstanding anything to the contrary
elsewhere in this Article III, the Servicer shall not agree to
any modification or assumption of a PMI Mortgage Loan or take any
other action with respect to a  PMI Mortgage Loan that could
result in denial of coverage under the PMI Policy.  The
Servicer shall notify the PMI Insurer that the Trustee, as trustee
on behalf of the Trust, is the insured, as that term is defined in
the PMI Policy, of each PMI Mortgage Loan.  The Servicer
shall, on behalf of the Trust, prepare and file on a timely basis
with the PMI Insurer, with a copy to the Trustee, all claims which
may be made under the PMI Policy with respect to the PMI Mortgage
Loans.  The Servicer shall take all actions required under the
PMI Policy as a condition to the payment of any such claim. 
Any amount received from the PMI Insurer with respect to any such
PMI Mortgage Loan shall be deposited by the Servicer, no later than
two Business Days following receipt thereof, into the Collection
Account.  On each Distribution Date, the Trustee shall pay to
the PMI Insurer the PMI Insurer Fee for such Distribution Date from
the amounts on deposit in the Distribution Account prior to making
any distributions to the Certificateholders.


Section
3.29          Swap
Agreement.

The Depositor hereby directs the
Supplemental Interest Trust Trustee to execute and deliver on
behalf of the Supplemental Interest Trust the Swap Agreement and
authorizes and directs the Supplemental Interest Trust Trustee to
perform its obligations thereunder on behalf of the Supplemental
Interest Trust in accordance with the terms of the Swap
Agreement.  The Depositor hereby authorizes and directs the
Supplemental Interest Trust Trustee to ratify on behalf of the
Supplemental Interest Trust, as the Supplemental Interest
Trust’s own actions, the terms agreed to by the Depositor (or
any of its Affiliates) in relation to the Swap Agreement, as
reflected in the Swap Agreement, and the Supplemental Interest
Trust Trustee hereby so ratifies the Swap Agreement.  The
Supplemental Interest Trust Trustee shall amend the Swap Agreement
in accordance with its terms and as requested by a party to the
Swap Agreement to cure any ambiguity in or correct or supplement
any provision of the Swap Agreement, provided, however, that, where
compliance with the Rating Agency Condition (as defined in the Swap
Agreement) is required under the Swap Agreement, the Supplemental
Interest Trust Trustee shall have received evidence reasonably
satisfactory to it that such amendment complies with the Rating
Agency Condition.  On the Closing Date, the Supplemental
Interest Trust Trustee shall enter into the Swap Agreement, on
behalf of the Supplemental Interest Trust, with the Swap
Counterparty.  The Swap Agreement shall be part of the Trust
Fund but not part of any REMIC. The Swap Counterparty is the
calculation agent under the Swap Agreement and shall calculate all
amounts pursuant to the Swap Agreement and notify the Supplemental
Interest Trust Trustee of all such amounts.


Section
3.30         
Replacement Swap Agreement.


(a)        The Supplemental
Interest Trust Trustee shall, at the direction of the NIMS Insurer
or, with the consent of the NIMS Insurer, at the direction of the
Depositor, in the event the Swap Agreement is terminated as a
result of the designation by either party thereto of an Early
Termination Date, enter into a replacement swap agreement with a
replacement counterparty designated by the Depositor or the NIMS
Insurer, as applicable.



(b)        Notwithstanding
anything to the contrary herein, any Swap Termination Payment
received by the Supplemental Interest Trust Trustee shall be
deposited in the Supplemental Interest Account and shall be used to
make any upfront payment required under a replacement swap
agreement and any upfront payment (the “Replacement
Payment”) received by the Supplemental Interest Trust Trustee
from the counterparty to a replacement swap agreement shall be used
to pay any Swap Termination Payment owed to the Swap Counterparty
that is being replaced.  The Swap Counterparty that is being
replaced shall have first priority as to such Replacement Payments
versus all other creditors of the Supplemental Interest Trust
Trustee, and the Supplemental Interest Trust Trustee shall pay from
the Replacement Payments received the lesser of (x) the Replacement
Payments so received and (y) any Swap Termination Payment owed to
the Swap Counterparty (to the extent not already paid by the
Supplemental Interest Trust Trustee) that is being replaced
immediately upon receipt.



(c)        Notwithstanding
anything contained herein, in the event that a replacement swap
agreement cannot be obtained within 30 days after receipt by the
Supplemental Interest Trust Trustee of the Swap Termination Payment
paid by the terminated Swap Counterparty, the Supplemental Interest
Trust Trustee shall on each Distribution Date, withdraw from the
Supplemental Interest Account, an amount equal to the Net
Counterparty Payment, if any, that would have been paid to the
Supplemental Interest Trust Trustee by the original Swap
Counterparty (computed in accordance with the terms of the original
Swap Agreement) and distribute such amount in accordance with
Section 4.01(d)(iv)(b) of this Agreement.



(d)        If a downgrade event
(described in Part 5(b) of Schedule to the Swap Agreement) occurs,
the Supplemental Interest Trust Trustee shall, promptly after a
Responsible Officer of the Supplemental Interest Trust Trustee has
received actual knowledge or written notice of the reduction or
withdrawal of the rating (it being understood that the Supplemental
Interest Trust Trustee has no duty to monitor the ratings of the
Swap Counterparty), request the Swap Counterparty to take actions
required to be taken by the Swap Counterparty by Part 5(b) of
Schedule to the Swap Agreement.


ARTICLE IV



FLOW OF FUNDS 


Section
4.01         
Distributions.


(a)        On each Distribution
Date, the Trustee shall withdraw from the Distribution Account that
portion of the Available Funds for such Distribution Date
consisting of the Group I Interest Remittance Amount and the
Group II Interest Remittance Amount for such Distribution
Date, and make the following disbursements and transfers in the
order of priority described below, in each case to the extent of
the Group I Interest Remittance Amount or the Group II
Interest Remittance Amount remaining for such Distribution
Date:



(i)         The
Group I Interest Remittance Amount shall be distributed as
follows:


 



(A)       first, to the
Supplemental Interest Trust Trustee for payment to the Swap
Counterparty, the Group I Net Swap Payment, provided a Swap Default
with respect to the Swap Counterparty has not occurred and is not
continuing, and any unpaid Group I Swap Termination Payment
(including any amount remaining unpaid from prior Distribution
Dates) (unless the Swap Counterparty is the Defaulting Party or the
sole Affected Party (each, as defined in the Swap Agreement)), as
applicable for the related Distribution Date;



(B)       second, to the
Supplemental Interest Trust Trustee for payment to the Swap
Counterparty, the Group II Net Swap Payment, provided a Swap
Default with respect to the Swap Counterparty has not occurred and
is not continuing, and any unpaid Group II Swap Termination Payment
(including any amount remaining unpaid from prior Distribution
Dates) (unless the Swap Counterparty is the Defaulting Party or the
sole Affected Party (each, as defined in the Swap Agreement)), as
applicable for the related Distribution Date to the extent not paid
pursuant to Section 4.01(a)(ii)(A);



(C)       third, to the Final
Maturity Reserve Trust, the Group I Final Maturity Reserve Amount,
if any, for such Distribution Date;



(D)       fourth, to the Final
Maturity Reserve Trust, the Group II Final Maturity Reserve Amount,
if any, for such Distribution Date, to the extent not paid pursuant
to Section 4.01(a)(ii)(C);



(E)       fifth, to the Class
I‐A Certificates, the Monthly Interest Distributable Amount
and any Unpaid Interest Shortfall Amount for such Class; and



(F)       sixth, concurrently, to the Class II‐A1 Certificates, the
Class II‐A2 Certificates, the Class II‐A3 Certificates
and the Class II‐A4 Certificates, the Monthly Interest
Distributable Amount and any Unpaid Interest Shortfall Amount for
such Classes, in each case, to the extent not paid pursuant to
Section 4.01(a)(ii)(E), allocated among the Class II‐A1
Certificates, the Class II‐A2 Certificates, the Class
II‐A3 Certificates and the Class II‐A4 Certificates,
pro rata, based on their respective entitlements.



(ii)        The Group II
Interest Remittance Amount shall be distributed as follows:



(A)       first, to the
Supplemental Interest Trust Trustee for payment to the Swap
Counterparty, the Group II Net Swap Payment, provided a Swap
Default with respect to the Swap Counterparty has not occurred and
is not continuing, and any unpaid Group II Swap Termination Payment
(including any amount remaining unpaid from prior Distribution
Dates) (unless the Swap Counterparty is the Defaulting Party or the
sole Affected Party (each, as defined in the Swap Agreement)), as
applicable for the related Distribution Date;



(B)       second, to the
Supplemental Interest Trust Trustee for payment to the Swap
Counterparty, the Group I Net Swap Payment, provided a Swap Default
with respect to the Swap Counterparty has not occurred and is not
continuing, and any unpaid Group I Swap Termination Payment
(including any amount remaining unpaid from prior Distribution
Dates) (unless the Swap Counterparty is the Defaulting Party or the
sole Affected Party (each, as defined in the Swap Agreement)), as
applicable for the related Distribution Date to the extent not paid
pursuant to Section 4.01(a)(i)(A);



(C)       third, to the Final
Maturity Reserve Trust, the Group II Final Maturity Reserve Amount,
if any, for such Distribution Date;



(D)       fourth, to the Final
Maturity Reserve Trust, the Group I Final Maturity Reserve Amount,
if any, to the extent not paid pursuant to Section
4.01(a)(i)(C);



(E)       fifth, concurrently, to the Class II‐A1 Certificates, the
Class II‐A2 Certificates, the Class II‐A3 Certificates
and the Class II‐A4 Certificates, the Monthly Interest
Distributable Amount and any Unpaid Interest Shortfall Amount for
such Classes, in each case allocated among the Class II‐A1
Certificates, the Class II‐A2 Certificates, the Class
II‐A3 Certificates and the Class II‐A4 Certificates,
pro rata, based on their respective entitlements; and



(F)       sixth, to the Class
I‐A Certificates, the Monthly Interest Distributable Amount
and any Unpaid Interest Shortfall Amount for such Class, to the
extent not paid pursuant to Section 4.01(a)(i)(E).



(iii)       The sum of any
Group I Interest Remittance Amount and Group II Interest
Remittance Amount remaining undistributed following the
distributions pursuant to Sections 4.01(a)(i) and (ii) shall be
distributed as follows:


first, to the Class
M‐1 Certificates, the related Monthly Interest Distributable
Amount;


second, to the Class
M‐2 Certificates, the related Monthly Interest Distributable
Amount;


third, to the Class
M‐3 Certificates, the related Monthly Interest Distributable
Amount;


fourth, to the Class
M‐4 Certificates, the related Monthly Interest Distributable
Amount;


fifth, to the Class
M‐5 Certificates, the related Monthly Interest Distributable
Amount;


sixth, to the Class
M‐6 Certificates, the related Monthly Interest Distributable
Amount;


seventh, to the Class
M‐7 Certificates, the related Monthly Interest Distributable
Amount;


eighth, to the Class
M‐8 Certificates, the related Monthly Interest Distributable
Amount;


ninth, to the Class
M‐9 Certificates, the related Monthly Interest Distributable
Amount;


tenth, to the Class B-1
Certificates, the related Monthly Interest Distributable Amount;
and


eleventh, to the Class
B‐2 Certificates, the related Monthly Interest Distributable
Amount.



(iv)       Any Group I Interest
Remittance Amount or any Group II Interest Remittance Amount
remaining undistributed following distributions pursuant to Section
4.01(a)(iii) shall be used in determining the amount of Net Monthly
Excess Cashflow, if any, for such Distribution Date.



(b)        On each Distribution
Date (a) prior to the Stepdown Date or (b) on which a
Trigger Event is in effect, the Class A Certificates, the Mezzanine
Certificates and the Class B Certificates shall be entitled to
receive distributions in respect of principal to the extent of the
Group I Principal Distribution Amount and the Group II
Principal Distribution Amount in the following amounts and order of
priority:



(i)         the Group I
Principal Distribution Amount will be distributed as follows:



(A)       first, to the
Supplemental Interest Trust Trustee for payment to the Swap
Counterparty, the Group I Net Swap Payment, provided a Swap Default
with respect to the Swap Counterparty has not occurred and is not
continuing, and any unpaid Group I Swap Termination Payment
(including any amount not paid on prior Distribution Dates) (unless
the Swap Counterparty is the Defaulting Party or the sole Affected
Party (each, as defined in the Swap Agreement)), as applicable,
remaining unpaid after giving effect to the distribution of the
Group I Interest Remittance Amount and the Group II Interest
Remittance Amount for such Distribution Date;



(B)       second, to the
Supplemental Interest Trust Trustee for payment to the Swap
Counterparty, the Group II Net Swap Payment, provided a Swap
Default with respect to the Swap Counterparty has not occurred and
is not continuing, and any unpaid Group II Swap Termination Payment
(including any amount not paid on prior Distribution Dates) (unless
the Swap Counterparty is the Defaulting Party or the sole Affected
Party (each, as defined in the Swap Agreement)), as applicable,
remaining unpaid after giving effect to the distribution of the
Group I Interest Remittance Amount, the Group II Interest
Remittance Amount and the Group II Principal Distribution Amount
for such Distribution Date;



(C)       third, to the Final
Maturity Reserve Trust, the Group I Final Maturity Reserve Amount,
if any, remaining unpaid after giving effect to the distribution of
the Group I Interest Remittance Amount and the Group II Interest
Remittance Amount for such Distribution Date;



(D)       fourth, to the Final
Maturity Reserve Trust, the Group II Final Maturity Reserve Amount,
if any, remaining unpaid after giving effect to the distribution of
the Group I Interest Remittance Amount, the Group II Interest
Remittance Amount and the Group II Principal Distribution Amount
for such Distribution Date;


(E)
      fifth, to the Class I-A
Certificates, until the Certificate Principal Balance thereof has
been reduced to zero; and



(F)       sixth, to the Group
II Senior Certificates (allocated among the Group II Senior
Certificates in the priority described in Section 4.01(b)(v)),
until the Certificate Principal Balances thereof have been reduced
to zero.



(ii)        the Group II
Principal Distribution Amount will be distributed as follows:



(A)       first, to the
Supplemental Interest Trust Trustee for payment to the Swap
Counterparty, the Group II Net Swap Payment, provided a Swap
Default with respect to the Swap Counterparty has not occurred and
is not continuing, and any unpaid Group II Swap Termination Payment
(including any amount not paid on prior Distribution Dates) (unless
the Swap Counterparty is the Defaulting Party or the sole Affected
Party (each, as defined in the Swap Agreement)), as applicable,
remaining unpaid after giving effect to the distribution of the
Group I Interest Remittance Amount and the Group II Interest
Remittance Amount for such Distribution Date;



(B)       second, to the
Supplemental Interest Trust Trustee for payment to the Swap
Counterparty, the Group I Net Swap Payment, provided a Swap Default
with respect to the Swap Counterparty has not occurred and is not
continuing, and any unpaid Group I Swap Termination Payment
(including any amount not paid on prior Distribution Dates) (unless
the Swap Counterparty is the Defaulting Party or the sole Affected
Party (each, as defined in the Swap Agreement)), as applicable,
remaining unpaid after giving effect to the distribution of the
Group I Interest Remittance Amount, the Group II Interest
Remittance Amount and the Group I Principal Distribution Amount for
such Distribution Date;



(C)       third, to the Final
Maturity Reserve Trust, the Group II Final Maturity Reserve Amount,
if any, remaining unpaid after giving effect to the distribution of
the Group I Interest Remittance Amount and the Group II Interest
Remittance Amount for such Distribution Date;



(D)       fourth, to the Final
Maturity Reserve Trust, the Group I Final Maturity Reserve Amount,
if any, remaining unpaid after giving effect to the distribution of
the Group I Interest Remittance Amount, the Group II Interest
Remittance Amount and the Group I Principal Distribution Amount for
such Distribution Date;



(E)       fifth, to the Group
II Senior Certificates (allocated among the Group II Senior
Certificates in the priority described in Section 4.01(b)(v)) until
the Certificate Principal Balances thereof have been reduced to
zero; and



(F)       sixth, to the Class
I-A Certificates, until the Certificate Principal Balance thereof
has been reduced to zero.



(iii)       the sum of any
Group I Principal Distribution Amount and Group II
Principal Distribution Amount remaining undistributed following the
distributions pursuant to Sections 4.01(b)(i) and (ii) shall be
distributed in the following order of priority:


first, to the Class
M‐1 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero;


second, to the Class
M‐2 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero;


third, to the Class
M‐3 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero;


fourth, to the Class
M‐4 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero;


fifth, to the Class
M‐5 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero;


sixth, to the Class
M‐6 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero;


seventh, to the Class
M‐7 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero;


eighth, to the Class
M‐8 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero;


ninth, to the Class
M‐9 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero;


tenth, to the Class B-1
Certificates, until the Certificate Principal Balance thereof has
been reduced to zero; and


eleventh, to the Class
B‐2 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero.



(iv)       Any principal remaining
undistributed pursuant to Sections 4.01(b)(i), (ii) and (iii) above
shall be used in determining the amount of Net Monthly Excess
Cashflow, if any, for such Distribution Date.



(v)        With respect to the
Group II Senior Certificates, all principal distributions will be
allocated sequentially, to the Class II-A1 Certificates, the Class
II-A2 Certificates, the Class II-A3 Certificates and the Class
II-A4 Certificates, in each case, until their Certificate Principal
Balances have been reduced to zero, with the exception that
beginning on the first Distribution Date on or after which the
Certificate Principal Balances of the Mezzanine Certificates and
the Class B Certificates have been reduced to zero and the Net
Monthly Excess Cashflow and Overcollateralized Amount for such
Distribution Date are insufficient to cover Realized Losses on the
Group II Mortgage Loans, principal distributions among the Group II
Senior Certificates will be allocated, pro rata, based on
their Certificate Principal Balances, in each case, until their
Certificate Principal Balances have been reduced to zero.



(c)        On each Distribution
Date (a) on or after the Stepdown Date and (b) on which a
Trigger Event is not in effect, the Class A Certificates, the
Mezzanine Certificates and the Class B Certificates shall be
entitled to receive distributions in respect of principal to the
extent of the Group I Principal Distribution Amount and the
Group II Principal Distribution Amount in the following
amounts and order of priority:



(i)         the Group I
Principal Distribution Amount will be distributed as follows:



(A)       first, to the
Supplemental Interest Trust Trustee for payment to the Swap
Counterparty, the Group I Net Swap Payment, provided a Swap Default
with respect to the Swap Counterparty has not occurred and is not
continuing, and any unpaid Group I Swap Termination Payment
(including any amount not paid on prior Distribution Dates) (unless
the Swap Counterparty is the Defaulting Party or the sole Affected
Party (each, as defined in the Swap Agreement)), as applicable,
remaining unpaid after giving effect to the distribution of the
Group I Interest Remittance Amount and the Group II Interest
Remittance Amount for such Distribution Date;



(B)       second, to the
Supplemental Interest Trust Trustee for payment to the Swap
Counterparty, the Group II Net Swap Payment, provided a Swap
Default with respect to the Swap Counterparty has not occurred and
is not continuing, and any unpaid Group II Swap Termination Payment
(including any amount not paid on prior Distribution Dates) (unless
the Swap Counterparty is the Defaulting Party or the sole Affected
Party (each, as defined in the Swap Agreement)), as applicable,
remaining unpaid after giving effect to the distribution of the
Group I Interest Remittance Amount, the Group II Interest
Remittance Amount and the Group II Principal Distribution Amount
for such Distribution Date;



(C)       third, to the Final
Maturity Reserve Trust, the Group I Final Maturity Reserve Amount,
if any, remaining unpaid after giving effect to the distribution of
the Group I Interest Remittance Amount and the Group II Interest
Remittance Amount for such Distribution Date;



(D)       fourth, to the Final
Maturity Reserve Trust, the Group II Final Maturity Reserve Amount,
if any, remaining unpaid after giving effect to the distribution of
the Group I Interest Remittance Amount, the Group II Interest
Remittance Amount and the Group II Principal Distribution Amount
for such Distribution Date;


(E)
      fifth, to the Class I-A
Certificates, the Group I Senior Principal Distribution Amount,
until the Certificate Principal Balance thereof has been reduced to
zero; and



(F)       sixth, to the Group
II Senior Certificates, the Group II Senior Principal Distribution
Amount, to the extent not paid pursuant to Section 4.01(c)(ii)(E)
(allocated among the Group II Senior Certificates in the priority
described in Section 4.01(c)(v)), until the Certificate Principal
Balances thereof have been reduced to zero.



(ii)        the Group II
Principal Distribution Amount will be distributed as follows:



(A)       first, to the
Supplemental Interest Trust Trustee for payment to the Swap
Counterparty, the Group II Net Swap Payment, provided a Swap
Default with respect to the Swap Counterparty has not occurred and
is not continuing, and any unpaid Group II Swap Termination Payment
(including any amount not paid on prior Distribution Dates) (unless
the Swap Counterparty is the Defaulting Party or the sole Affected
Party (each, as defined in the Swap Agreement)), as applicable,
remaining unpaid after giving effect to the distribution of the
Group I Interest Remittance Amount and the Group II Interest
Remittance Amount for such Distribution Date;



(B)       second, to the
Supplemental Interest Trust Trustee for payment to the Swap
Counterparty, the Group I Net Swap Payment, provided a Swap Default
with respect to the Swap Counterparty has not occurred and is not
continuing, and any unpaid Group I Swap Termination Payment
(including any amount not paid on prior Distribution Dates) (unless
the Swap Counterparty is the Defaulting Party or the sole Affected
Party (each, as defined in the Swap Agreement)), as applicable,
remaining unpaid after giving effect to the distribution of the
Group I Interest Remittance Amount, the Group II Interest
Remittance Amount and the Group I Principal Distribution Amount for
such Distribution Date;



(C)       third, to the Final
Maturity Reserve Trust, the Group II Final Maturity Reserve Amount,
if any, remaining unpaid after giving effect to the distribution of
the Group I Interest Remittance Amount and the Group II Interest
Remittance Amount for such Distribution Date;



(D)       fourth, to the Final
Maturity Reserve Trust, the Group I Final Maturity Reserve Amount,
if any, remaining unpaid after giving effect to the distribution of
the Group I Interest Remittance Amount, the Group II Interest
Remittance Amount and the Group I Principal Distribution Amount for
such Distribution Date;



(E)       fifth, to the Group
II Senior Certificates, the Group II Senior Principal Distribution
Amount (allocated among the Group II Senior Certificates in the
priority described in Section 4.01(c)(v)), until the Certificate
Principal Balances thereof have been reduced to zero; and



(F)       sixth, to the Class
I-A Certificates, the Group I Senior Principal Distribution Amount,
to the extent not paid pursuant to Section 4.01(c)(i)(E), until the
Certificate Principal Balance thereof has been reduced to zero.



(iii)       the sum of any
Group I Principal Distribution Amount and Group II
Principal Distribution Amount remaining undistributed following the
distribution pursuant to Sections 4.01(c)(i) and (ii) shall be
distributed in the following order of priority:


first, to the Class
M‐1 Certificates, the Class M-2 Certificates and the Class
M-3 Certificates, sequentially, in this order, the Class M‐3
Principal Distribution Amount, until the Certificate Principal
Balance thereof has been reduced to zero;


second, to the Class
M‐4 Certificates, the Class M‐4 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been
reduced to zero;


third, to the Class
M‐5 Certificates, the Class M‐5 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been
reduced to zero;


fourth, to the Class
M‐6 Certificates, the Class M‐6 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been
reduced to zero;


fifth, to the Class
M‐7 Certificates, the Class M‐7 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been
reduced to zero;


sixth, to the Class
M‐8 Certificates, the Class M‐8 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been
reduced to zero;


seventh, to the Class
M‐9 Certificates, the Class M‐9 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been
reduced to zero;


eighth, to the Class
B‐1 Certificates, the Class B‐1 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been
reduced to zero; and


ninth, to the Class
B‐2 Certificates, the Class B‐2 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been
reduced to zero.



(iv)       Any principal remaining
undistributed following distributions pursuant to Sections
4.01(c)(i), (ii) and (iii) shall be used in determining the amount
of Net Monthly Excess Cashflow, if any, for such Distribution
Date.



(v)        With respect to the
Group II Senior Certificates, all principal distributions will be
allocated sequentially, to the Class II-A1 Certificates, the Class
II-A2 Certificates, the Class II-A3 Certificates and the Class
II-A4 Certificates, in each case, until their Certificate Principal
Balances have been reduced to zero, with the exception that
beginning on the first Distribution Date on or after which the
Certificate Principal Balances of the Mezzanine Certificates and
the Class B Certificates have been reduced to zero and the Net
Monthly Excess Cashflow and Overcollateralized Amount for such
Distribution Date are insufficient to cover realized losses on the
Group II Mortgage Loans, principal distributions among the Group II
Senior Certificates will be allocated, pro rata, based on their
Certificate Principal Balances, in each case, until their
Certificate Principal Balances have been reduced to zero.



(d)       
(i)         On each
Distribution Date, the Trustee shall distribute any Net Monthly
Excess Cashflow in the following order of priority, in each case to
the extent of the Net Monthly Excess Cashflow remaining
undistributed:



(a)        to the Class or
Classes of Certificates then entitled to receive distributions in
respect of principal, in an amount equal to the sum of any Extra
Principal Distribution Amount and the Remaining Principal
Distribution Amount for such Distribution Date, payable to such
Class or Classes of Certificates as part of the Group I Principal
Distribution Amount or the Group II Principal Distribution Amount,
as applicable, pursuant to Section 4.01(b) or Section 4.01(c)
above, as applicable;



(b)        concurrently,
to the Class A Certificates, in an amount equal to the Unpaid
Interest Shortfall Amount, if any, for such Classes for such
Distribution Date to the extent remaining unpaid after distribution
of the Group I Interest Remittance Amount and the
Group II Interest Remittance Amount on such Distribution Date,
allocated among such classes, pro rata, based on their
respective entitlements;



(c)        to the Class
M‐1 Certificates, in an amount equal to the Unpaid Interest
Shortfall Amount, if any, for such Class for such Distribution
Date;



(d)        to the Class
M‐1 Certificates, in an amount equal to the Allocated
Realized Loss Amount, if any, for such Class for such Distribution
Date;



(e)        to the Class M-2
Certificates, in an amount equal to the Unpaid Interest Shortfall
Amount, if any, for such Class for such Distribution Date;



(f)         to the Class
M-2 Certificates, in an amount equal to the Allocated Realized Loss
Amount, if any, for such Class for such Distribution Date;



(g)        to the Class M-3
Certificates, in an amount equal to the Unpaid Interest Shortfall
Amount, if any, for such Class for such Distribution Date;



(h)        to the Class M-3
Certificates, in an amount equal to the Allocated Realized Loss
Amount, if any, for such Class for such Distribution Date;



(i)         to the Class
M‐4 Certificates, in an amount equal to the Unpaid Interest
Shortfall Amount, if any, for such Class for such Distribution
Date;



(j)         to the Class
M‐4 Certificates, in an amount equal to the Allocated
Realized Loss Amount, if any, for such Class for such Distribution
Date;



(k)        to the Class M-5
Certificates, in an amount equal to the Unpaid Interest Shortfall
Amount, if any, for such Class for such Distribution Date;



(l)         to the Class
M-5 Certificates, in an amount equal to the Allocated Realized Loss
Amount, if any, for such Class for such Distribution Date;



(m)       to the Class M-6
Certificates, in an amount equal to the Unpaid Interest Shortfall
Amount, if any, for such Class for such Distribution Date;



(n)        to the Class M-6
Certificates, in an amount equal to the Allocated Realized Loss
Amount, if any, for such Class for such Distribution Date;



(o)        to the Class M-7
Certificates, in an amount equal to the Unpaid Interest Shortfall
Amount, if any, for such Class for such Distribution Date;



(p)        to the Class M-7
Certificates, in an amount equal to the Allocated Realized Loss
Amount, if any, for such Class for such Distribution Date;



(q)        to the Class M‐8
Certificates, in an amount equal to the Unpaid Interest Shortfall
Amount, if any, for such Class for such Distribution Date;



(r)        to the Class
M‐8 Certificates, in an amount equal to the Allocated
Realized Loss Amount, if any, for such Class for such Distribution
Date;



(s)        to the Class
M‐9 Certificates, in an amount equal to the Unpaid Interest
Shortfall Amount, if any, for such Class for such Distribution
Date;



(t)         to the Class
M‐9 Certificates, in an amount equal to the Allocated
Realized Loss Amount, if any, for such Class for such Distribution
Date;



(u)        to the Class B-1
Certificates, in an amount equal to the Unpaid Interest Shortfall
Amount, if any, for such Class for such Distribution Date;



(v)        to the Class B-1
Certificates, in an amount equal to the Allocated Realized Loss
Amount, if any, for such Class for such Distribution Date;



(w)       to the Class B‐2
Certificates, in an amount equal to the Unpaid Interest Shortfall
Amount, if any, for such Class for such Distribution Date;



(x)        to the Class
B‐2 Certificates, in an amount equal to the Allocated
Realized Loss Amount, if any, for such Class for such Distribution
Date;



(y)        to the Reserve Fund,
the amount equal to the difference between any Net WAC Rate
Carryover Amounts with respect to the Class A Certificates, the
Mezzanine Certificates and the Class B Certificates for such
Distribution Date and any amounts deposited in the Reserve Fund
pursuant to this Section 4.01(d)(i)(y) that were not distributed on
prior Distribution Dates (or, if no Net WAC Rate Carryover Amounts
are payable to such Classes of Certificates on such Distribution
Date, to the Reserve Fund, an amount such that when added to other
amounts already on deposit in the Reserve Fund, the aggregate
amount on deposit therein is equal to $1,000);



(z)        to the Supplemental
Interest Trust Trustee, for payment to the Swap Counterparty, any
unpaid Swap Termination Payment payable by the Supplemental
Interest Trust Trustee (including any amount remaining unpaid from
prior Distribution Dates) (only if the Swap Counterparty is the
Defaulting Party or the sole Affected Party (each as defined in the
Swap Agreement));



(aa)      to the Final Maturity Reserve
Trust, the Supplemental Final Maturity Reserve Amount for such
Distribution Date;



(bb)      if such Distribution Date
follows the Prepayment Period during which occurs the latest date
on which a Prepayment Charge may be required to be paid in respect
of any Mortgage Loans, to REMIC PX, as holder of the Class P
Interest, in reduction of the Uncertificated Principal Balance
thereof, until the Uncertificated Principal Balance thereof is
reduced to zero;



(cc)      to REMIC CX, as holder of
the Class C Interest, the sum of (A) the Monthly Interest
Distributable Amount for the Class C Interest, plus (B) until the
Uncertificated Principal Balance of the Class C Interest is reduced
to zero, any Overcollateralization Release Amount for such
Distribution Date, plus (C) until the Uncertificated Principal
Balance of the Class C Interest is reduced to zero, on any
Distribution Date on which the Certificate Principal Balances of
the Class A Certificates, the Mezzanine Certificates and the Class
B Certificates has been reduced to zero, any remaining amounts for
such Distribution Date (in both cases, net of such portion of
amounts payable pursuant to this Section 4.01(d)(i)(cc) that were
paid pursuant to Section 4.01(d)(i)(y) above); and



(dd)      any remaining amounts to the
Class R Certificates (in respect of the appropriate Class R-3
Interest).



(ii)        On each Distribution
Date, after making the distributions of the Available Funds as
provided in this Section 4.01 (except pursuant to Section
4.01(d)(iii)), the Trustee shall withdraw from the Reserve Fund the
amounts on deposit therein and shall distribute such amounts in the
following order of priority:  first, concurrently, to the
Class A Certificates, up to the amount of the related Net WAC Rate
Carryover Amount, allocated among the Class A Certificates, pro
rata, based on their respective Net WAC Rate Carryover Amounts;
then, to the Mezzanine Certificates and the Class B Certificates,
up to the amount of the related Net WAC Rate Carryover Amount, in
the following order of priority:  first to the Class
M‐1 Certificates, second to the Class M‐2
Certificates, third to the Class M‐3 Certificates,
fourth to the Class M‐4 Certificates, fifth to
the Class M‐5 Certificates, sixth to the Class
M‐6 Certificates, seventh to the Class M‐7
Certificates, eighth to the Class M‐8 Certificates,
ninth to the Class M‐9 Certificates, tenth to
the Class B-1 Certificates, and eleventh to the Class
B‐2 Certificates, in each case to the extent of such amounts
remaining in the Reserve Fund.


On the Distribution Date on which the
Certificate Principal Balance of the Class A Certificates, the
Mezzanine Certificates and the Class B Certificates has been
reduced to zero, after making all other distributions on such
Distribution Date (including to the Class A Certificates, the
Mezzanine Certificates and the Class B Certificates out of the
Reserve Fund), the Trustee shall distribute all remaining amounts
in the Reserve Fund to the Class C Certificates.



(iii)       On the earlier of the
Distribution Date in December 2036 and the termination of the Trust
after giving effect to all other distributions pursuant to this
Section 4.01, the Trustee shall withdraw from the Final Maturity
Reserve Account funds on deposit therein and shall distribute such
amounts in the following order of priority:



(a)        concurrently, to the
Class A Certificates, in reduction of their respective Certificate
Principal Balances, pro rata, based on their Certificate
Principal Balances, until the Certificate Principal Balances
thereof have been reduced to zero;



(b)        to the Mezzanine
Certificates and the Class B Certificates, in reduction of their
respective Certificate Principal Balances, in the following order
of priority:  first to the Class M‐1
Certificates, second to the Class M‐2 Certificates,
third to the Class M‐3 Certificates, fourth to
the Class M‐4 Certificates, fifth to the Class
M‐5 Certificates, sixth to the Class M‐6
Certificates, seventh to the Class M‐7 Certificates,
eighth to the Class M‐8 Certificates, ninth to
the Class M‐9 Certificates, tenth to the Class B-1
Certificates, and eleventh to the Class B‐2
Certificates, in each case until the Certificate Principal Balances
thereof have been reduced to zero;



(c)        concurrently, to the
Class A Certificates, up to the amount of the related Monthly
Interest Distributable Amount and any Unpaid Interest Shortfall
Amount for such Classes remaining unpaid after giving effect to all
other distributions pursuant to this Section 4.01, in each case
allocated among the Class A Certificates, pro rata, based on
their Monthly Interest Distributable Amounts and any Unpaid
Interest Shortfall Amounts;



(d)        to the Mezzanine
Certificates and the Class B Certificates, up to the amount of the
related Monthly Interest Distributable Amount for such Classes
remaining unpaid after giving effect to all other distributions
pursuant to this Section 4.01, allocated among the Mezzanine
Certificates and the Class B Certificates in the following order of
priority:  first to the Class M‐1 Certificates,
second to the Class M‐2 Certificates, third to
the Class M‐3 Certificates, fourth to the Class
M‐4 Certificates, fifth to the Class M‐5
Certificates, sixth to the Class M‐6 Certificates,
seventh to the Class M‐7 Certificates, eighth
to the Class M‐8 Certificates, ninth to the Class
M‐9 Certificates, tenth to the Class B-1 Certificates,
and eleventh to the Class B‐2 Certificates;



(e)        to the Mezzanine
Certificates and the Class B Certificates, up to the amount of any
related Unpaid Interest Shortfall Amount for such Classes remaining
unpaid after giving effect to all other distributions pursuant to
this Section 4.01, allocated among the Mezzanine Certificates and
the Class B Certificates in the following order of priority: 
first to the Class M‐1 Certificates, second to
the Class M‐2 Certificates, third to the Class
M‐3 Certificates, fourth to the Class M‐4
Certificates, fifth to the Class M‐5 Certificates,
sixth to the Class M‐6 Certificates, seventh to
the Class M‐7 Certificates, eighth to the Class
M‐8 Certificates, ninth to the Class M‐9
Certificates, tenth to the Class B-1 Certificates, and
eleventh to the Class B‐2 Certificates;



(f)         concurrently,
to the Class A Certificates, up to the amount of the related Net
WAC Rate Carryover Amount remaining unpaid after giving effect to
all other distributions pursuant to this Section 4.01, allocated
among the Class A Certificates, pro rata, based on their
unpaid Net WAC Rate Carryover Amounts;



(g)        to the Mezzanine
Certificates and the Class B Certificates, up to the amount of the
related Net WAC Rate Carryover Amount remaining unpaid after giving
effect to all other distributions pursuant to this Section 4.01, in
the following order of priority:  first to the Class
M‐1 Certificates, second to the Class M‐2
Certificates, third to the Class M‐3 Certificates,
fourth to the Class M‐4 Certificates, fifth to
the Class M‐5 Certificates, sixth to the Class
M‐6 Certificates, seventh to the Class M‐7
Certificates, eighth to the Class M‐8 Certificates,
ninth to the Class M‐9 Certificates, tenth to
the Class B-1 Certificates, and eleventh to the Class
B‐2 Certificates;



(h)        to the Mezzanine
Certificates and the Class B Certificates, up to the amount of the
related Allocated Realized Loss Amount remaining unpaid after
giving effect to all other distributions pursuant to this Section
4.01, in the following order of priority:  first to the
Class M‐1 Certificates, second to the Class M‐2
Certificates, third to the Class M‐3 Certificates,
fourth to the Class M‐4 Certificates, fifth to
the Class M‐5 Certificates, sixth to the Class
M‐6 Certificates, seventh to the Class M‐7
Certificates, eighth to the Class M‐8 Certificates,
ninth to the Class M‐9 Certificates, tenth to
the Class B-1 Certificates, and eleventh to the Class
B‐2 Certificates;



(i)         to the
Supplemental Interest Trust Trustee, for payment to the Swap
Counterparty, any unpaid Swap Termination Payment payable by the
Supplemental Interest Trust Trustee (including any amount remaining
unpaid from prior Distribution Dates) (only if the Swap
Counterparty is the Defaulting Party or the sole Affected Party
(each as defined in the Swap Agreement)) to the extent not paid
with Net Monthly Excess Cashflow on such Distribution Date; and



(j)         to the Class C
Certificates, any remaining amount.


Amounts held by the Final Maturity Reserve
Trust shall be deemed to be distributed first from amounts received
from the Supplemental Interest Trust, if any, and then from all
other amounts.  Except as provided in the preceding sentence,
all amounts distributable to the Class I-A Certificates on account
of the Mortgage Loans, shall be distributable first on account of
the Group I Mortgage Loans.  On the Distribution Date on which
the funds are distributed from the Final Maturity Reserve Trust
pursuant to this Section 4.01(d)(iii), after making all
distributions pursuant to this Section 4.01(d)(iii) (other than
pursuant to Section 4.01(d)(iii)(j)), the Trustee shall distribute
to itself all amounts remaining in the Final Maturity Reserve Trust
that were deposited in the Final Maturity Reserve Account from the
Supplemental Interest Trust and shall distribute all other amounts
remaining in the Final Maturity Reserve Trust pursuant to Section
4.01(d)(iii)(j).



(iv)       On each Distribution Date,
the Supplemental Interest Trust Trustee shall withdraw from the
Supplemental Interest Account the amounts equal to the Net Swap
Payment and the Swap Termination Payment payable by the
Supplemental Interest Trust Trustee that are required to be
deposited in the Supplemental Interest Account pursuant to this
Section 4.01 with respect to such Distribution Date and shall
distribute such amounts to the Swap Counterparty on such
Distribution Date.  On each Distribution Date, the
Supplemental Interest Trust Trustee shall withdraw from the
Supplemental Interest Account the Net Counterparty Payment and the
Swap Termination Payment payable by the Swap Counterparty and
received by the Supplemental Interest Trust Trustee from the Swap
Counterparty and deposited in the Supplemental Interest Account and
the initial deposit of $1,000 and shall distribute such amounts as
follows (provided the Swap Termination Payment shall be distributed
as provided in Section 3.30(c)): 



(a)        first, for
payment to the Swap Counterparty, any unpaid Swap Termination
Payment payable by the Supplemental Interest Trust Trustee,
including any amount remaining unpaid from prior Distribution Dates
(unless the Swap Counterparty is the Defaulting Party or the sole
Affected Party (each, as defined in the Swap Agreement)); and



(b)        second,



(A)       if the NIM Notes are
outstanding, for payment in the amounts and in accordance with
priorities (a) through (cc) of Section 4.01(d)(i) to the extent not
paid with Net Monthly Excess Cashflow on such Distribution Date;
provided the amount distributable to the Class C Certificates
pursuant to Section 4.01(d)(i)(cc) shall be equal to the lesser of
(I) the amount remaining after distribution of the amount in the
Supplemental Interest Account pursuant to Sections 4.01(d)(i)(a)
through (bb) on such Distribution Date and (II) the Class C NIM
Payment Amount for such Distribution Date; or



 



(B)       if the NIM Notes are not
outstanding, for payment in the amounts and in accordance with
priorities (a) through (aa) of Section 4.01(d)(i) to the extent not
paid with Net Monthly Excess Cashflow on such Distribution
Date.


 


provided, however, that the amount that shall
be distributed pursuant to Section 4.01(d)(iv)(b) priority (i)
cannot exceed the aggregate Realized Losses reduced by the
aggregate of amounts previously distributed pursuant to this
Section 4.01(d)(iv)(b) priority (i).


 


Any amounts in the Supplemental Interest
Account received from the Swap Counterparty and not distributed on
a Distribution Date after payments pursuant to Section
4.01(d)(iv)(b)(B) will remain in the Supplemental Interest Account
and be distributed pursuant to Section 4.01(d)(iv)(b)(B) on the
next Distribution Date.  On the Distribution Date on which the
Certificate Principal Balance of the Class A Certificates, the
Mezzanine Certificates and the Class B Certificates has been
reduced to zero, after making all other distributions on such
Distribution Date (including to the Class A Certificates, the
Mezzanine Certificates and the Class B Certificates out of the
Supplemental Interest Account), the Supplemental Interest Trust
Trustee shall distribute all remaining amounts in the Supplemental
Interest Account to itself.



(v)        On each Distribution
Date, all amounts representing Prepayment Charges in respect of the
Mortgage Loans received during the related Prepayment Period shall
be withdrawn from the Distribution Account and distributed by the
Trustee to the Class P Interest, and shall not be available for
distribution to any other Class of Certificates.  On each
Distribution Date, all amounts representing any Servicer Prepayment
Charge Payment Amounts paid by or collected by the Servicer during
the related Prepayment Period shall be withdrawn from the
Distribution Account and distributed by the Trustee to the Class P
Interest, and shall not be available for distribution to any other
Class of Certificates.  The payment of the foregoing amounts
in respect of such Regular Interests shall not reduce the
Uncertificated Principal Balance thereof.



(e)        [Reserved].



(f)         All
distributions made with respect to each Class of Certificates on
each Distribution Date shall be allocated pro rata among the
outstanding Certificates in such Class based on their respective
Percentage Interests.  Payments in respect of each Class of
Certificates on each Distribution Date will be made to the Holders
of the respective Class of record on the related Record Date
(except as otherwise provided in this Section 4.01 or
Section 9.01 respecting the final distribution on such Class),
based on the aggregate Percentage Interest represented by their
respective Certificates, and shall be made by wire transfer of
immediately available funds to the account of any such Holder at a
bank or other entity having appropriate facilities therefor, if
such Holder shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to
such Distribution Date and is the registered owner of Certificates
having an initial aggregate Certificate Principal Balance or
Notional Amount that is in excess of the lesser of
(i) $5,000,000 or (ii) two‐thirds of the Original
Class Certificate Principal Balance or Original Class Notional
Amount of such Class of Certificates, or otherwise by check mailed
by first class mail to the address of such Holder appearing in the
Certificate Register.  The final distribution on each
Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the Corporate Trust Office of
the Trustee or such other location specified in the notice to
Certificateholders of such final distribution.


Each distribution with respect to a
Book-Entry Certificate shall be paid to the Depository, which shall
credit 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.  All such credits and disbursements with
respect to a Book-Entry Certificate are to be made by the
Depository and the Depository Participants in accordance with the
provisions of the Certificates.  None of the Trustee, the
Delaware Trustee, the Depositor, the Servicer or the Seller shall
have any responsibility therefor except as otherwise provided by
applicable law.



(g)        The rights of the
Certificateholders to receive distributions in respect of the
Certificates, and all interests of the Certificateholders in such
distributions, shall be as set forth in this Agreement.  None
of the Holders of any Class of Certificates, the Trustee, the
Delaware Trustee or the Servicer shall in any way be responsible or
liable to the Holders of any other Class of Certificates in respect
of amounts properly previously distributed on the Certificates.



(h)        Except as otherwise
provided in Section 9.01, whenever the Trustee expects that
the final distribution with respect to any Class of Certificates
shall be made on the next Distribution Date, the Trustee shall, no
later than three (3) days before the related Distribution Date,
mail to the NIMS Insurer and each Holder on such date of such Class
of Certificates a notice to the effect that:



(i)         the Trustee
expects 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 Trustee therein specified, and



(ii)        no interest shall
accrue on such Certificates from and after the end of the related
Accrual Period.


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 by
the Trustee 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(h) shall not have been surrendered for
cancellation within six months after the time specified in such
notice, the Trustee 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 one year after
the second notice all such Certificates shall not have been
surrendered for cancellation, the Trustee shall, directly or
through an agent, mail a final notice to the remaining
non‐tendering Certificateholders concerning surrender of
their Certificates but shall continue to hold any remaining funds
for the benefit of non‐tendering Certificateholders. 
The costs and expenses of maintaining the funds in trust and of
contacting such Certificateholders shall be paid out of the assets
remaining in such trust fund.  If within one year after the
final notice any such Certificates shall not have been surrendered
for cancellation, the Trustee shall pay to WaMu Capital Corp. and
Goldman, Sachs & Co., equally, all such amounts, and all rights
of non‐tendering Certificateholders in or to such amounts
shall thereupon cease.  No interest shall accrue or be payable
to any Certificateholder on any amount held in trust by the Trustee
as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with
this Section 4.01(h).



(i)         Notwithstanding
anything to the contrary herein, (i) in no event shall the
Certificate Principal Balance of a Mezzanine Certificate or a Class
B Certificate be reduced more than once in respect of any
particular amount both (a) allocated to such Certificate in
respect of Realized Losses pursuant to Section 4.06 and
(b) distributed to such Certificate in reduction of the
Certificate Principal Balance thereof pursuant to this
Section 4.01, and (ii) in no event shall the
Uncertificated Principal Balance of a REMIC Regular Interest be
reduced more than once in respect of any particular amount both
(a) allocated to such REMIC Regular Interest in respect of
Realized Losses pursuant to Section 4.06 and
(b) distributed on such REMIC Regular Interest in reduction of
the Uncertificated Principal Balance thereof pursuant to
Section 4.05.



(j)         Any amounts
distributed to REMIC CX on any Distribution Date in respect of
the Class C Interest under Section 4.01(d)(i) shall, on such
Distribution Date, be distributed by REMIC CX to the Holders
of the Class C Certificates.  Any amounts remaining in REMIC
CX shall be distributed to the Holders of the Class R-CX
Certificates in respect of the Class R-CX Interest.  Any
amounts distributed to REMIC PX on any Distribution Date in respect
of the Class P Interest shall, on such Distribution Date, be
distributed by REMIC PX to the Holders of the Class P
Certificates.  Any amounts remaining in REMIC PX shall be
distributed to the Holders of the Class R-PX Certificates in
respect of the Class R-PX Interest.  Any amounts distributed
to REMIC SwapX on any Distribution Date in respect of the
Class Swap IO Interest under Section 4.01(d)(i) shall, on such
Distribution Date, be distributed by REMIC CX to the Holders
of the Class C Certificates.  Any amounts remaining in REMIC
CX shall be distributed to the Holders of the Class R-CX
Certificates in respect of the Class R-CX Interest.  For the
avoidance of doubt, the provisions of Sections 4.01(f), 4.01(g) and
4.01(h) shall apply to the Class C Certificates and the Class P
Certificates.



(k)        For purposes of
distributions pursuant to Section 4.01(d)(iv)(b) and for purposes
of determining the Class C NIM Payment Amount, the Trustee shall
use, and shall be entitled to rely on, the information provided to
the Trustee by or on behalf of (i) the Holders of all of the Class
C Certificates as to whether and when the NIM Notes have been
issued and outstanding and (ii) the indenture trustee under the
Indenture with respect to the amount necessary to pay in full the
NIM Notes as provided in the Indenture and to pay in full any
amounts owed to the NIMS Insurer as provided in the
Indenture.  The Trustee shall determine the Class C NIM
Payment Amount for any Distribution Date using the most current
information with respect to such amounts available to the Trustee
on such Distribution Date.


Section
4.02         
Preference Claims.

The Trustee shall promptly notify the NIMS
Insurer of any proceeding or the institution of any action, of
which a Responsible Officer of the Trustee has actual knowledge,
seeking the avoidance as a preferential transfer under applicable
bankruptcy, insolvency, receivership or similar law (a
“Preference Claim”) of any distribution made with
respect to the Class C Certificates or the Class P
Certificates.  Each Holder of the Class C Certificates or the
Class P Certificates, by its purchase of such Certificates, the
Servicer, the Trustee and the Delaware Trustee hereby agree that
the NIMS Insurer may at any time during the continuation of any
proceeding relating to a Preference Claim direct all matters
relating to such Preference Claim, including, without limitation,
(i) the direction of any appeal of any order relating to such
Preference Claim and (ii) the posting of any surety,
supersedeas or performance bond pending any such appeal.  In
addition and without limitation of the foregoing, the NIMS Insurer
shall be subrogated to the rights of the Servicer, the Trustee, the
Delaware Trustee and each Holder of the Class C Certificates and
the Class P Certificates in the conduct of any such Preference
Claim, including, without limitation, all rights of any party to an
adversary proceeding action with respect to any court order issued
in connection with any such Preference Claim; provided, however,
that the NIMS Insurer will not have any rights with respect to any
Preference Claim set forth in this paragraph unless the Trustee, as
indenture trustee or indenture administrator with respect to the
Insured NIM Notes or the holder of any Insured NIM Notes has been
required to relinquish a distribution made on the Class C
Certificates, the Class P Certificates or the Insured NIM Notes, as
applicable, and the NIMS Insurer made a payment in respect of such
relinquished amount.


Section
4.03         
Statements.


(a)        On each Distribution
Date, the Trustee shall prepare and make available to each Holder
of the Regular Certificates, the Servicer, the NIMS Insurer, the
Swap Counterparty, the indenture trustee under the Indenture and
the Rating Agencies a statement by electronic medium (as set forth
in the penultimate paragraph of this Section 4.03(a)), based on
information provided to the Trustee by the Servicer or the Swap
Counterparty, as to the distributions made on such Distribution
Date:



(i)           the
record dates, the accrual period, the determination date and the
distribution date;



(ii)          
the amount of the distribution made on such Distribution Date to
the Holders of each Class of Regular Certificates, separately
identified, allocable to principal and the amount of the
distribution made to the Holders of the Class P Certificates
allocable to Prepayment Charges and Servicer Prepayment Charge
Payment Amounts;



(iii)          the
amount of the distribution made on such Distribution Date to the
Holders of each Class of Regular Certificates (other than the Class
P Certificates), allocable to interest and the Pass-Through Rates,
separately identified;



(iv)          the
Overcollateralized Amount, the Overcollateralization Release
Amount, the Overcollateralization Deficiency Amount and the
Overcollateralization Target Amount as of such Distribution Date
and the Excess Overcollateralized Amount for the Mortgage Pool for
such Distribution Date;



(v)          by Loan
Group and in the aggregate amount of servicing compensation
received by the Servicer with respect to the related Due Period and
such other customary information as the Trustee deems necessary or
desirable, or which a Certificateholder reasonably requests, to
enable Certificateholders to prepare their tax returns;



(vi)          the
Group I Interest Remittance Amount and the Group II Interest
Remittance Amount and the Group I Principal Remittance Amount and
the Group II Principal Remittance Amount for such Distribution
Date;



(vii)         the aggregate
amount of Advances and Servicing Advances for the related Due
Period, the amount of unrecovered Advances and Servicing Advances
(after giving effect to Advances and Servicing Advances made on the
Distribution Date) outstanding and the amount of Nonrecoverable
Advances and Servicing Advances for such Distribution Date;



(viii)        the number and
aggregate Stated Principal Balance of the Group I Mortgage Loans,
the Group II Mortgage Loans and all Mortgage Loans at the Close of
Business at the end of the related Due Period and at the beginning
of the related Due Period;



(ix)          the
number, aggregate principal balance, weighted average remaining
term to maturity and weighted average Mortgage Rate of the Mortgage
Loans as of the related Determination Date;



(x)          by Loan
Group and in the aggregate, the number and aggregate unpaid
principal balance of Mortgage Loans (a) delinquent 30‐59
days, (b) delinquent 60‐89 days, (c) delinquent
90-119 days and (d) 120 or more days in each case, as of the
last day of the preceding calendar month provided, however that any
aggregate unpaid principal balance of Mortgage Loans shall be
reported as of the last day of the related Due Period, (d) as
to which foreclosure proceedings have been commenced and
(e) with respect to which the related Mortgagor has filed for
protection under applicable bankruptcy laws, with respect to whom
bankruptcy proceedings are pending or with respect to whom
bankruptcy protection is in force;



(xi)          with
respect to any Mortgage Loan that became an REO Property during the
preceding Prepayment Period, the unpaid principal balance and the
Principal Balance of such Mortgage Loan as of the date it became an
REO Property;



(xii)         the total
number and cumulative principal balance of all REO Properties as of
the Close of Business of the last day of the preceding Prepayment
Period;



(xiii)        by Loan Group and
in the aggregate, the aggregate amount of Principal Prepayments
made during the related Prepayment Period;



(xiv)        by Loan Group and
in the aggregate, the aggregate amount of principal and interest
Realized Losses incurred during the related Prepayment Period and
the cumulative amount of principal and interest Realized
Losses;



(xv)         the aggregate
amount of Extraordinary Trust Fund Expenses withdrawn from the
Collection Account or the Distribution Account for such
Distribution Date;



(xvi)        the Certificate
Principal Balance of the Class A Certificates, the Mezzanine
Certificates, the Class B Certificates and the Class C
Certificates, before and after giving effect to the distributions
made on such Distribution Date, and the Notional Amount of the
Class C Certificates, after giving effect to the distributions made
on such Distribution Date;



(xvii)       the Monthly Interest
Distributable Amount in respect of the Class A Certificates, the
Mezzanine Certificates, the Class B Certificates and the Class C
Certificates for such Distribution Date and the Unpaid Interest
Shortfall Amount, if any, with respect to the Class A Certificates,
the Mezzanine Certificates and the Class B Certificates for such
Distribution Date;



(xviii)      by Loan Group and in the
aggregate, the aggregate amount of any Net Prepayment Interest
Shortfalls for such Distribution Date, to the extent not covered by
payments by the Servicer pursuant to Section 3.24, and the
aggregate amount of any Relief Act Interest Shortfalls for such
Distribution Date;



(xix)        the Credit
Enhancement Percentage for such Distribution Date;



(xx)         the related
Net WAC Rate Carryover Amount for the Class A Certificates, the
Mezzanine Certificates and the Class B Certificates, if any, for
such Distribution Date and the amount remaining unpaid after
reimbursements therefor on such Distribution Date;



(xxi)        the Trustee Fee,
the Servicer Fee and the PMI Insurer Fee on such Distribution
Date;



(xxii)       whether a Stepdown Date
or a Trigger Event has occurred;



(xxiii)      the Available Funds;



(xxiv)      the respective
Pass‐Through Rates applicable to the Class A Certificates,
the Mezzanine Certificates, the Class B Certificates and the Class
C Certificates for such Distribution Date and the
Pass‐Through Rate applicable to the Class A Certificates, the
Mezzanine Certificates and the Class B Certificates for the
immediately succeeding Distribution Date;



(xxv)       by Loan Group and in the
aggregate, the Principal Balance of Mortgage Loans repurchased by
the Seller;



(xxvi)      any other information that is
required by the Code and regulations thereunder to be made
available to Certificateholders;



(xxvii)     the amount on deposit in the
Reserve Fund;



(xxviii)     (A) the dollar amount of payments
received related to claims under the PMI Policy during the related
Prepayment Period (and the number of Mortgage Loans to which such
payments related), (B) the aggregate dollar amount of payments
received related to claims under the PMI Policy since the Cut-off
Date (and the number of Mortgage Loans to which such payments
related); and (C) the amount of coverage remaining under the PMI
Policy;



(xxix)      (A) the dollar amount of
claims made under the PMI Policy that were denied during the
related Prepayment Period (and the number of Mortgage Loans to
which such denials related) and (B) the aggregate dollar amount of
claims made under the PMI Policy that were denied since the Cut-off
Date (and the number of Mortgage Loans to which such denials
related);



(xxx)       the amount of Subsequent
Recoveries and Gross Subsequent Recoveries for the related
Prepayment Period and the cumulative amount of Subsequent
Recoveries and Gross Subsequent Recoveries in the aggregate and for
each of Loan Group I and Loan Group II;



(xxxi)      the Group I Swap Payment, the
Group II Swap Payment, the Swap Payment, the Counterparty Payment,
the Group I Net Swap Payment, the Group II Net Swap Payment, the
Net Swap Payment and the Net Counterparty Payment for such
Distribution Date; the Group I Swap Termination Payment paid on
such Distribution Date, the Group II Swap Termination Payment paid
on such Distribution Date, the Swap Termination Payment and the
Swap Termination Payment remaining unpaid from prior Distribution
Dates, and in each case whether payable by the Supplemental
Interest Trust Trustee or by the Swap Counterparty; and any
Counterparty Payments unpaid from prior Distribution Dates; and



(xxxii)     the Group I Final Maturity Reserve
Amount, the Group II Final Maturity Reserve Amount, the
Supplemental Final Maturity Reserve Amount, the Aggregate Final
Maturity Reserve Amount and the aggregate amount on deposit in the
Final Maturity Reserve Account for such Distribution Date.


The Trustee shall make such statement (and,
at its option, any additional files containing the same information
in an alternative format) available each month to
Certificateholders, the Servicer, the NIMS Insurer, the Swap
Counterparty and the Rating Agencies via the Trustee’s
internet website.  The Trustee’s internet website shall
initially be located at https://www.tss.db.com/invr. 
Assistance in using the website can be obtained by calling the
Trustee’s customer service desk at
1‐800‐735‐7777.  Parties that are unable to
use the above distribution options are entitled to have a paper
copy mailed to them via first class mail by calling the customer
service desk and indicating such.  The Trustee shall have the
right to change the way such statements are distributed in order to
make such distribution more convenient and/or more accessible to
the above parties and the Trustee shall provide timely and adequate
notification to all above parties regarding any such changes.


In the case of information furnished
pursuant to subclauses (i) through (iii) above, the
amounts shall be expressed in a separate section of the report
as a dollar amount for each Class for each $1,000 original dollar
amount as of the Closing Date.



(b)        Within a reasonable
period of time after the end of each calendar year, the Trustee
shall, upon written request, furnish to each Person who at any time
during the calendar year was a Certificateholder of a Regular
Certificate, if requested in writing by such Person, such
information as is reasonably necessary to provide to such Person a
statement containing the information set forth in subclauses
(i) through (ii) above, aggregated for such calendar year
or applicable portion thereof during which such Person was a
Certificateholder.  Such obligation of the Trustee shall be
deemed to have been satisfied to the extent that substantially
comparable information shall be prepared and furnished by the
Trustee to Certificateholders pursuant to any requirements of the
Code as are in force from time to time.



(c)        On each Distribution
Date, the Trustee shall forward to the Holders of the Residual
Certificates and the NIMS Insurer a copy of the reports forwarded
to the Regular Certificateholders in respect of such Distribution
Date with such other information as the Trustee deems necessary or
appropriate.



(d)        Within a reasonable
period of time after the end of each calendar year, the Trustee
shall deliver to each Person who at any time during the calendar
year was a Holder of a Residual Certificate, if requested in
writing by such Person, such information as is reasonably necessary
to provide to such Person 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 Holder of a Residual Certificate.  Such
obligation of the Trustee shall be deemed to have been satisfied to
the extent that substantially comparable information shall be
prepared and furnished to Certificateholders by the Trustee
pursuant to any requirements of the Code as from time to time in
force.



(e)        On each Distribution
Date the Trustee 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 Trustee and Bloomberg.


Section
4.04         
Remittance Reports; Advances.


(a)        On or before the 18th
day of each calendar month commencing in January 2007, or if such
18th day is not a Business Day, the Business Day immediately
following such 18th day, but in no event later than such date which
would allow the Trustee to submit a claim to the NIMS Insurer under
the Indenture, the Servicer shall deliver to the NIMS Insurer and
the Trustee by telecopy or electronic mail (or by such other means
as the Servicer, the NIMS Insurer and the Trustee, as the case may
be, may agree from time to time) a Remittance Report with respect
to the related Distribution Date.  Not later than each
Servicer Remittance Date (or, in the case of certain information,
as agreed between the Trustee and the Servicer, not later than four
Business Days after the end of each Due Period), the Servicer shall
deliver or cause to be delivered to the Trustee in addition to the
information provided on the Remittance Report, such other
information reasonably available to it with respect to the Mortgage
Loans as the Trustee may reasonably require to perform the
calculations necessary to make the distributions contemplated by
Section 4.01 and to prepare the statements to
Certificateholders contemplated by Section 4.03.  The
Trustee shall not be responsible to recompute, recalculate or
verify any information provided to it by the Servicer.



(b)        The amount of
Advances to be made by the Servicer for any Distribution Date shall
equal, subject to Section 4.04(d), the sum of (i) the
aggregate amount of Monthly Payments (with each interest portion
thereof net of the related Servicing Fee), due on the related Due
Date in respect of the Mortgage Loans (other than with respect to
any Balloon Loan with a delinquent Balloon Payment as described in
clause (iii) below), which Monthly Payments were delinquent as of
the close of business on the related Determination Date, plus
(ii) with respect to each REO Property (other than with
respect to any REO Property relating to a Balloon Loan with a
delinquent Balloon Payment as described in clause (iv) below),
which REO Property was acquired during or prior to the related
Prepayment Period and as to which such REO Property an REO
Disposition did not occur during the related Prepayment Period, an
amount equal to the excess, if any, of the Monthly Payments (with
each interest portion thereof net of the related Servicing Fee)
that would have been due on the related Due Date in respect of the
related Mortgage Loans, over the net income from such REO Property
transferred to the Distribution Account pursuant to
Section 3.23 for distribution on such Distribution Date, plus
(iii) with respect to each Balloon Loan with a delinquent
Balloon Payment, an amount equal to the assumed monthly principal
and interest payment (with each interest portion thereof net of the
related Servicing Fee) that would have been due on the related Due
Date based on the original principal amortization schedule for such
Balloon Loan assuming such Mortgage Loan was not a Balloon Loan,
plus (iv) with respect to each REO Property relating to a Balloon
Loan with a delinquent Balloon Payment, which REO Property was
acquired during or prior to the related Prepayment Period and as to
which REO Property an REO Disposition did not occur during the
related Prepayment Period, an amount equal to the excess, if any,
of the assumed monthly principal and interest payment (with each
interest portion thereof net of the related Servicing Fee) that
would have been due on the related Due Date based on the original
principal amortization schedule for the related Balloon Loan
assuming such Mortgage Loan was not a Balloon Loan, over the net
income from such REO Property transferred to the Distribution
Account pursuant to Section 3.23 for distribution on such
Distribution Date. 


On or before 3:00 p.m. New York time on the
Servicer Remittance Date, the Servicer shall remit in immediately
available funds to the Trustee for deposit in the Distribution
Account an amount equal to the aggregate amount of Advances, if
any, to be made in respect of the Mortgage Loans and REO Properties
for the related Distribution Date either (i) from its own
funds or (ii) from the Collection Account, to the extent of
funds held therein for future distribution (in which case, it will
cause to be made an appropriate entry in the records of Collection
Account that amounts held for future distribution have been, as
permitted by this Section 4.04, used by the Servicer in
discharge of any such Advance) or (iii) in the form of any
combination of (i) and (ii) aggregating the total amount
of Advances to be made by the Servicer with respect to the Mortgage
Loans and REO Properties.  Any amounts held for future
distribution and so used shall be appropriately reflected in the
Servicer’s records and replaced by the Servicer by deposit in
the Collection Account on or before any future Servicer Remittance
Date to the extent that the Available Funds for the related
Distribution Date (determined without regard to Advances to be made
on the Servicer Remittance Date) shall be less than the total
amount that would be distributed to the Classes of
Certificateholders pursuant to Section 4.01 on such
Distribution Date if such amounts held for future distributions had
not been so used to make Advances.  The Trustee will provide
notice to the NIMS Insurer and the Servicer by telecopy by the
close of business on any Servicer Remittance Date in the event that
the amount remitted by the Servicer to the Trustee on such date is
less than the Advances required to be made by the Servicer for the
related Distribution Date. 



(c)        The obligation of the
Servicer to make such Advances is mandatory, notwithstanding any
other provision of this Agreement but subject to
Section 4.04(d) below, and, with respect to any Mortgage Loan,
shall continue until the payment of the Mortgage Loan in full or
the recovery of all Liquidation Proceeds thereon.



(d)        Notwithstanding
anything herein to the contrary, no Advance or Servicing Advance
shall be required to be made hereunder by the Servicer if such
Advance or Servicing Advance would, if made, constitute a
Nonrecoverable Advance.  The determination by the Servicer
that it has made a Nonrecoverable Advance or that any proposed
Advance or Servicing Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by an Officer’s
Certificate of the Servicer delivered to the NIMS Insurer, the
Depositor and the Trustee.


Section
4.05         
Distributions on the REMIC Regular Interests.

(a)        On
each Distribution Date, the Trustee shall cause the sum of the
Group I Interest Remittance Amount and the Group I Principal
Remittance Amount, in the following order of priority, to be
distributed by REMIC 1 to REMIC 2 on account of the REMIC 1 Group I
Regular Interests and distributed to the Holders of the Class R
Certificates (in respect of the Class R-1 Interest), as the case
may be:



(1)        to Holders of REMIC 1
Regular Interest IX, and each of REMIC 1 Regular Interest I-1-A
through I-59-B, pro rata, in an amount equal to (A)
Uncertificated Interest for such REMIC 1 Regular Interests for such
Distribution Date, plus (B) any amounts payable in respect thereof
remaining unpaid from previous Distribution Dates.



(2)        to the extent of
amounts remaining after the distributions made pursuant to clause
(1) above, payments of principal shall be allocated in such a
manner so that (i) the sum of the Uncertificated Balances of the
REMIC 1 Regular Interests with the designation “A” for
which the Rate Change Dates have not yet occurred is always equal
to one-half the Swap Notional Amount and (ii) the Uncertificated
Balance of each REMIC 1 Regular Interest with the designation
“B” is the same as the Uncertificated Balance of the
REMIC 1 Regular Interest with the designation “A” and
the same numerical denomination; and



(3)        to the Holders of
REMIC 1 Regular Interest IX, (A) all amounts representing
Prepayment Charges in respect of the Group I Mortgage Loans
received during the related Prepayment Period and (B) on the
Distribution Date immediately following the expiration of the
latest Prepayment Charge as identified on the Prepayment Charge
Schedule or any Distribution Date thereafter until $100 has been
distributed pursuant to this clause.



(b)        On each Distribution
Date, the Trustee shall cause the sum of the Group II Interest
Remittance Amount and the Group II Principal Remittance Amount, in
the following order of priority, to be distributed by REMIC 1 to
REMIC 2 on account of the REMIC 1 Group II Regular Interests
and distributed to the holders of the Class R Certificates (in
respect of the Class R-1 Interest), as the case may be:



(1)        to Holders of REMIC 1
Regular Interest IIX and each of REMIC 1 Regular Interest II-1-A
through II-59-B, pro rata, in an amount equal to (A)
Uncertificated Interest for such REMIC 1 Regular Interests for such
Distribution Date, plus (B) any amounts payable in respect thereof
remaining unpaid from previous Distribution Dates.



(2)        to the extent of
amounts remaining after the distributions made pursuant to clause
(1) above, payments of principal shall be allocated in such a
manner so that (i) the sum of the Uncertificated Balances of the
REMIC 1 Regular Interests with the designation “A” for
which the Rate Change Dates have not yet occurred is always equal
to one-half the Swap Notional Amount and (ii) the Uncertificated
Balance of each REMIC 1 Regular Interest with the designation
“B” is the same as the Uncertificated Balance of the
REMIC 1 Regular Interest with the designation “A” and
the same numerical denomination.



(3)        to the Holders of
REMIC 1 Regular Interest IIX, (A) all amounts representing
Prepayment Charges in respect of the Group II Mortgage Loans
received during the related Prepayment Period and (B) on the
Distribution Date immediately following the expiration of the
latest Prepayment Charge as identified on the Prepayment Charge
Schedule or any Distribution Date thereafter until $100 has been
distributed pursuant to this clause.



(c)        On each Distribution
Date, the following amounts, in the following order of priority,
shall be distributed by REMIC 2 to REMIC 3 on account of the REMIC
2 Regular Interests and distributed to the Holders of the Class R
Certificates (in respect of the Class R-2 Interest), as the case
may be:



(i)         first, to the
Holders of REMIC 2 Regular Interest Swap-IO, in an amount equal to
(A) Uncertificated Accrued Interest for such REMIC 2 Regular
Interest for such Distribution Date, plus (B) any amounts in
respect thereof remaining unpaid from previous Distribution Dates;
second, to the Holders of REMIC 2 Regular Interest FMR-IO, in an
amount equal to (A) Uncertificated Accrued Interest for such REMIC
2 Regular Interest for such Distribution Date, plus (B) any amounts
in respect thereof remaining unpaid from previous Distribution
Dates; and third to the Holders of REMIC 2 Regular Interests AA,
A-IA, A-IIA1, A-IIA2, A-IIA3, A‐IIA4, M1, M2, M3, M4, M5, M6,
M7, M8, M9, B1, B2, and ZZ, pro rata, in an amount equal to
(A) the Uncertificated 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 2 Regular Interest ZZ shall be reduced
and deferred when the REMIC 2 Overcollateralized Amount is less
than the REMIC 2 Overcollateralization Target Amount, by the lesser
of (x) the amount of such difference and (y) the Maximum ZZ
Uncertificated Interest Deferral Amount and such amount shall be
payable to the Holders of REMIC 2 Regular Interests A-IA, A-IIA1,
A-IIA2, A-IIA3, A‐IIA4, M1, M2, M3, M4, M5, M6, M7, M8, M9,
B1, and B2 in the same proportion as the Extra Principal
Distribution Amount is allocated to the Corresponding Certificates
and the Uncertificated Principal Balance of the REMIC 2 Regular
Interest ZZ shall be increased by such amount;



(ii)        to the Holders of
REMIC 2 Regular Interests 1SUB, 1GRP, 2SUB, 2GRP and XX, pro
rata, in an amount equal to (A) the Uncertificated Accrued
Interest for such Distribution Date, plus (B) any amounts in
respect thereof remaining unpaid from previous Distribution
Dates;



(iii)       to the Holders of REMIC 2
Regular Interests, in an amount equal to 50% of the remainder of
the Available Funds such Distribution Date after the distributions
made pursuant to clauses (i) and (ii) above, allocated as
follows:



(1)        98.00% of such
remainder to the Holders of REMIC 2 Regular Interest AA until the
Uncertificated Balance of such REMIC 2 Regular Interest is reduced
to zero, provided, however, that REMIC 2 Regular Interest AA shall
not be reduced until the Distribution Date immediately following
the expiration of the latest Prepayment Charge as identified on the
Prepayment Charge Schedule or any Distribution Date thereafter, at
which point such amount shall be distributed to REMIC 2 Regular
Interest AA, until $100 has been distributed pursuant to this
clause;



(2)        2.00% of such
remainder, first, to the Holders of REMIC 2 Regular Interest A-IA,
A-IIA1, A-IIA2, A-IIA3, A-IIA4, M1, M2, M3, M4, M5, M6, M7, M8, M9,
B1, and B2, 1.00% and in the same proportion as principal payments
are allocated to the Corresponding Certificates, until the
Uncertificated Balances of such REMIC 2 Regular Interests are
reduced to zero and second, to the Holders of REMIC 2 Regular
Interest ZZ, until the Uncertificated Balance of such REMIC 2
Regular Interest is reduced to zero; and



(3)        any remaining amount
to the Holders of the Class R Certificates (in respect of the Class
R-2 Interest);



(iv)       to the Holders of REMIC 2
Regular Interests, in an amount equal to 50% of the remainder of
the Available Funds such Distribution Date after the distributions
made pursuant to clauses (i) and (ii) above, allocated as
follows:



(1)        first to the Holders
of REMIC 2 Regular Interests 1SUB, 1GRP, 2SUB, 2GRP in such a
manner as to keep the Uncertificated Principal Balance of each
REMIC 2 Regular Interest with the designation “GRP”
equal to 0.01% of the aggregate Stated Principal Balance of the
Mortgage Loans in the related Loan Group (determined as of the
current Distribution Date), and the Uncertificated Principal
Balance of each REMIC 2 Regular Interest with the designation
“SUB” equal to 0.01% of the excess of (x) the aggregate
Stated Principal Balance of the Mortgage Loans in the related Loan
Group over (y) the current Certificate Principal Balance of the
Class A Certificates in the related Loan Group (except that if any
such excess is a larger number than in the preceding distribution
period, the least amount of principal shall be distributed to such
REMIC 2 Regular Interests such that the REMIC 2 Subordinated Ratio
is maintained); and then to the Holder of REMIC 2 Regular Interest
XX, in each case until the Uncertificated Principal Balance of the
REMIC 2 Regular Interest has been reduced to zero; and


(2)
       any remaining amount to the
Holder of the Class R Certificates (in respect of the Class R-2
Interest); and



(v)        to the Holder of the
REMIC 2 Regular Interest AA, all amounts representing Prepayment
Charges in respect of the Mortgage Loans received during the
related Prepayment Period, provided that the payment of such
amounts shall not reduce the Uncertificated Principal Balance of
such REMIC 2 Regular Interest.


Section
4.06         
Allocation of Realized Losses.


(a)        Prior to each
Determination Date, the Servicer shall determine as to each
Mortgage Loan and REO Property:  (i) the total amount of
Realized Losses, if any, incurred in connection with any Final
Recovery Determinations made during the related Prepayment Period;
(ii) whether and the extent to which such Realized Losses
constituted Bankruptcy Losses; and (iii) the respective
portions of such Realized Losses allocable to interest and
allocable to principal.  Prior to each Determination Date, the
Servicer shall also determine as to each Mortgage Loan: 
(i) the total amount of Realized Losses, if any, incurred in
connection with any Deficient Valuations made during the related
Prepayment Period; and (ii) the total amount of Realized
Losses, if any, incurred in connection with Debt Service Reductions
in respect of Monthly Payments due during the related Due
Period.  The information described in the two preceding
sentences that is to be supplied by the Servicer shall be evidenced
by an Officer’s Certificate delivered to the NIMS Insurer and
the Trustee by the Servicer prior to the Determination Date
immediately following the end of (i) in the case of Bankruptcy
Losses allocable to interest, the Due Period during which any such
Realized Loss was incurred, and (ii) in the case of all other
Realized Losses, the Prepayment Period during which any such
Realized Loss was incurred.



(b)        If on any
Distribution Date after giving effect to all Realized Losses
incurred with respect to the Mortgage Loans during or prior to the
related Due Period and distributions of principal with respect to
the Class A Certificates, the Mezzanine Certificates and the Class
B Certificates on such Distribution Date, the Uncertificated
Principal Balance of the Class C Interest is equal to zero,
Realized Losses equal to the Undercollateralized Amount shall be
allocated by the Trustee on such Distribution Date as
follows:  first, to the Class B‐2 Certificates, until
the Certificate Principal Balance thereof has been reduced to zero,
second, to the Class B-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero, third, to the
Class M-9 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero, fourth, to the Class M-8
Certificates, until the Certificate Principal Balance thereof has
been reduced to zero, fifth, to the Class M‐7 Certificates,
until the Certificate Principal Balance thereof has been reduced to
zero, sixth, to the Class M‐6 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero,
seventh, to the Class M‐5 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero, eighth, to the
Class M-4 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero, ninth, to the Class M-3
Certificates until the Certificate Principal Balance thereof has
been reduced to zero, tenth, to the Class M‐2 Certificates,
until the Certificate Principal Balance thereof has been reduced to
zero, and eleventh, to the Class M‐1 Certificates, until the
Certificate Principal Balance thereof has been reduced to
zero.  All Realized Losses to be allocated to the Certificate
Principal Balances of the Mezzanine Certificates and the Class B
Certificates on any Distribution Date shall be so allocated after
the actual distributions to be made on such date as provided in
Section 4.01.  All references above to the Certificate
Principal Balance of the Mezzanine Certificates and the Class B
Certificates shall be to the Certificate Principal Balance of the
Mezzanine Certificates and the Class B Certificates immediately
prior to the relevant Distribution Date, before reduction thereof
by any Realized Losses or increase thereof by any Subsequent
Recoveries, in each case to be allocated to such Mezzanine
Certificates and the Class B Certificates on such Distribution
Date.


Any
allocation of Realized Losses to a Mezzanine Certificate or Class B
Certificate on any Distribution Date shall be made by reducing the
Certificate Principal Balance thereof by the amount so
allocated.  No allocations of any Realized Losses shall be
made to the Class A Certificates or the Class P
Certificates.  Any Realized Losses that reduce the
distributions in respect of and/or the Uncertificated Principal
Balance of the Class C Interest, shall be allocated by the Trustee
to reduce the distributions in respect of and/or the Certificate
Principal Balance of the Class C Certificates.



(c)       
(i)         Realized Losses
on the Group I Mortgage Loans shall be allocated by the Trustee on
each Distribution Date to REMIC 1 Regular Interest IX.  If the
Uncertificated Principal Balance of REMIC 1 Regular Interest IX has
been reduced to zero, Realized Losses on the Group I Mortgage Loans
shall be allocated to the remaining REMIC 1 Group I Regular
Interests in ascending numerical order, in each case until the
Uncertificated Principal Balance of such REMIC 1 Regular Interest
has been reduced to zero.  Realized Losses on the Group II
Mortgage Loans shall be allocated by the Trustee on each
Distribution Date to REMIC 1 Regular Interest IIX.  If the
Uncertificated Principal Balance of REMIC 1 Regular Interest IIX
has been reduced to zero, Realized Losses on the Group II Mortgage
Loans shall be allocated to the remaining REMIC 1 Group II Regular
Interests in ascending numerical order, in each case until the
Uncertificated Principal Balance of such REMIC 1 Regular Interest
has been reduced to zero.



           
(ii)        50% of all Realized
Losses on the Mortgage Loans shall be allocated by the Trustee on
each Distribution Date to the following REMIC 2 Regular Interests
in the specified percentages, as follows:


first, to
Uncertificated Accrued Interest payable to the REMIC 2 Regular
Interest AA and ZZ up to an aggregate amount equal to the REMIC 2
Interest Loss Allocation Amount, 98% and 2%, respectively;


second,
to the Uncertificated Principal Balances of the REMIC 2 Regular
Interest AA and ZZ up to an aggregate amount equal to the REMIC 2
Principal Loss Allocation Amount, 98% and 2%, respectively;


third, to
the Uncertificated Principal Balances of REMIC 2 Regular Interest
AA, B2 and ZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 2 Regular Interest B2 has
been reduced to zero;


fourth,
to the Uncertificated Principal Balances of REMIC 2 Regular
Interest AA, B1 and ZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 2 Regular Interest B1 has
been reduced to zero;


fifth, to
the Uncertificated Principal Balances of REMIC 2 Regular Interest
AA, M9 and ZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 2 Regular Interest M9 has
been reduced to zero;


sixth, to
the Uncertificated Principal Balances of REMIC 2 Regular Interest
AA, M8 and ZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 2 Regular Interest M8 has
been reduced to zero;


seventh,
to the Uncertificated Principal Balances of REMIC 2 Regular
Interest AA, M7 and ZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 2 Regular Interest M7 has
been reduced to zero;


eighth,
to the Uncertificated Principal Balances of REMIC 2 Regular
Interest AA, M6 and ZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 2 Regular Interest M6 has
been reduced to zero;


ninth, to
the Uncertificated Principal Balances of REMIC 2 Regular Interest
AA, M5 and ZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 2 Regular Interest M5 has
been reduced to zero;


tenth, to
the Uncertificated Principal Balances of REMIC 2 Regular Interest
AA, M4 and ZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 2 Regular Interest M4 has
been reduced to zero;


eleventh,
to the Uncertificated Principal Balances of REMIC 2 Regular
Interest AA, M3 and ZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 2 Regular Interest M3 has
been reduced to zero;


twelfth,
to the Uncertificated Principal Balances of REMIC 2 Regular
Interest AA, M2 and ZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 2 Regular Interest M2 has
been reduced to zero; and



thirteenth, to the Uncertificated Principal Balances of REMIC 2
Regular Interest AA, M1 and ZZ, 98%, 1% and 1%, respectively, until
the Uncertificated Principal Balance of REMIC 2 Regular Interest M1
has been reduced to zero.



(iii)       50% of all Realized
Losses on the Mortgage Loans shall be allocated by the Trustee on
each Distribution Date to REMIC 2 Regular Interest 1GRP, 1SUB,
2GRP, REMIC 2 Regular Interest 2SUB, and REMIC 2 Regular Interest
XX, as follows:


after all
distributions have been made on such Distribution Date, Realized
Losses shall be applied in such a manner as to keep the
Uncertificated Principal Balance of each REMIC 2 Regular Interest
ending with the designation “GRP” equal to 0.01% of the
aggregate Stated Principal Balance of the Mortgage Loans in the
related Loan Group (determined as of the current Distribution
Date), and the Uncertificated Principal Balance of each REMIC 2
Regular Interest ending with the designation “SUB”
equal to 0.01% of the excess of (x) the aggregate Stated Principal
Balance of the Mortgage Loans in the related Loan Group as of the
current Distribution Date over (y) the Certificate Principal
Balance of the Senior Certificates related to such Loan Group
immediately prior to such Distribution Date (except that if such
excess is larger than it was for the preceding Distribution Date,
the least amount of Realized Loss shall be allocated such that the
REMIC 2 Subordinated Ratio is maintained); and then to REMIC 2
Regular Interest XX.



(d)        If on any
Distribution Date Allocated Realized Loss Amounts are to be
reinstated due to Subsequent Recoveries, the Allocated Realized
Loss Amounts shall be reinstated by the Trustee on such
Distribution Date to increase the Certificate Principal Balances of
the Mezzanine Certificates and the Class B Certificates in the
following order of priority, in each case until the related
Allocated Realized Loss Amount has been reduced to zero: 
first, to the Class M‐1 Certificates, second to
the Class M‐2 Certificates, third to the Class
M‐3 Certificates, fourth to the Class M‐4
Certificates, fifth to the Class M‐5 Certificates,
sixth to the Class M‐6 Certificates, seventh to
the Class M‐7 Certificates, eighth to the Class M-8
Certificates, ninth to the Class M-9 Certificates,
tenth to the Class B-1 Certificates and eleventh to
the Class B‐2 Certificates.  All Subsequent Recoveries
to be allocated to the Certificate Principal Balances of the
Mezzanine Certificates or the Class B Certificates on any
Distribution Date shall be so allocated after the actual
distributions to be made on such date as provided in
Section 4.01.  All references above to the Certificate
Principal Balance of the Mezzanine Certificates and the Class B
Certificates shall be to the Certificate Principal Balance of the
Mezzanine Certificates and the Class B Certificates immediately
prior to the relevant Distribution Date, before reduction thereof
by any Realized Losses or increase thereof by any Subsequent
Recoveries, in each case to be allocated to the Mezzanine
Certificates and the Class B Certificates on such Distribution
Date.


Any
Allocated Realized Loss Amounts to be reinstated to a Certificate
on any Distribution Date due to Subsequent Recoveries shall be made
by increasing the Certificate Principal Balance thereof by the
amount so reinstated.  No allocations of any Subsequent
Recoveries shall be made to the Class A Certificates or the Class P
Certificates. 



(e)       
(i)         If on any
Distribution Date Subsequent Recoveries occurred in the related
Prepayment Period relating to the Group I Mortgage Loans, the
amount of such Subsequent Recoveries shall be allocated first to
the REMIC 1 Group I Regular Interests with the designations
“A” and “B” in the reverse order in which
Realized Losses were allocated under Section 4.06(c)(i), and then
to REMIC 1 Regular Interest IX.  If on any Distribution Date
Subsequent Recoveries occurred in the related Prepayment Period
relating to the Group II Mortgage Loans, the amount of such
Subsequent Recoveries shall be allocated first to the REMIC 1 Group
II Regular Interests with the designations “A” and
“B” in the reverse order in which Realized Losses were
allocated under Section 4.06(c)(i), and then to REMIC 1 Regular
Interest IIX.



(ii)        If on any
Distribution Date Subsequent Recoveries occurred in the related
Prepayment Period, the amount of such Subsequent Recoveries shall
be allocated among the REMIC 2 Regular Interests as follows:



(i)         50% of the
Subsequent Recoveries from all Loan Groups shall be allocated among
the REMIC 3 Regular Interests in the same proportions and amounts,
but in the reverse order, as Realized Losses were allocated under
Section 4.06(c)(ii). 



(ii)        50% of the
Subsequent Recoveries from all Loan Groups shall be allocated in
the same proportions, but in reverse order, as the Realized Losses
were allocated under Section 4.06(c)(iii).


Section
4.07         
Compliance with Withholding Requirements.

Notwithstanding any other provision of this
Agreement, the Trustee shall comply with all federal withholding
requirements respecting payments to Certificateholders of interest
or original issue discount that the Trustee reasonably believes are
applicable under the Code.  The consent of Certificateholders
shall not be required for such withholding.  In the event the
Trustee does withhold any amount from interest or original issue
discount payments or advances thereof to any Certificateholder
pursuant to federal withholding requirements, the Trustee shall
indicate the amount withheld to such Certificateholders.


Section
4.08         
Commission Reporting. 


(a)        The Trustee and the
Servicer shall reasonably cooperate with the Depositor in
connection with the Trust’s satisfying the reporting
requirements under the 1934 Act.



(i)         Within 15 days
after each Distribution Date, the Depositor shall, in accordance
with industry standards and applicable regulations, file with the
Commission via the Electronic Data Gathering Analysis and Retrieval
System (“EDGAR”), a Distribution Report on Form 10-D,
signed by the Depositor, with a copy of the monthly statement to be
furnished by the Trustee to the Certificateholders for such
Distribution Date and detailing all data elements specified in Item
1121(a) of Regulation AB as part of the monthly statement or
otherwise as part of the Form 10-D; provided that the Depositor
shall have received no later than 12:00 p.m. P.S.T. 2 Business Days
prior to the date such Distribution Report on Form 10-D is required
to be filed, all information required to be provided to the
Depositor as described in clause (a)(iv) below.



(ii)        The Depositor will
prepare and file Current Reports on Form 8-K in respect of the
Trust, as and when required.



(iii)       Prior to January 30 of
the first year in which the Depositor is able to do so under
applicable law, the Depositor shall, in accordance with industry
standards and applicable regulations, file a Form 15 Suspension
Notice with respect to the Trust, if applicable. Prior to (x) March
15 of the year following the year of the execution of this
Agreement and (y) unless and until a Form 15 Suspension Notice
shall have been filed, prior to March 15 of each year
thereafter, the Servicer shall provide the Depositor with an Annual
Statement of Compliance, together with a copy of the Assessment of
Compliance and Attestation Report to be delivered by the Servicer
pursuant to Sections 3.20 and 3.21 (including with respect to any
Sub-Servicer or subcontractor, if required to be filed). 
Prior to (x) March 31, of the year following the year of the
execution of this Agreement and (y) unless and until a Form 15
Suspension Notice shall have been filed, March 31 of each year
thereafter, the Depositor shall, subject to subsection (d) below,
file a Form 10‐K, in substance as required by applicable law
or applicable Securities and Exchange Commission staff’s
interpretations and conforming to industry standards, with respect
to the Trust.  Such Form 10-K shall include the Assessment of
Compliance, Attestation Report, Annual Statements of Compliance and
other documentation provided by the Servicer pursuant to Sections
3.20 and 3.21 (including with respect to any Sub-Servicer or
subcontractor, if required to be filed) and with respect to the
Trustee, and the Form 10‐K (the “Certification”)
signed by the senior officer of the Depositor in charge of
securitization; provided that the Depositor shall have received no
later than March 15 of each calendar year prior to the filing
deadline for the Form 10-K all information, data and exhibits
required to be provided or filed with such Form 10-K and required
to be provided to the Depositor as described in clause (a)(iv)
below.  If they are not so timely delivered, the Depositor
shall file an amended Form 10-K including such documents as
exhibits reasonably promptly after they are delivered to the
Depositor. 



(iv)       As to each item of
information required to be included in any Form 10-D, Form 8-K or
Form 10-K, the Depositor’s obligation to include the
information in the applicable 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 Trustee or the
Depositor, as applicable, as and when required as described
above.  Each of the Trustee, the Servicer and the Depositor,
as applicable, hereby agree to notify and provide to the Trustee
and the Depositor all information that is required to be included
in any Form 10‐D, Form 8-K or Form 10-K, with respect to
which that entity is indicated in Exhibit O as the responsible
party for providing that information.  The Servicer shall be
responsible for determining the pool concentration applicable to
any Sub-Servicer or originator at any time, for purposes of
disclosure as required by Items 1117 and 1119 of Regulation
AB. 



(b)        The Depositor shall
prepare and the appropriate person shall execute, in accordance
with the Exchange Act or any other applicable law, any
certification required under the Exchange Act or any other
applicable law to accompany the Form 10‐K or any other
periodic report.  The Trustee shall sign a back-up
certification (in the form attached hereto as Exhibit P) for the
benefit of the Depositor and its officers, directors and
Affiliates.  The Trustee shall indemnify and hold harmless the
Depositor, the Servicer and each Person, if any, who
“controls” the Depositor or the Servicer within the
meaning of the Securities Act of 1933, as amended, and their
respective officers and directors 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) a breach of the
Trustee’s obligations under Section 3.21(e) to provide the
Assessment of Compliance until a Form 15 is filed, Section 4.03(a)
to make available statements as specified in Section 4.03(a) to the
extent the required information has been provided to the Trustee by
the Servicer or the Swap Counterparty, Section 4.08(a)(iv) to
provide information to be included in any Form 10-D, Form 8-K or
Form 10-K or this Section 4.08(b) to provide backup
certification or (ii) any material misstatement or omission in (A)
the Certification made in reliance on any material misstatement or
omission contained in the certification provided by the Trustee in
the form of Exhibit P or in the Assessment of Compliance provided
pursuant to Section 3.21 until a Form 15 is filed or (B) the
information provided by the Trustee pursuant to Section 4.08(a)(iv)
for inclusion in any Form 10‐D, Form 8‐K or Form
10‐K or in the statement provided by the Trustee pursuant to
Section 4.03(a) unless such misstatement or omission is based on
the information provided to the Trustee by the Servicer or the Swap
Counterparty.  The Servicer shall indemnify and hold harmless
the Depositor, the Trustee and each Person, if any, who
“controls” the Depositor or the Trustee within the
meaning of the Securities Act of 1933, as amended, and their
respective officers and directors 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) a breach of the
Servicer’s obligations under Section 3.20, Section 3.21 or
Section 4.08 or (ii) any material misstatement or omission in
the Certification made in reliance on any material misstatement or
omission contained in any certification provided by the Servicer
under this Section 4.08 or in the Officer’s Certificate
provided pursuant to Section 3.20 or the Assessment of Compliance
provided pursuant to Section 3.21.  If the indemnification
provided for herein is unavailable or insufficient to hold harmless
the indemnified party, then (i) the Trustee agrees that in
connection with (a) a breach of the Trustee’s obligations
under Section 3.21(e) to provide the Assessment of Compliance until
a Form 15 is filed, Section 4.03(a) to make available statements as
specified in Section 4.03(a) to the extent the required information
has been provided to the Trustee by the Servicer or the Swap
Counterparty, Section 4.08(a)(iv) to provide information to be
included in any Form 10‐D, Form 8‐K or Form 10‐K
or this Section 4.08(b) to provide backup certification or (b)
any material misstatement or omission in (A) the Certification made
in reliance on any material misstatement or omission contained in
the certification provided by the Trustee in the form of Exhibit P
or in the Assessment of Compliance provided pursuant to Section
3.21 until a Form 15 is filed, or (B) the information provided by
the Trustee pursuant to Section 4.08(a)(iv) for inclusion in any
Form 10‐D, Form 8‐K or Form 10‐K or in the
statement provided by the Trustee pursuant to Section 4.03(a)
unless such misstatement or omission is based on the information
provided to the Trustee by the Servicer or the Swap Counterparty
that it shall contribute to the amount paid or payable by the
Depositor and/or the Servicer as a result of the losses, claims,
damages or liabilities of the Depositor and/or the Servicer in such
proportion as is appropriate to reflect the relative fault of the
Depositor or the Servicer, as the case may be, on the one hand and
the Trustee on the other and (ii) the Servicer agrees that it
shall contribute to the amount paid or payable by the Depositor
and/or the Trustee as a result of the losses, claims, damages or
liabilities of the Depositor and/or the Trustee in such proportion
as is appropriate to reflect the relative fault of the Depositor or
the Trustee, as the case may be, on the one hand and the Servicer
on the other in connection with (a) a breach of the
Servicer’s obligations under this Section 4.08(b) or (b)
any material misstatement or omission in the Certification made in
reliance on any material misstatement or omission contained in the
certification provided by the Servicer under this Section 4.08 or
in the Officer’s Certificate provided pursuant to Section
3.20 or the Assessment of Compliance provided pursuant to Section
3.21.



Section
4.09         
Supplemental Interest Trust.


(a)        On the Closing Date,
there is hereby established a separate common law trust (the
“Supplemental Interest Trust”), into which the
Depositor shall deposit: (i) the Swap Agreement and (ii)
$1,000.  The Supplemental Interest Trust shall be maintained
by the Supplemental Interest Trust Trustee, who initially, shall be
the Trustee. On the Closing Date, the Supplemental Interest Trust
Trustee shall establish and maintain in its name, a separate
non-interest bearing account for the benefit of the Holders of the
Class A Certificates, the Mezzanine Certificates, the Class B
Certificates and the Class C Certificates (the “Supplemental
Interest Account”), to be held in the Supplemental Interest
Trust into which the Depositor shall initially deposit
$1,000.  The Supplemental Interest Account shall be an
Eligible Account, and funds on deposit therein shall be held
separate and apart from, and shall not be commingled with, any
other moneys, including, without limitation, other moneys of the
Trustee or of the Supplemental Interest Trust Trustee held pursuant
to this Agreement. 



(b)        In addition, on the
Closing Date, the Supplemental Interest Trust Trustee shall
establish and maintain in its name, a separate non-interest bearing
Eligible Account for the benefit of the Swap Counterparty (the
“Credit Support Annex Account”), to be held in the
Supplemental Interest Trust.  The Credit Support Annex Account
shall be with an Eligible Institution, and funds on deposit therein
shall be held separate and apart from, and shall not be commingled
with, any other moneys, including, without limitation, other moneys
of the Trustee or of the Supplemental Interest Trust Trustee held
pursuant to this Agreement. 



(c)        The Supplemental
Interest Trust Trustee shall deposit, to the extent of available
funds, into the Supplemental Interest Account any amounts required
to be paid to the Supplemental Interest Trust Trustee pursuant to
Section 4.01 and shall distribute from the Supplemental Interest
Account any such amounts to the Swap Counterparty as required by
Section 4.01(d)(iv).  The Supplemental Interest Trust Trustee
shall deposit into the Supplemental Interest Account any amounts
received from the Swap Counterparty and shall distribute from the
Supplemental Interest Account any such amounts to the Swap
Counterparty and to the Holders of the Class A Certificates, the
Mezzanine Certificates, the Class B Certificates and the Class C
Certificates as required pursuant to Section 4.01(d)(iv).



(d)        The Supplemental
Interest Trust Trustee shall deposit into the Credit Support Annex
Account any amounts received from the Swap Counterparty under the
credit support annex of the Swap Agreement as posted collateral and
shall distribute from the Credit Support Annex Account any amount
required to be returned by the Supplemental Interest Trust Trustee
to the Swap Counterparty as provided in the credit support annex of
the Swap Agreement and any amount required to be distributed
pursuant to Section 4.09(j) or Section 4.09(k).



(e)        Funds in the
Supplemental Interest Account shall be invested in Permitted
Investments.  The Holders of the majority of the Percentage
Interest of the Class C Certificates shall direct the Supplemental
Interest Trust Trustee, in writing, as to investment of amounts on
deposit therein.  In the absence of written instructions from
the Holders of the Class C Certificates as to investment of funds
on deposit in the Supplemental Interest Account, such funds shall
be invested in Deutsche Bank Cash Management Fund 541 for so long
as such investment complies with clause (vi) of the definition of
Permitted Investments.  All income and gain earned upon such
investment shall be deposited into the Supplemental Interest
Account and distributed in accordance with the terms of the Swap
Agreement.  Neither the Trustee nor the Supplemental Interest
Trust Trustee shall be liable for the selection of investments or
any losses incurred on such investments. 



(f)         Funds in the
Credit Support Annex Account shall be invested in Permitted
Investments.  The Swap Counterparty shall be the beneficial
owner of the Credit Support Annex Account for federal income tax
purposes and shall direct the Supplemental Interest Trust Trustee,
in writing, as to investment of amounts on deposit therein. 
In the absence of written instructions from the Swap Counterparty
as to investment of funds on deposit in the Credit Support Annex
Account, such funds shall be invested in Deutsche Bank Cash
Management Fund 541 for so long as such investment complies with
clause (vi) of the definition of Permitted Investments.  All
income and gain earned upon such investment shall be deposited into
the Credit Support Annex Account and returned to the Swap
Counterparty in accordance with the terms of the Credit Support
Annex.  Neither the Trustee nor the Supplemental Interest
Trust Trustee shall be liable for the selection of investments or
any losses incurred on such investments.



(g)        To the extent that
the Supplemental Interest Trust is determined to be a separate
legal entity from the Supplemental Interest Trust Trustee, any
obligation of the Supplemental Interest Trust Trustee under the
Swap Agreement shall be deemed to be an obligation of the
Supplemental Interest Trust.



(h)        The Trustee shall
treat the Supplemental Interest Account as an outside reserve fund
within the meaning of Treasury Regulation 1.860G-2(h).  It is
the intention of the parties that, for federal and state income and
state and local franchise tax purposes, the Holders of the Class C
Certificates be considered the owners of the Supplemental Interest
Trust (exclusive of the Credit Support Annex Account) and that the
Supplemental Interest Trust (exclusive of the Credit Support Annex
Account) be disregarded as an entity separate from the Holder of
the Class C Certificates unless and until the date when either (a)
there is more than one Holder of the Class C Certificates or (b)
any Class of Certificates in addition to the Class C Certificates
is recharacterized as an equity interest in the Supplemental
Interest Trust (exclusive of the Credit Support Annex Account) for
federal income tax purposes, in which case it is the intention of
the parties that, for federal and state income and state and local
franchise tax purposes, the Supplemental Interest Trust (exclusive
of the Credit Support Annex Account) be treated as a
partnership.  Neither the Supplemental Interest Trust Trustee
nor the Trustee shall be responsible for any entity-level tax
reporting for the Supplemental Interest Trust.  If the
Supplemental Interest Trust becomes characterized as a partnership
for federal income tax purposes, the Servicer or its Affiliate
shall (i) obtain, or cause to be obtained, a taxpayer
identification number for the Supplemental Interest Trust, (ii)
prepare and file, or cause to be prepared and filed, any necessary
federal, state or local tax returns for the Supplemental Interest
Trust, and (ii) prepare and deliver, or cause to be prepared and
delivered, to the Swap Counterparty an IRS Form W-9 and to update
such form upon expiration, as required under then applicable U.S.
Treasury regulations, and promptly upon learning that such IRS Form
W-9 (or any successor form thereto) has become obsolete or
incorrect.  Each Holder of a Class C Certificate and each
transferee thereof, by accepting the Class C Certificate, hereby to
(x) designates and authorizes the Servicer or its Affiliate to act
as its agent and as agent for the Supplemental Interest Trust in
obtaining a taxpayer identification number for the Supplemental
Interest Trust, preparing and filing tax returns, and issuing the
IRS Form W-9, and (y) agrees to cooperate with the Servicer and to
provide any information the Servicer reasonably requires to perform
the foregoing functions.



(i)         The Trustee
shall treat the Credit Support Annex Account as an outside reserve
fund within the meaning of Treasury Regulation 1.860G-2(h) that is
owned by the Swap Counterparty and that is not an asset of any
REMIC.



(j)         Upon
termination of the Trust Fund, any amounts remaining in the Credit
Support Annex Account shall be distributed in accordance with the
terms of the Credit Support Annex.



(k)        If a shortfall exists
with respect to a Net Swap Payment or a Swap Termination Payment
owed by the Swap Counterparty as a result of its failure to make
payments pursuant to the Swap Agreement, then, to the extent
permitted under the Swap Agreement, amounts necessary to cover such
shortfall shall be removed from the Credit Support Annex Account
and shall be deposited in the Supplemental Interest Account for
distribution pursuant to the priorities set forth in Section
4.01(d)(iv).



Section
4.10          Final
Maturity Reserve Trust.


(a)        On the Closing Date,
there is hereby established a separate common law trust (the
“Final Maturity Reserve Trust”) into which the
Depositor shall deposit $1,000.  The Final Maturity Reserve
Trust shall be maintained by the Final Maturity Reserve Trust
Trustee, who, initially, shall be the Trustee.  On the Closing
Date, the Final Maturity Reserve Trust Trustee shall establish and
maintain in its name, a separate non-interest bearing account for
the benefit of the Holders of the Class A Certificates, the
Mezzanine Certificates, the Class B Certificates and the Class C
Certificates (the “Final Maturity Reserve Account”),
into which the Depositor shall initially deposit $1,000.  The
Final Maturity Reserve Account shall be an Eligible Account, and
funds on deposit therein shall be held separate and apart from, and
shall not be commingled with, any other moneys, including, without
limitation, other moneys of the Trustee or of the Final Maturity
Reserve Trust Trustee held pursuant to this Agreement.



(b)        The Final Maturity
Reserve Trust Trustee shall deposit into the Final Maturity Reserve
Account any Group I Final Maturity Reserve Amount, Group II Final
Maturity Reserve Amount and Supplemental Final Maturity Reserve
Amount pursuant to Section 4.01.  The Final Maturity Reserve
Trust Trustee shall distribute the funds in the Final Maturity
Reserve Account pursuant to Section 4.01(d)(iii).



(c)        Funds in the Final
Maturity Reserve Trust shall be held by the Trustee in the Final
Maturity Reserve Account uninvested.  The Class C Certificates
shall evidence ownership of the Final Maturity Reserve Trust for
federal income tax purposes.



(d)        For federal income
tax purposes, any Certificateholder that receives a principal
payment from the Final Maturity Reserve Trust shall be treated as
selling a portion of its Certificate to the Holder of the Class C
Certificates and as having received the amount of the principal
payment from the Holder of the Class C Certificates as the proceeds
of the sale.  The portion of the Certificate that is treated
as having been sold shall equal the amount of the corresponding
reduction in the Certificate Principal Balance of such
Certificate.  Principal payments received from the Final
Maturity Reserve Trust shall not be treated as distributions from
any REMIC created hereby.  All principal distributions from
the Final Maturity Reserve Trust shall be accounted for hereunder
in accordance with this Section 4.10(d).


Section
4.11         
Intention of the Parties and Interpretation. 

Each of the parties acknowledges and agrees
that the purpose of Sections 3.20, 3.21 and 4.08 of this Agreement
is to facilitate compliance by the Depositor with the provisions of
Regulation AB, as such may be amended from time to time and subject
to clarification and interpretive advice as may be issued by the
staff of the Commission from time to time.  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
requests made by the Depositor for delivery of additional or
different information as 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. 


ARTICLE V



THE CERTIFICATES 


Section
5.01          The
Certificates.


(a)        The Certificates in
the aggregate will represent the entire beneficial ownership
interest in the Mortgage Loans and all other assets included in the
Trust Fund.


The Certificates will be substantially in
the forms annexed hereto as Exhibits A‐1 through
A‐6.  The Certificates of each Class will be issuable in
registered form only, in denominations of authorized Percentage
Interests as described in the definition thereof.  Each
Certificate will share ratably in all rights of the related
Class.


Upon original issue, the Certificates shall
be executed by the Trustee and authenticated and delivered by the
Trustee, to or upon the order of the Depositor.  The
Certificates shall be executed and attested by manual or facsimile
signature on behalf of the Trustee by an authorized
signatory.  Certificates bearing the manual or facsimile
signatures of individuals who were at any time the proper officers
of the Trustee shall bind the Trustee, 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 herein executed by the Trustee by manual signature,
and such certificate of authentication shall be conclusive
evidence, and the only evidence, that such Certificate has been
duly authenticated and delivered hereunder.  All Certificates
shall be dated the date of their authentication.



(b)        The Book Entry
Certificates shall initially be issued as one or more Certificates
held by the Book-Entry Custodian or, if appointed to hold such
Certificates as provided below, the Depository and registered in
the name of the Depository or its nominee and, except as provided
below, registration of the Book-Entry Certificates may not be
transferred by the Trustee except to another Depository that agrees
to hold the Book-Entry Certificates for the respective Certificate
Owners with Ownership Interests therein.  The Certificate
Owners shall hold their respective Ownership Interests in and to
the Book-Entry Certificates through the book-entry facilities of
the Depository and, except as provided below, shall not be entitled
to definitive, fully registered Certificates (“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 only transfer the
Ownership Interests 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 Trustee is hereby initially appointed as the
Book-Entry Custodian and hereby agrees to act as such in accordance
herewith and in accordance with the agreement that it has with the
Depository authorizing it to act as such.  The Book-Entry
Custodian may, and if it is no longer qualified to act as such, the
Book-Entry Custodian shall, appoint, by a written instrument
delivered to the Depositor, the Servicer and if the Trustee is not
the Book-Entry Custodian, the Trustee and any other transfer agent
(including the Depository or any successor Depository) to act as
Book-Entry Custodian under such conditions as the predecessor
Book-Entry Custodian and the Depository or any successor Depository
may prescribe, provided that the predecessor Book-Entry Custodian
shall not be relieved of any of its duties or responsibilities by
reason of any such appointment of other than the Depository. 
If the Trustee resigns or is removed in accordance with the terms
hereof, successor Trustee or, if it so elects, the Depository shall
immediately succeed to its predecessor’s duties as Book-Entry
Custodian.  The Depositor shall have the right to inspect, and
to obtain copies of, any Certificates held as Book-Entry
Certificates by the Book-Entry Custodian.


The Trustee, the Delaware Trustee, the
Servicer, the NIMS Insurer and the Depositor may for all purposes
(including the making of payments due on the Book-Entry
Certificates) deal with the Depository as the authorized
representative of the Certificate Owners with respect to the
Book-Entry Certificates for the purposes of the exercise by
Certificateholders of the rights of Certificateholders
hereunder.  The rights of Certificate Owners with respect to
the 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.  The Depositor is hereby authorized to
execute and deliver on behalf of the Trust the Letter of
Representations to be submitted on behalf of the Trust to the
Depository and to perform the obligations of the Issuer (as defined
in the Letter of Representations) thereunder.  The Trustee is
hereby authorized to execute and deliver as agent of the Trust the
Letter of Representations to be submitted on behalf of the Trust to
the Depository and to perform the obligations of the Agent (as
defined in the Letter of Representations) thereunder. 
Multiple requests and directions from, and votes of, the Depository
as Holder of the 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 Trustee 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 Trustee
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,
(ii) the Depositor notifies the Trustee and the Depository of
its intent to terminate the book-entry system through the
Depository and, upon receipt of notice of such intent from the
Depository, the Depository Participants with a position in the Book
Entry Certificates agree to initiate such termination, or
(iii) after the occurrence of a Servicer Event of Default,
Certificate Owners representing in the aggregate not less than 51%
of the Ownership Interests of the Book-Entry Certificates advise
the Trustee through the Depository, in writing, that the
continuation of a book-entry system through the Depository is no
longer in the best interests of the Certificate Owners, the Trustee
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 Trustee of the Book-Entry Certificates by the
Book-Entry Custodian or the Depository, as applicable, accompanied
by registration instructions from the Depository for registration
of transfer, the Trustee shall issue the Definitive
Certificates.  Such Definitive Certificates will be issued in
minimum denominations of $25,000, except that any beneficial
ownership that was represented by a Book-Entry Certificate in an
amount less than $25,000 immediately prior to the issuance of a
Definitive Certificate shall be issued in a minimum denomination
equal to the amount represented by such Book-Entry
Certificate.  None of the Depositor, the Servicer, the Trustee
or the Delaware Trustee shall be liable for any delay in the
delivery of such instructions and may conclusively rely on, and
shall be protected in relying on, such instructions.  Upon the
issuance of Definitive Certificates all references herein to
obligations imposed upon or to be performed by the Depository shall
be deemed to be imposed upon and performed by the Trustee, to the
extent applicable with respect to such Definitive Certificates, and
the Trustee shall recognize the Holders of the Definitive
Certificates as Certificateholders hereunder.


Section
5.02         
Registration of Transfer and Exchange of Certificates.


(a)        The Trustee shall
cause to be kept at one of the offices or agencies to be appointed
by the Trustee in accordance with the provisions of
Section 8.12 a Certificate Register for the Certificates in
which, subject to such reasonable regulations as it may prescribe,
the Trustee shall provide for the registration of Certificates and
of transfers and exchanges of Certificates as herein provided.



(b)        No transfer, sale,
pledge or other disposition of any Class B Certificate, Class C
Certificate, Class P Certificate or Residual Certificate shall be
made unless such disposition is exempt from the registration
requirements of the Securities Act of 1933, as amended (the
“1933 Act”), and any applicable state securities laws
or is made in accordance with the 1933 Act and laws.  In the
event of any such transfer of any Class B Certificate to be made
without registration under the Securities Act (other than in
connection with the initial sale of the Class B Certificates to the
initial purchasers or the initial issuance thereof), then the
Trustee shall refuse to register such transfer unless it receives
(and upon receipt, may conclusively rely upon) a certificate from
the Class B Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit J‐1A hereto and
a certificate from such Class B Certificateholder’s
prospective transferee substantially in the form attached as
Exhibit J‐1B hereto (which in the case of the Book-Entry
Certificates, the Class B Certificateholder’s prospective
transferee will be deemed to have represented such
certification).  In the event of any such transfer of any
Class C Certificate, Class P Certificate or Residual Certificate
(other than in connection with (i) the initial transfer of any
Class C Certificate, Class P Certificate or Residual Certificates
by the Depositor to the Seller, (ii) the transfer of any Class C
Certificate, Class P Certificate or Residual Certificates by the
Seller to an Affiliate of the Seller or to a trust, the depositor
of which is an Affiliate of the Seller, (iii) the transfer of any
Class C Certificate, Class P Certificate or Residual Certificates
by an Affiliate of the Seller to one or more entities sponsored by
such Affiliate or to a trust, the depositor of which is one or more
entities sponsored by such Affiliate or (iv) a subsequent transfer
of any Class C Certificates, Class P Certificates or Residual
Certificates to the Seller or its designee by such entity or trust
described in clauses (ii) or (iii) above to which the Certificates
were previously transferred in reliance on clauses (ii) or (iii)
above) (i) unless such transfer is made in reliance upon
Rule 144A (as evidenced by the investment letter delivered to
the Trustee, in substantially the form attached hereto as Exhibit
J‐2) under the 1933 Act, the Trustee and the Depositor shall
require a written Opinion of Counsel (which may be in‐house
counsel) acceptable to and in form and substance reasonably
satisfactory to the Trustee and the Depositor that such transfer
may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from the 1933 Act or is being
made pursuant to the 1933 Act, which Opinion of Counsel shall not
be an expense of the Trustee, the Delaware Trustee, the Trust Fund
or the Depositor or (ii) the Trustee shall require the
transferor to execute a transferor certificate (in substantially
the form attached hereto as Exhibit L) and the transferee to
execute an investment letter (in substantially the form attached
hereto as Exhibit J) acceptable to and in form and substance
reasonably satisfactory to the Depositor and the Trustee certifying
to the Depositor and the Trustee the facts surrounding such
transfer, which investment letter shall not be an expense of the
Trustee or the Depositor.  The Holder of a Class B
Certificate, Class C Certificate, Class P Certificate or Residual
Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee, the Delaware Trustee, the
Depositor and the Trust Fund against any liability that may result
if the transfer is not so exempt or is not made in accordance with
such federal and state laws.



(c)        For so long as the
Supplemental Interest Trust or the Final Maturity Reserve Trust is
in existence, no transfer of a Class A Certificate, a Class
B‐1 Certificate or Mezzanine Certificate shall be made unless
the Trustee shall have received a representation letter from the
transferee of such Certificate, substantially in the form set forth
in Exhibit I or Exhibit J-1B, as applicable, to the effect that
either (i) it is neither a Plan nor a Person acting on behalf of
any such Plan or using the assets of any such Plan to effect such
transfer or (ii) it is an accredited investor within the meaning of
Prohibited Transaction Exemption 2002-41, as amended from time to
time (the “Exemption”) and  the acquisition and
holding of such Certificate and the separate right to receive
payments from the Supplemental Interest Trust Trustee and the Final
Maturity Reserve Trust Trustee are eligible for the exemptive
relief available under Prohibited Transaction Class Exemption
(“PTCE”) 84-14 (for transactions by independent
“qualified professional asset managers”), 91-38 (for
transactions by bank collective investment funds), 90-1 (for
transactions by insurance company pooled separate accounts), 95-60
(for transactions by insurance company general accounts) or 96-23
(for transactions effected by “in-house asset
managers”).  If the Class A Certificate, the Mezzanine
Certificate or the Class B‐1 Certificate is a Book-Entry
Certificate, the transferee will be deemed to have made a
representation as provided in clause (i) or (ii) of this paragraph,
as applicable.


Subsequent to the termination of the
Supplemental Interest Trust and the Final Maturity Reserve Trust,
no transfer of a Mezzanine Certificate or a Class B-1 Certificate
shall be made unless the Trustee shall have received a
representation letter from the transferee of such Certificate,
substantially in the form set forth in Exhibit I or Exhibit J-1B,
as applicable, to the effect that either (i) it is neither a Plan
nor a Person acting on behalf of any such Plan or using the assets
of any such Plan to effect such transfer or (ii) it has acquired
and is holding such Certificate in reliance on the Exemption, and
that it understands that there are certain conditions to the
availability of the Exemption, including that the certificate must
be rated, at the time of purchase, not lower than
“BBB-” (or its equivalent) by S&P, Fitch or
Moody's, and the Certificate is so rated or (iii) (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 the Mezzanine Certificate or the Class B-1
Certificate is a Book-Entry Certificate, the transferee will be
deemed to have made a representation as provided in clause (i),
(ii) or (iii) of this paragraph, as applicable.


For so long as the Supplemental Interest
Trust or the Final Maturity Reserve Trust is in existence, no
transfer of a Class B‐2 Certificate shall be made unless the
Trustee shall have received a representation letter from the
transferee of such Certificate, substantially in the form set forth
in Exhibit J-1B, to the effect that either (i) it is neither a Plan
nor a Person acting on behalf of any such Plan or using the assets
of any such Plan to effect such transfer or (ii) the Plan is an
accredited investor within the meaning of the Exemption and such
acquisition or holding is eligible for the exemptive relief
available under PTCE 95-60 (for transactions by insurance company
general accounts).  If the Class B‐2 Certificate is a
Book-Entry Certificate, the transferee will be deemed to have made
a representation as provided in clause (i) or (ii) of this
paragraph, as applicable.


Subsequent to the termination of the
Supplemental Interest Trust and the Final Maturity Reserve Trust,
no transfer of a Class B‐2 Certificate shall be made unless
the Trustee shall have received a representation letter from the
transferee of such Certificate, substantially in the form set forth
in Exhibit J-1B, to the effect that either (i) it is neither a Plan
nor a Person acting on behalf of any such Plan or using the assets
of any such Plan to effect such transfer or it is not a Plan or a
trustee or other Person acting on behalf of a Plan or using
“plan assets” to effect such transfer or (ii) it is an
insurance company, the source of funds used to acquire or hold the
certificates is an “insurance company general account”
as that term is defined in PTCE 95-60, and the conditions in
Sections I and III of PTCE 95-60 have been satisfied.  If the
Class B‐2 Certificate is a Book-Entry Certificate, the
transferee will be deemed to have made a representation as provided
in clause (i) or (ii) of this paragraph, as applicable.


No transfer of a Class C Certificate, Class
P Certificate or Residual Certificate or any interest therein shall
be made to any Plan subject to ERISA or Section 4975 of the
Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person acquiring such Certificates with
“Plan Assets” of a Plan within the meaning of the
Department of Labor regulation promulgated at 29 C.F.R.
§ 2510.3‐101 (“Plan Assets”) unless, in
the case of the Class C Certificates or the Class P Certificates,
the Depositor, the Trustee and the Servicer are provided with an
Opinion of Counsel which establishes to the satisfaction of the
Depositor, the Trustee and the Servicer that the purchase of such
Certificates is permissible under applicable law, will not
constitute or result in any prohibited transaction under ERISA or
Section 4975 of the Code and will not subject the Depositor,
the Servicer, the Trustee, the Delaware Trustee or the Trust Fund
to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in
addition to those undertaken in this Agreement, which Opinion of
Counsel shall not be an expense of the Depositor, the Servicer, the
Trustee. the Delaware Trustee or the Trust Fund.  Neither an
Opinion of Counsel nor any certification will be required in
connection with the (i) initial transfer of any Class C
Certificate, Class P Certificate or Residual Certificates by the
Depositor to the Seller, (ii) the transfer of any Class C
Certificate, Class P Certificate or Residual Certificates by the
Seller to an Affiliate of the Seller or to a trust, the depositor
of which is an Affiliate of the Seller, (iii) the transfer of any
Class C Certificates, Class P Certificates or Residual Certificates
by an Affiliate of the Seller to one or more entities sponsored by
such Affiliate or to a trust the depositor of which is one or more
entities sponsored by such Affiliate or (iv) a subsequent transfer
of any Class C Certificates, Class P Certificates or Residual
Certificates to the Seller or its designee by such entity or trust
described in clauses (ii) or (iii) above to which the Certificates
were previously transferred in reliance on clauses (ii) or (iii)
above (in which case, the Depositor, the Seller, any such Affiliate
and such entities sponsored by such Affiliate shall have deemed to
have represented that the applicable transferee is not a Plan or a
Person investing Plan Assets) and the Trustee shall be entitled to
conclusively rely upon a representation (which, upon the request of
the Trustee, shall be a written representation) from the Depositor
of the status of each transferee, the Seller or such an
Affiliate.  Each transferee of a Class C Certificate, Class P
Certificate or Residual Certificate shall sign a letter
substantially in the form of Exhibit I to demonstrate its
compliance with this Section 5.02(c) (other than in connection
with the (i) initial transfer of any Class C Certificate, Class P
Certificate or Residual Certificates by the Depositor to the
Seller, (ii) the transfer of any Class C Certificate, Class P
Certificate or Residual Certificates by the Seller to an Affiliate
of the Seller or to a trust, the depositor of which is an Affiliate
of the Seller, (iii) the transfer of any Class C Certificates,
Class P Certificates or Residual Certificates by an Affiliate of
the Seller to one or more entities sponsored by such Affiliate or
to a trust the depositor of which is one or more entities sponsored
by such Affiliate or (iv) a subsequent transfer of any Class C
Certificates, Class P Certificates or Residual Certificates to the
Seller or its designee by such entity or trust described in clauses
(ii) or (iii) above to which the Certificates were previously
transferred in reliance on clauses (ii) or (iii) above). 


For so long as the Swap Agreement is in
effect, except as provided in the next sentence, no transfer of any
Class C Certificate shall be effective unless and until the
proposed transferee of such Class C Certificate provides to each of
(a) the Trustee, (b) the Supplemental Interest Trust Trustee, and
(c) the Swap Counterparty, 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)), and such proposed
transferee 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. 
The foregoing sentence shall not apply to any transfer of a Class C
Certificate if, immediately after such transfer, there would be
more than one Holder of the Class C Certificates.  If the
Holder of any Class C Certificates or any proposed transferee of a
Class C Certificate requests, the Supplemental Interest Trust
Trustee shall provide such Holder with the then current contact
information for the Swap Counterparty.  Except for transfers
described in the second sentence of this paragraph, any purported
sales or transfers of any Class C Certificate to a transferee that
does not comply with the requirements of this paragraph shall be
deemed null and void under this Agreement, and the Trustee shall
continue to treat the purported transferor as the owner of the
relevant Class C Certificates for all purposes of this
Agreement.  Upon receipt of any tax certification form
pursuant to this paragraph, the Supplemental Interest Trust Trustee
shall forward a copy of such form to the Swap Counterparty.


If any Certificate or any interest therein
is acquired or held in violation of the provisions of the preceding
paragraphs, 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 any such
Certificate or interest therein was effected in violation of the
provisions of the preceding paragraph shall indemnify and hold
harmless the Depositor, the Servicer, the Trustee, the Delaware
Trustee and the Trust Fund from and against any and all
liabilities, claims, costs or expenses incurred by those parties as
a result of that acquisition or holding.



(d)        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 appointed the Depositor or its designee as its
attorney‐in‐fact to negotiate the terms of any
mandatory sale under clause (v) below and to execute all
instruments of transfer and to do all other things necessary in
connection with any such sale, and the rights of each Person
acquiring any Ownership Interest in a Residual Certificate are
expressly subject to the following provisions:



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



(ii)        No Person shall
acquire an Ownership Interest in a Residual Certificate unless such
Ownership Interest is a pro rata undivided interest.



(iii)       Except in connection with
any transfer to an Affiliate of the Depositor, in connection with
any proposed transfer of any Ownership Interest in a Residual
Certificate, the Trustee shall as a condition to registration of
the transfer, require delivery to it, in form and substance
satisfactory to it, of each of the following:



A.        an affidavit in the
form of Exhibit K hereto from the proposed transferee to the
effect that such transferee is a Permitted Transferee and 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; and



B.         a covenant of
the proposed transferee to the effect that the proposed transferee
agrees to be bound by and to abide by the transfer restrictions
applicable to the Residual Certificates.



(iv)       Any attempted or purported
transfer of any Ownership Interest in a Residual Certificate in
violation of the provisions of this Section shall be
absolutely null and void and shall vest no rights in the purported
transferee.  If any purported transferee shall, in violation
of the provisions of this Section, become a Holder of a Residual
Certificate, then the prior Holder of such Residual Certificate
that is a Permitted Transferee shall, upon discovery that the
registration of transfer of such Residual Certificate was not in
fact permitted by this Section, be restored to all rights as Holder
thereof retroactive to the date of registration of transfer of such
Residual Certificate.  The Trustee shall not be under any
liability to any Person for any registration of transfer of a
Residual Certificate that is in fact not permitted by this
Section or for making any distributions due on such Residual
Certificate to the Holder thereof or taking any other action with
respect to such Holder under the provisions of this Agreement so
long as the Trustee received the documents specified in clause
(iii).  The Trustee shall be entitled to recover from any
Holder of a Residual Certificate that was in fact not a Permitted
Transferee at the time such distributions were made all
distributions made on such Residual Certificate.  Any such
distributions so recovered by the Trustee shall be distributed and
delivered by the Trustee to the prior Holder of such Residual
Certificate that is a Permitted Transferee.



(v)        If any Person other
than a Permitted Transferee acquires any Ownership Interest in a
Residual Certificate in violation of the restrictions in this
Section, then the Trustee shall have the right but not the
obligation, without notice to the Holder of such Residual
Certificate or any other Person having an Ownership Interest
therein, to notify the Depositor to arrange for the sale of such
Residual Certificate.  The proceeds of such sale, net of
commissions (which may include commissions payable to the Depositor
or its affiliates in connection with such sale), expenses and taxes
due, if any, will be remitted by the Trustee to the previous Holder
of such Residual Certificate that is a Permitted Transferee, except
that in the event that the Trustee determines that the Holder of
such Residual Certificate may be liable for any amount due under
this Section or any other provisions of this Agreement, the
Trustee may withhold a corresponding amount from such remittance as
security for such claim.  The terms and conditions of any sale
under this clause (v) shall be determined in the sole
discretion of the Trustee and it shall not be liable to any Person
having an Ownership Interest in a Residual Certificate as a result
of its exercise of such discretion.



(vi)       If any Person other than a
Permitted Transferee acquires any Ownership Interest in a Residual
Certificate in violation of the restrictions in this Section, then
the Trustee will provide to the Internal Revenue Service, and to
the persons designated in Section 860E(e)(3) of the Code,
information needed to compute the tax imposed under
Section 860E(e)(1) of the Code on such transfer.


The foregoing provisions of this Section
shall cease to apply to transfers occurring on or after the date on
which there shall have been delivered to the Trustee, in form and
substance satisfactory to the Trustee, (i) written
notification from each Rating Agency that the removal of the
restrictions on Transfer set forth in this Section will not
cause such Rating Agency to downgrade its rating of any of the
Other NIM Notes, the Insured NIM Notes (without giving effect to
any insurance policy issued by the NIMS Insurer) or the
Certificates and (ii) an Opinion of Counsel to the effect that
such removal will not cause any REMIC created hereunder to fail to
qualify as a REMIC.



(e)        Subject to the
preceding subsections, upon surrender for registration of transfer
of any Certificate at any office or agency of the Trustee
designated from time to time for such purpose pursuant to
Section 8.12, the Trustee shall execute and 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.



(f)         At the option
of the Holder thereof, any Certificate may be exchanged for other
Certificates of the same Class with authorized denominations and a
like aggregate Percentage Interest, upon surrender of such
Certificate to be exchanged at any office or agency of the Trustee
maintained for such purpose pursuant to Section 8.12. 
Whenever any Certificates are so surrendered for exchange the
Trustee 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 Trustee) be duly
endorsed by, or be accompanied by a written instrument of transfer
in the form satisfactory to the Trustee duly executed by, the
Holder thereof or his attorney duly authorized in writing.



(g)        No service charge
shall be made for any registration of transfer or exchange of
Certificates of any Class, but the Trustee 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.


All Certificates surrendered for
registration of transfer or exchange shall be canceled by the
Trustee and disposed of pursuant to its standard procedures.


Section
5.03         
Mutilated, Destroyed, Lost or Stolen Certificates.

If (i) any mutilated Certificate is
surrendered to the Trustee or the Trustee receives evidence to its
satisfaction of the destruction, loss or theft of any Certificate
and (ii) there is delivered to the Trustee, the Depositor and
(in the case of a Class C Certificate or Class P Certificate) the
NIMS Insurer such security or indemnity as may be required by them
to save each of them, and the Trust Fund, harmless, then, in the
absence of notice to the Trustee that such Certificate has been
acquired by a protected purchaser, the Trustee shall execute,
authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate
of like tenor and Percentage Interest.  Upon the issuance of
any new Certificate under this Section, the Trustee 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 Trustee) in
connection therewith.  Any duplicate Certificate issued
pursuant to this Section, shall constitute complete and
indefeasible evidence of ownership in the Trust, 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 Servicer, the Depositor, the Trustee,
the Delaware Trustee, the NIMS Insurer and any agent of the
Servicer, the Depositor, the Trustee, the Delaware Trustee, or the
NIMS Insurer may treat the Person, including a Depository, 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 none
of the Servicer, the Depositor, the Trustee, the Delaware Trustee,
the NIMS Insurer nor any agent of any of them shall be affected by
notice to the contrary.


ARTICLE VI



THE SERVICER AND THE DEPOSITOR 


Section
6.01         
Liability of the Servicer and the Depositor.

The Depositor and the Servicer each shall be
liable in accordance herewith only to the extent of the obligations
specifically imposed by this Agreement and undertaken hereunder by
the Depositor and the Servicer herein.


Section
6.02          Merger
or Consolidation of the Depositor or the Servicer.

Subject to the following paragraph, the
Depositor will keep in full effect its existence, rights and
franchises as a corporation under the laws of the jurisdiction of
its incorporation.  Subject to the following paragraph, the
Servicer will keep in full effect its existence, rights and
franchises as a corporation under the laws of the jurisdiction of
its incorporation and its qualification as an approved conventional
seller/servicer for Fannie Mae or Freddie Mac in good
standing.  The Depositor and the Servicer 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.


The Depositor or the Servicer may be merged
or consolidated with or into any Person, or transfer all or
substantially all of its assets to any Person, in which case any
Person resulting from any merger or consolidation to which the
Depositor or the Servicer shall be a party, or any Person
succeeding to the business of the Depositor or the Servicer, shall
be the successor of the Depositor or the 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 Servicer shall be qualified to
service mortgage loans on behalf of Fannie Mae or Freddie Mac; and
provided further that the Rating Agencies’ ratings of the
Other NIM Notes, the Class A Certificates, the Mezzanine
Certificates and the Class B Certificates and the shadow rating of
the Insured NIM Notes (without giving effect to any insurance
policy issued by the NIMS Insurer) in effect immediately prior to
such merger or consolidation will not be qualified, reduced or
withdrawn as a result thereof (as evidenced by a letter to such
effect from the Rating Agencies to the Trustee).


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

None of the Depositor, the Servicer or any
of the directors, officers, employees or agents of the Depositor or
the 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, the Servicer or any such person
against any breach of warranties, representations or covenants made
herein, or against any specific liability imposed on the Servicer
or the Depositor, as applicable, pursuant hereto, or against any
liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of duties
or by reason of reckless disregard of obligations and duties
hereunder.  The Depositor, the Servicer and any director,
officer, employee or agent of the Depositor or the Servicer may
rely in good faith on any document of any kind which, prima
facie, is properly executed and submitted by any Person
respecting any matters arising hereunder.  The Depositor, the
Servicer and any director, officer, employee or agent of the
Depositor or the Servicer shall be indemnified and held harmless by
the Trust against any loss, liability or expense incurred in
connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or negligence in the
performance of duties hereunder or by reason of reckless disregard
of obligations and duties hereunder.  Neither the Depositor
nor the Servicer shall be under any obligation to appear in,
prosecute or defend any legal action unless such action is related
to its respective duties under this Agreement and, in its opinion,
does not involve it in any expense or liability; provided, however,
that each of the Depositor and the Servicer may in its 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, unless the Depositor or the
Servicer acts without the consent of Holders of Certificates
entitled to at least 51% of the Voting Rights (which consent shall
not be necessary in the case of litigation or other legal action by
either to enforce their respective rights or defend themselves
hereunder), the legal expenses and costs of such action and any
liability resulting therefrom (except any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or
negligence in the performance of duties hereunder or by reason of
reckless disregard of obligations and duties hereunder) shall be
expenses, costs and liabilities of the Trust, and the Depositor and
the Servicer shall be entitled to be reimbursed therefor from the
Collection Account as and to the extent provided in
Section 3.11, any such right of reimbursement being prior to
the rights of the Certificateholders to receive any amount in the
Collection Account.


The Servicer (except the Trustee to the
extent it has succeeded the Servicer as required hereunder)
indemnifies and holds the Trustee, the Delaware Trustee, the
Depositor and the Trust Fund harmless against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and
related costs, judgments, and any other costs, fees and expenses
that the Trustee, the Delaware Trustee, the Depositor or the Trust
Fund may sustain in any way related to the failure of the Servicer
to perform its duties and service the Mortgage Loans in compliance
with the terms of this Agreement.  The Servicer shall
immediately notify the Trustee, the Delaware Trustee, the NIMS
Insurer and the Depositor if a claim is made that may result in
such claims, losses, penalties, fines, forfeitures, legal fees or
related costs, judgments, or any other costs, fees and expenses,
and the Servicer shall assume (with the consent of the Trustee) the
defense of any such claim and pay all expenses in connection
therewith, including reasonable counsel fees, and promptly pay,
discharge and satisfy any judgment or decree which may be entered
against the Servicer, the Trustee, the Delaware Trustee, the
Depositor and/or the Trust Fund in respect of such claim.  The
provisions of this paragraph shall survive the termination of this
Agreement and the payment of the outstanding Certificates.


Section
6.04         
Limitation on Resignation of Servicer.

The Servicer shall not resign from the
obligations and duties hereby imposed on it except (i) upon
determination that its duties hereunder are no longer permissible
under applicable law or (ii) with the written consent of the
Trustee and the NIMS Insurer and written confirmation from each
Rating Agency (which confirmation shall be furnished to the
Depositor and the Trustee) that such resignation will not cause
such Rating Agency to reduce the then current rating of any of the
Other NIM Notes, the Class A Certificates, the Mezzanine
Certificates or the Class B Certificates or the shadow rating of
the Insured NIM Notes (without giving effect to any insurance
policy issued by the NIMS Insurer).  Any such determination
pursuant to clause (i) of the preceding sentence permitting
the resignation of the Servicer shall be evidenced by an Opinion of
Counsel to such effect obtained at the expense of the Servicer and
delivered to the Trustee.  No resignation of the Servicer
shall become effective until the Trustee or a successor servicer
reasonably acceptable to the NIMS Insurer shall have assumed the
Servicer’s responsibilities, duties, liabilities (other than
those liabilities arising prior to the appointment of such
successor) and obligations under this Agreement.


Except as expressly provided herein, the
Servicer shall not assign or transfer any of its rights, benefits
or privileges hereunder to any other Person, nor delegate to or
subcontract with, nor authorize or appoint any other Person to
perform any of the duties, covenants or obligations to be performed
by the Servicer hereunder.  The foregoing prohibition on
assignment shall not prohibit the Servicer from designating a
Sub‐Servicer as payee of any indemnification amount payable
to the Servicer hereunder; provided, however, that as provided in
Section 3.06 hereof, no Sub‐Servicer shall be a
third‐party beneficiary hereunder and the parties hereto
shall not be required to recognize any Sub‐Servicer as an
indemnitee under this Agreement.  If, pursuant to any
provision hereof, the duties of the Servicer are transferred to a
successor servicer, the entire amount of the Servicing Fee and
other compensation payable to the Servicer pursuant hereto shall
thereafter be payable to such successor servicer.


Section
6.05          Rights
of the Depositor, the NIMS Insurer and the Trustee in Respect of
the Servicer. 


The Servicer shall afford (and any
Sub‐Servicing Agreement shall provide that each
Sub‐Servicer shall afford) the Depositor, the NIMS Insurer
and the Trustee, upon reasonable notice, during normal business
hours, access to all records maintained by the Servicer (and any
such Sub‐Servicer) in respect of the Servicer’s rights
and obligations hereunder and access to officers of the Servicer
(and those of any such Sub‐Servicer) responsible for such
obligations.  Upon request, the Servicer shall furnish to the
Depositor, the NIMS Insurer and the Trustee its (and any such
Sub‐Servicer’s) most recent financial statements and
such other information relating to the Servicer’s capacity to
perform its obligations under this Agreement that it
possesses.  To the extent such information is not otherwise
available to the public, the Depositor, the NIMS Insurer and the
Trustee shall not disseminate any information obtained pursuant to
the preceding two sentences without the Servicer’s (or any
such Sub‐Servicer’s) written consent, except as
required pursuant to this Agreement or to the extent that it is
necessary to do so (i) in working with legal counsel,
auditors, taxing authorities or other governmental agencies, rating
agencies or reinsurers or (ii) pursuant to any law, rule,
regulation, order, judgment, writ, injunction or decree of any
court or governmental authority having jurisdiction over the
Depositor, the NIMS Insurer, the Trustee or the Trust Fund, and in
either case, the Depositor or the Trustee, as the case may be,
shall use, and the NIMS Insurer shall be deemed to have agreed with
the parties hereto to use, its best efforts to assure the
confidentiality of any such disseminated non‐public
information.  The Depositor may, but is not obligated to,
enforce the obligations of the Servicer under this Agreement and
may, but is not obligated to, perform, or cause a designee to
perform, any defaulted obligation of the Servicer under this
Agreement or exercise the rights of the Servicer under this
Agreement; provided that the Servicer shall not be relieved of any
of its obligations under this Agreement by virtue of such
performance by the Depositor or its designee.  The Depositor
shall not have any responsibility or liability for any action or
failure to act by the Servicer and is not obligated to supervise
the performance of the Servicer under this Agreement or
otherwise.


ARTICLE VII



DEFAULT 


Section
7.01          Servicer
Events of Default.

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



(i)         any failure by
the Servicer to remit to the Trustee for distribution to the
Certificateholders any payment (other than an Advance required to
be made from its own funds on any Servicer Remittance Date pursuant
to Section 4.04) required to be made under the terms of the
Certificates and this Agreement which continues unremedied for a
period of one Business Day after the date upon which written notice
of such failure, requiring the same to be remedied, shall have been
given to the Servicer by the Depositor, the Trustee (in which case
notice shall be provided by telecopy), or to the Servicer, the
Depositor and the Trustee by the NIMS Insurer or the Holders of
Certificates entitled to at least 25% of the Voting Rights; or



(ii)        any failure on the
part of the Servicer duly to observe or perform in any material
respect any of the covenants or agreements on the part of the
Servicer contained in this Agreement which continues unremedied for
a period of 45 days (30 days in the case of any failure to maintain
a Sub‐Servicing Agreement with an eligible Sub‐Servicer
to the extent required in accordance with Section 3.02(c))
after the earlier of (i) the date on which written notice of
such failure, requiring the same to be remedied, shall have been
given to the Servicer by the Depositor or the Trustee, or to the
Servicer, the Depositor and the Trustee by the NIMS Insurer or the
Holders of Certificates entitled to at least 25% of the Voting
Rights and (ii) actual knowledge of such failure by a
Servicing Representative of the Servicer; or



(iii)       a decree or order of a
court or agency or supervisory authority having jurisdiction in the
premises 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 proceeding, or for the winding‐up or liquidation of
its affairs, shall have been entered against the Servicer and if
such proceeding is being contested by the Servicer in good faith,
such decree or order shall have remained in force undischarged or
unstayed for a period of 60 days or results in the entry of an
order for relief or any such adjudication or appointment; or



(iv)       the 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 it or of or
relating to all or substantially all of its property; or



(v)        the Servicer shall
admit in writing its inability to pay its debts generally as they
become due, file a petition to take advantage of any applicable
insolvency or reorganization statute, make an assignment for the
benefit of its creditors; or



(vi)       [reserved]; or



(vii)      any failure of the Servicer to
make, or cause an Advancing Person to make, any Advance on any
Servicer Remittance Date required to be made from its own funds
pursuant to Section 4.04 which continues unremedied until 3:00
p.m. New York time on the Business Day immediately following the
Servicer Remittance Date; or



(viii)      the Servicer ceases to be an
approved seller or servicer of Fannie Mae.


If a Servicer Event of Default described in
clauses (i) through (vi) of this Section shall occur,
then, and in each and every such case, so long as such Servicer
Event of Default shall not have been remedied, the Depositor or the
Trustee may, and at the written direction of the NIMS Insurer or
the Holders of Certificates entitled to at least 51% of Voting
Rights, the Trustee shall, by notice in writing to the NIMS Insurer
and the Servicer (and to the Depositor if given by the Trustee or
to the Trustee if given by the Depositor), terminate all of the
rights and obligations of the Servicer in its capacity as Servicer
under this Agreement, to the extent permitted by law, and in and to
the Mortgage Loans and the proceeds thereof.  If a Servicer
Event of Default described in clauses (vii) or (viii) hereof shall
occur, the Trustee shall, by notice in writing to the Servicer
(delivered immediately by facsimile and effective on the date of
acknowledgement of receipt in the case of a Servicer Event of
Default described in clause (vii)), the NIMS Insurer and the
Depositor, terminate all of the rights and obligations of the
Servicer in its capacity as Servicer under this Agreement and in
and to the Mortgage Loans and the proceeds thereof.  On or
after the receipt by the Servicer of such written notice, all
authority and power of the Servicer under this Agreement, whether
with respect to the Certificates (other than as a Holder of any
Certificate) 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, as attorney‐in‐fact or
otherwise, to execute and deliver on behalf of and at the expense
of the Servicer, 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.  The Servicer
agrees, at its sole cost and expense, promptly (and in any event no
later than ten Business Days subsequent to such notice) to provide
the Trustee with all documents and records requested by it to
enable it to assume the Servicer’s functions under this
Agreement, and to cooperate with the Trustee in effecting the
termination of the Servicer’s responsibilities and rights
under this Agreement, including, without limitation, the transfer
within one Business Day to the Trustee for administration by it of
all cash amounts which at the time shall be or should have been
credited by the Servicer to the Collection Account held by or on
behalf of the Servicer, or any REO Account or Servicing Account
held by or on behalf of the Servicer or thereafter be received with
respect to the Mortgage Loans or any REO Property (provided,
however, that the Servicer shall continue to be entitled to receive
all amounts accrued or owing to it under this Agreement on or prior
to the date of such termination, whether in respect of Advances or
otherwise, and shall continue to be entitled to the benefits of
Section 6.03, notwithstanding any such termination, with
respect to events occurring prior to such termination).  For
purposes of this Section 7.01, the Trustee shall not be deemed
to have knowledge of a Servicer Event of Default unless a
Responsible Officer of Trustee assigned to and working in the
Trustee’s Corporate Trust Office has actual knowledge thereof
or unless written notice of any event which is in fact such a
Servicer Event of Default is received by the Trustee and such
notice references the Certificates, any of the Trust REMICs or this
Agreement.


The Trustee shall be entitled to be
reimbursed by the Servicer (or by the Trust if the Servicer is
unable to fulfill its obligations hereunder) for all costs
associated with the transfer of servicing from the predecessor
servicer, including without limitation, any costs or expenses
associated with the complete transfer of all servicing data and the
completion, correction or manipulation of such servicing data as
may be required by the Trustee to correct any errors or
insufficiencies in the servicing data or otherwise to enable the
Trustee to service the Mortgage Loans properly and effectively.


Section
7.02          Trustee
to Act; Appointment of Successor.


(a)        On and after the time
the Servicer receives a notice of termination, the Trustee shall be
the successor in all respects to the Servicer in its capacity as
Servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto and
arising thereafter, which shall be assumed by the Trustee (except
for any representations or warranties of the Servicer under this
Agreement, the responsibilities, duties and liabilities contained
in Section 2.03(c) and its obligation to deposit amounts in
respect of losses pursuant to Section 3.12) by the terms and
provisions hereof including, without limitation, the
Servicer’s obligations to make Advances pursuant to
Section 4.04; provided, however, that if the Trustee is
prohibited by law or regulation from obligating itself to make
advances regarding delinquent Mortgage Loans, then the Trustee
shall not be obligated to make Advances pursuant to
Section 4.04; and provided further, that any failure to
perform such duties or responsibilities caused by the
Servicer’s failure to provide information required by
Section 7.01 shall not be considered a default by the Trustee
as successor to the Servicer hereunder; provided, however, it is
understood and acknowledged by the parties that there will be a
period of transition (not to exceed 90 days) before the servicing
transfer is fully effected.  As compensation therefor, the
Trustee shall be entitled to the Servicing Fee and all funds
relating to the Mortgage Loans to which the Servicer would have
been entitled if it had continued to act hereunder (other than
amounts which were due or would become due to the Servicer prior to
its termination or resignation).  Notwithstanding anything
herein to the contrary, in no event shall the Trustee be liable for
any Servicing Fee or for any differential in the amount of the
Servicing Fee paid hereunder and the amount necessary to induce any
successor Servicer to act as successor Servicer under this
Agreement and the transactions set forth or provided for
herein.  After the Servicer receives a notice of termination,
notwithstanding the above and subject to the next paragraph, the
Trustee may, if it shall be unwilling to so act, or shall, if it is
unable to so act or if it is prohibited by law from making advances
regarding delinquent Mortgage Loans, or if the NIMS Insurer or the
Holders of Certificates entitled to at least 51% of the Voting
Rights so request in writing to the Trustee, promptly appoint, or
petition a court of competent jurisdiction to appoint, an
established mortgage loan servicing institution acceptable to each
Rating Agency, having a net worth of not less than $15,000,000 and
reasonably acceptable to the NIMS Insurer, as the successor to the
Servicer under this Agreement in the assumption of all or any part
of the responsibilities, duties or liabilities of the Servicer
under this Agreement.


No appointment of a successor to the
Servicer under this Agreement shall be effective until the
assumption by the successor of all of the Servicer’s
responsibilities, duties and liabilities hereunder.  In
connection with such appointment and assumption described herein,
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 Servicer as such
hereunder.  The Depositor, the Trustee and such successor
shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession.  Pending
appointment of a successor to the Servicer under this Agreement,
the Trustee shall act in such capacity as hereinabove provided.


In connection with the termination or
resignation of the Servicer hereunder, either (i) the successor
Servicer, including the Trustee if the Trustee is acting as
successor Servicer, shall represent and warrant that it is a member
of MERS in good standing and shall agree to comply in all material
respects with the rules and procedures of MERS in connection with
the servicing of the Mortgage Loans that are registered with MERS,
in which case the predecessor Servicer shall cooperate with the
successor Servicer in causing MERS to revise its records to reflect
the transfer of servicing to the successor Servicer as necessary
under MERS’ rules and regulations, or (ii) the predecessor
Servicer shall cooperate with the successor Servicer in causing
MERS to execute and deliver an assignment of Mortgage in recordable
form to transfer the Mortgage from MERS to the Trustee and to
execute and deliver such other notices, documents and other
instruments as may be necessary or desirable to effect a transfer
of such Mortgage Loan or servicing of such Mortgage Loan on the
MERS® System to the successor Servicer. The predecessor
Servicer shall file or cause to be filed any such assignment in the
appropriate recording office. The predecessor Servicer shall bear
any and all fees of MERS, costs of preparing any assignments of
Mortgage, and fees and costs of filing any assignments of Mortgage
that may be required under this Section 7.02(a).


Upon removal or resignation of the Servicer,
the Trustee, with the cooperation of the Depositor, (x) shall
solicit bids for a successor Servicer as described below and
(y) pending the appointment of a successor Servicer as a
result of soliciting such bids, shall serve as Servicer of the
Mortgage Loans serviced by such predecessor Servicer.  The
Trustee shall solicit, by public announcement, bids from housing
and home finance institutions, banks and mortgage servicing
institutions meeting the qualifications set forth in the first
paragraph of this Section 7.02 (including the Trustee or any
affiliate thereof).  Such public announcement shall specify
that the successor Servicer shall be entitled to the servicing
compensation agreed upon between the Trustee, the successor
Servicer and the Depositor; provided, however, that no such fee
shall exceed the Servicing Fee.  Within thirty days after any
such public announcement, the Trustee with the cooperation of the
Depositor, shall negotiate in good faith and effect the sale,
transfer and assignment of the servicing rights and
responsibilities hereunder to the qualified party submitting the
highest satisfactory bid as to the price they will pay to obtain
such servicing.  The Trustee, upon receipt of the purchase
price shall pay such purchase price to the Servicer being so
removed, after deducting from any sum received by the Trustee from
the successor to the Servicer in respect of such sale, transfer and
assignment all costs and expenses of any public announcement and of
any sale, transfer and assignment of the servicing rights and
responsibilities reasonably incurred hereunder.  After such
deductions, the remainder of such sum shall be paid by the Trustee
to the Servicer at the time of such sale.



(b)        If the Servicer fails
to remit to the Trustee for distribution to the Certificateholders
any payment required to be made under the terms of this Agreement
(for purposes of this Section 7.02(b), a
“Remittance”) because the Servicer is the subject of a
proceeding under the Bankruptcy Code and the making of such
Remittance is prohibited by Section 362 of the Bankruptcy
Code, the Trustee shall upon written notice of such prohibition,
regardless of whether it has received a notice of termination under
Section 7.01, shall be treated as though it had succeeded to
the Servicer and shall advance the amount of such Remittance by
depositing such amount in the Distribution Account on the related
Distribution Date.  The Trustee shall be obligated to make
such advance only if (i) such advance, in the good faith
judgment of the Trustee can reasonably be expected to be ultimately
recoverable from Stayed Funds and (ii) the Trustee is not
prohibited by law from making such advance or obligating itself to
do so.  Upon remittance of the Stayed Funds to the Trustee or
the deposit thereof in the Distribution Account by the Servicer, a
trustee in bankruptcy or a federal bankruptcy court, the Trustee
may recover the amount so advanced, without interest, by
withdrawing such amount from the Distribution Account; however,
nothing in this Agreement shall be deemed to affect the
Trustee’s rights to recover from the Servicer’s own
funds interest on the amount of any such advance.  If the
Trustee at any time makes an advance under this
subsection which it later determines in its good faith
judgment will not be ultimately recoverable from the Stayed Funds
with respect to which such advance was made, the Trustee shall be
entitled to reimburse itself for such advance, without interest, by
withdrawing from the Distribution Account, out of amounts on
deposit therein, an amount equal to the portion of such advance
attributable to the Stayed Funds.


Section
7.03         
Notification to Certificateholders.


(a)        Upon any termination
of the Servicer pursuant to Section 7.01 above or any
appointment of a successor to the Servicer pursuant to
Section 7.02 above, the Trustee shall give prompt written
notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register and to the NIMS
Insurer. 



(b)        Not later than the
later of 60 days after the occurrence of any event, which
constitutes or which, with notice or lapse of time or both, would
constitute a Servicer Event of Default or five days after a
Responsible Officer of the Trustee becomes aware of the occurrence
of such an event, the Trustee shall transmit by mail to all Holders
of Certificates and to the NIMS Insurer and the Swap Counterparty
notice of each such occurrence, unless such default or Servicer
Event of Default shall have been cured or waived.


Section
7.04          Waiver
of Servicer Events of Default.

The Holders representing at least 66% of the
Voting Rights evidenced by all Classes of Certificates affected by
any default or Servicer Event of Default hereunder may, with the
consent of the NIMS Insurer, waive such default or Servicer Event
of Default; provided, however, that a default or
Servicer Event of Default under clause (i) or (vii) of
Section 7.01 may be waived only by all of the Holders of the
Regular Certificates and the NIMS Insurer (as evidenced by the
written consent of the NIMS Insurer).  Upon any such waiver of
a default or Servicer Event of Default, such default or Servicer
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 Servicer Event
of Default or impair any right consequent thereon except to the
extent expressly so waived.


ARTICLE VIII



THE TRUSTEE





Section
8.01          Duties
of Trustees.

The Trustee, prior to the occurrence of a
Servicer Event of Default and after the curing of all Servicer
Events of Default which may have occurred, undertakes to perform
such duties and only such duties as are specifically set forth in
this Agreement.  During a Servicer Event of Default, 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 person would exercise or use under the
circumstances in the conduct of such person’s own
affairs.  Any permissive right of the Trustee enumerated in
this Agreement shall not be construed as a duty.


The Trustee, upon receipt of all
resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the Trustee
which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine
whether they conform to the requirements of this Agreement. 
If any such instrument is found not to conform to the requirements
of this Agreement in a material manner, the Trustee shall take such
action as it deems appropriate to have the instrument corrected,
and if the instrument is not corrected to the Trustee’s
satisfaction, the Trustee will provide notice thereof to the
Certificateholders.


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



(i)         Prior to the
occurrence of a Servicer Event of Default, and after the curing of
all such Servicer Events of Default which may have occurred, the
duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, neither the Trustee nor
the Delaware Trustee 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 Delaware Trustee and, in
the absence of bad faith on the part of the Trustee or the Delaware
Trustee, such trustee 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 such trustee that
conform to the requirements of this Agreement;



(ii)        Neither the Trustee
nor the Delaware Trustee shall be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of such trustee unless it shall be proved that such
trustee was negligent in ascertaining the pertinent facts; and



(iii)       Neither the Trustee nor
the Delaware Trustee shall be personally 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 NIMS Insurer or 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 such trustee, or exercising any trust
or power conferred upon such trustee, under this Agreement.


Section
8.02          Certain
Matters Affecting the Trustees.


(a)        Except as otherwise
provided in Section 8.01:



(i)         Each of the
Trustee and the Delaware Trustee may request and rely conclusively
upon and shall be fully protected in acting or refraining from
acting upon any resolution, Officer’s 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 and the manner of obtaining consents and
evidencing the authorization of the execution thereof shall be
subject to such reasonable regulations as such trustee may
prescribe;



(ii)        Each of the Trustee
and the Delaware Trustee may consult with counsel and any 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 with such Opinion of
Counsel;



(iii)       Neither the Trustee nor
the Delaware Trustee shall be under any obligation to exercise any
of the trusts or powers vested in it by 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
NIMS Insurer or the Certificateholders, pursuant to the provisions
of this Agreement, unless the NIMS Insurer or such
Certificateholders shall have offered to such trustee security or
indemnity satisfactory to it against the costs, expenses and
liabilities which may be incurred therein or thereby; nothing
contained herein shall, however, relieve the Trustee of the
obligation, upon the occurrence of a Servicer Event of Default
(which has not been cured or waived), 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 person
would exercise or use under the circumstances in the conduct of
such person’s own affairs;



(iv)       Neither the Trustee nor
the Delaware Trustee shall be personally 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;



(v)        Prior to the
occurrence of a Servicer Event of Default hereunder and after the
curing of all Servicer Events of Default which may have occurred,
neither the Trustee nor the Delaware Trustee 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 NIMS Insurer
or 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 the Delaware Trustee of the
costs, expenses or liabilities likely to be incurred by it in the
making of such investigation is, in the opinion of such trustee not
reasonably assured to such trustee by the NIMS Insurer or such
Certificateholders, such trustee may require reasonable indemnity
against such expense, or liability from the NIMS Insurer or such
Certificateholders as a condition to taking any such action;



(vi)       Each of the Trustee and
the Delaware Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents, custodians, nominees or attorneys, and neither
shall be responsible for any willful misconduct or negligence of
such agents, custodians, nominees or attorneys (as long as such
agents, custodians, nominees or attorneys are appointed with due
and proper care);



(vii)      The Trustee shall not be
personally liable for any loss resulting from the investment of
funds held in the Collection Account, the Supplemental Interest
Account or the Credit Support Annex Account at the direction of the
Servicer pursuant to Section 3.12 or the Holders of the
majority of the Percentage Interest in the Class C
Certificates or the Swap Counterparty, as applicable, pursuant to
Section 4.09, as applicable;



(viii)      Except as otherwise expressly
provided herein, none of the provisions of this Agreement shall
require the Trustee or the Delaware Trustee to expend or risk its
own funds or otherwise to incur any liability, financial or
otherwise, in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers (not including
expenses, disbursements and advances incurred or made by such
trustee including the compensation and the expenses and
disbursements of its agents and counsel, in the ordinary course of
such trustee’s performance in accordance with the provisions
of this Agreement) if it shall have reasonable grounds for
believing that repayment of such funds or indemnity satisfactory to
it against such risk or liability is not assured to it;



(ix)       The Supplemental Interest
Trust Trustee shall only be obligated to make payments to the Trust
to the extent that the Supplemental Interest Trust Trustee receives
the related funds from the Swap Counterparty, and shall only be
obligated to make payments to the Swap Counterparty under the Swap
Agreement to the extent that the Supplemental Interest Trust
Trustee receives the related funds from the Trust; and



(x)        Except as expressly
provided in this Agreement, in no event shall the Trustee be under
any duty or obligation to monitor, determine, investigate or compel
compliance by the Trust with the requirements of the Statutory
Trust Statute.



(b)        All rights of action
under this Agreement or under any of the Certificates, enforceable
by the Trustee may be enforced by it without the possession of any
of the Certificates, or the production thereof at the trial or
other proceeding relating thereto, and any such suit, action or
proceeding instituted by the Trustee shall be brought in its name
for the benefit of all the Holders of such Certificates, subject to
the provisions of this Agreement.



(c)        Each of the
Supplemental Interest Trust Trustee and the Final Maturity Reserve
Trust Trustee shall be entitled to the same rights, protections,
immunities and indemnities afforded to the Trustee hereunder.


Section
8.03          Trustees
Not Liable for Certificates or Mortgage Loans.

The recitals contained herein and in the
Certificates (other than the signature of the Trustee and the
Delaware Trustee, the execution and authentication of the Trustee
on the Certificates, the acknowledgments of the Trustee contained
in Article II and the representations and warranties of the
Trustee in Section 8.13) shall be taken as the statements of
the Depositor, and neither the Trustee nor the Delaware Trustee
shall assume any responsibility for their correctness. 
Neither the Trustee nor the Delaware Trustee makes any
representations or warranties as to the validity or sufficiency of
this Agreement (other than as specifically set forth in
Section 8.13) or of the Certificates (other than execution and
authentication of the Trustee on the Certificates) or of any
Mortgage Loan or related document.  Neither the Trustee nor
the Delaware Trustee shall be accountable for the use or
application by the Depositor of any of the Certificates or of the
proceeds of the Certificates, or for the use or application of any
funds paid to the Depositor or the Servicer in respect of the
Mortgage Loans or deposited in or withdrawn from the Collection
Account by the Servicer, other than any funds held by or on behalf
of the Trustee in accordance with Section 3.10.


Section
8.04          Trustees
May Own Certificates.

Each of the Trustee and the Delaware Trustee
in its individual capacity or any other capacity may become the
owner or pledgee of Certificates with the same rights it would have
if it were not trustee and may transact banking and/or trust
business with the Seller, the Depositor, the Servicer or their
Affiliates.


Section
8.05         
Trustees’ Fees and Expenses.


(a)        On the Closing Date,
the Depositor shall pay to the Trustee as specified in a separate
agreement between the Depositor and the Trustee.  The Trustee
shall withdraw from the Distribution Account on each Distribution
Date and pay to itself the Trustee Fee for such Distribution Date
and one day’s interest earnings (net of losses) on amounts on
deposit in the Distribution Account.  The right to receive the
Trustee Fee may not be transferred in whole or in part except in
connection with the transfer of all of the Trustee’s
responsibilities and obligations under this Agreement. 
Subject to separate written agreements with the Delaware Trustee,
the Servicer covenants and agrees to, and the Servicer shall, pay
the Delaware Trustee from time to time, and the Delaware Trustee
shall be entitled to payment for all services rendered by it in the
exercise and performance of any of the powers and duties hereunder
of the Delaware Trustee.


Each of the Trustee and the Delaware
Trustee, and any director, officer, employee or agent of such
trustee shall be indemnified by the Trust and held harmless against
any loss, liability or expense (not including expenses,
disbursements and advances incurred or made by such trustee,
including the compensation and the expenses and disbursements of
its agents and counsel, in the ordinary course of such
trustee’s performance in accordance with the provisions of
this Agreement) incurred by such trustee arising out of or in
connection with the acceptance or administration of its obligations
(including, without limitation, its obligation to enter into the
Swap Agreement in its capacity as the Supplemental Interest Trust
Trustee) and duties under this Agreement, other than any loss,
liability or expense (i) in any way relating to the failure of
the Servicer to perform its duties and service the Mortgage Loans
in compliance with the terms of this Agreement, (ii) that
constitutes a specific liability of the Trustee pursuant to
Sections 4.08 or 10.01(c) or (iii) any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or
negligence in the performance of duties hereunder or by reason of
reckless disregard of obligations and duties hereunder, including
as a result of a breach of the Trustee’s obligations under
Article X hereof.  Any amounts payable to the Trustee,
the Delaware Trustee or any director, officer, employee or agent of
such trustee in respect of the indemnification provided by this
paragraph (a), or pursuant to any other right of reimbursement from
the Trust that the Trustee or any director, officer, employee or
agent of the Trustee may have hereunder in its capacity as such,
may be withdrawn by the Trustee from the Distribution Account at
any time.  Such indemnity shall survive the termination of
this Agreement and the resignation of the Trustee or the Delaware
Trustee.


As a limitation on the foregoing with
respect to certain expenses of the Trustee and the Delaware
Trustee, the Trustee and the Delaware Trustee shall receive from
the Trust Fund amounts with respect to indemnification for
reasonable counsel fees and expenses (collectively, “Legal
Fees”) in connection with any third‐party litigation or
other claims alleging violations of laws or regulations relating to
consumer lending and/or servicing of the Trust Fund (collectively,
“Third Party Claims”) in an amount not greater than
$50,000 per month (with amounts in excess of $50,000 for any month
carried‐forward to subsequent months, in each case the
Trustee shall have first priority to indemnification over the
Delaware Trustee from such monthly and annual amounts). 
Neither the Trustee nor the Delaware Trustee shall have any
obligation to incur additional expenses for which reimbursement is
limited pursuant to this paragraph in excess of the aggregate limit
set forth above unless it has received reasonable security or
indemnity for such additional expenses.  The
Certificateholders shall hold each of the Trustee and the Delaware
Trustee harmless for any consequences to such Certificateholders
resulting from any failure of such trustee to incur any such
additional expenses in excess of the aforementioned aggregate
limit.



 (b)       Without limiting the
Servicer’s indemnification obligations under
Section 6.03, the Servicer agrees to indemnify each of the
Trustee and the Delaware Trustee from, and hold it harmless
against, any loss, liability or expense resulting from a breach of
the Servicer’s obligations and duties under this
Agreement.  Such indemnity shall survive the termination or
discharge of this Agreement and the resignation or removal of the
Trustee or the Delaware Trustee.  Any payment under this
Section 8.05(b) made by the Servicer to the Trustee or the
Delaware Trustee shall be from the Servicer’s own funds,
without reimbursement from the Trust Fund therefor.


Section
8.06         
Eligibility Requirements for Trustees.

The Trustee hereunder shall at all times be
a corporation or an association (other than the Depositor, the
Seller, the Servicer or any Affiliate of the foregoing) organized
and doing business under the laws of any state or the United States
of America, 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.  If such corporation or association publishes
reports of conditions 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 or association shall be deemed to be
its combined capital and surplus as set forth in its most recent
report of conditions so published.  The Delaware Trustee
hereunder shall at all times have its principal place of business
in the State of Delaware and shall satisfy the applicable
requirements under the laws of the State of Delaware authorizing it
to act as the Delaware Trustee of the Trust.  In case at any
time the Trustee or the Delaware Trustee shall cease to be eligible
in accordance with the provisions of this Section, such trustee
shall resign immediately in the manner and with the effect
specified in Section 8.07.


Section
8.07         
Resignation or Removal of Trustees.

Each of the Trustee and the Delaware Trustee
may at any time resign and be discharged from the trust hereby
created by giving written notice thereof to the NIMS Insurer, the
Depositor, the Servicer, the Swap Counterparty and the
Certificateholders.  Upon receiving such notice of
resignation, the Depositor shall promptly appoint a successor
trustee by written instrument, in duplicate, which instrument shall
be delivered to the resigning trustee and to the successor trustee
acceptable to the NIMS Insurer and to the Holders of Certificates
entitled to at least 51% of the Voting Rights.  A copy of such
instrument shall be delivered to the Certificateholders and the
Servicer by the Depositor.  If no successor trustee shall have
been so appointed and have accepted appointment within 30 days
after the giving of such notice of resignation, the resigning
trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.


If at any time the Trustee or the Delaware
Trustee 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 Depositor or the NIMS Insurer, or
if at any time the Trustee or the Delaware Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or
a receiver of such trustee or of its property shall be appointed,
or any public officer shall take charge or control of such trustee
or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Depositor or the NIMS
Insurer, may remove such trustee and the Depositor may appoint a
successor trustee, acceptable to the NIMS Insurer and to the
Holders of Certificates entitled to at least 51% of the Voting
Rights, by written instrument, in triplicate, which instrument
shall be delivered to the trustee so removed, the trustee
continuing and to the successor trustee.  A copy of such
instrument shall be delivered to the Certificateholders and the
Servicer by the Depositor.


The Holders of Certificates entitled to at
least 51% of the Voting Rights, with the consent of the NIMS
Insurer, may at any time remove the Trustee or the Delaware Trustee
and appoint a successor trustee by written instrument or
instruments, in triplicate, signed by the NIMS Insurer or such
Holders, as applicable, or their attorneys‐in‐fact duly
authorized, one complete set of which instruments shall be
delivered to the Depositor, one complete set to the trustee so
removed and one complete set to the successor so appointed.  A
copy of such instrument shall be delivered to the NIMS Insurer, the
Certificateholders, the trustee continuing and the Servicer by the
Depositor. 


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


Section
8.08         
Successor Trustees.

Any successor trustee appointed as provided
in Section 8.07 shall execute, acknowledge and deliver to the
Depositor, and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or
removal of the predecessor trustee shall become effective and such
successor trustee, 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 or Delaware Trustee herein. 
The predecessor trustee shall deliver to the successor trustee all
Mortgage Files and related documents and statements, as well as all
moneys, held by it hereunder (other than any Mortgage Files at the
time held by a Custodian, which Custodian shall become the agent of
any successor trustee (but not a successor of the Delaware Trustee)
hereunder), and the Depositor and the predecessor trustee shall
execute and deliver such instruments and do such other things as
may reasonably be required for more fully and certainly vesting and
confirming in the successor trustee all such rights, powers, duties
and obligations.


No successor trustee shall accept
appointment as provided in this Section unless at the time of
such acceptance such successor trustee shall be eligible under the
provisions of Section 8.06 and the appointment of such
successor trustee shall not result in a downgrading of the ratings
of any of the Other NIM Notes or of any Class of Certificates or of
the shadow ratings of the Insured NIM Notes (without giving effect
to any insurance policy issued by the NIMS Insurer) by any Rating
Agency, as evidenced by a letter from each Rating Agency.


Upon acceptance of appointment by a
successor trustee as provided in this Section, the Depositor shall
mail notice of the succession of such trustee hereunder to all
Holders of Certificates at their addresses as shown in the
Certificate Register and the Swap Counterparty.  If the
Depositor fails to mail such notice within 10 days after acceptance
of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the
Depositor.


It is acknowledged and agreed that the
Person serving as Trustee hereunder shall also serve as
Supplemental Interest Trust Trustee and as Final Maturity Reserve
Trust Trustee.  If the Trustee resigns or is removed as
Trustee hereunder, the Trustee shall also cease to be the
Supplemental Interest Trust Trustee and as Final Maturity Reserve
Trust Trustee hereunder.  Any person appointed as successor
trustee hereunder shall also be required to serve as successor
supplemental interest trust trustee and final maturity reserve
trust trustee.


Section
8.09          Merger
or Consolidation of Trustees.

Any corporation or association into which
the Trustee or the Delaware Trustee may be merged or converted or
with which it may be consolidated or any corporation or association
resulting from any merger, conversion or consolidation to which the
Trustee or the Delaware Trustee shall be a party, or any
corporation or association succeeding to the business of trustee,
shall be the successor of such trustee hereunder, provided such
corporation or 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 REMIC 1, or property
securing the same may at the time be located, the Servicer and the
Trustee or the Delaware Trustee, acting jointly shall have the
power and shall execute and deliver all instruments to appoint one
or more Persons approved by such trustee and the NIMS Insurer, to
act as co‐trustee or co‐trustees, jointly with such
trustee, or separate trustee or separate trustees, of all or any
part of REMIC 1, and to vest in such Person or Persons, in
such capacity, such title to REMIC 1, or any part thereof and,
subject to the other provisions of this Section 8.10, such
powers, duties, obligations, rights and trusts as the Servicer and
the Trustee or the Delaware Trustee, as applicable, may consider
necessary or desirable.  If the Servicer shall not have joined
in such appointment or the NIMS Insurer shall not have approved
such appointment within 15 days after the receipt by it of a
request so to do, or in case a Servicer Event of Default shall have
occurred and be continuing, the Trustee or the Delaware Trustee, as
applicable, alone shall have the power to make such appointment.
 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. 
If such appointment is at the request of the Servicer, then any
expense of the Trustee or the Delaware Trustee, as applicable,
shall be deemed a Servicing Advance for all purpose of this
Agreement, otherwise it will be an expense of the Trustee or the
Delaware Trustee, as applicable, and will be payable out of such
trustee’s funds.


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 or the Delaware Trustee, as
applicable, shall be conferred or imposed upon and exercised or
performed by the Trustee or the Delaware Trustee, as applicable,
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 by the Trustee or the
Delaware Trustee, as applicable, (whether as trustee hereunder or
as successor to the Servicer hereunder), such 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 REMIC 1, 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 or the Delaware Trustee, as applicable.


Any notice, request or other writing given
to the Trustee or the Delaware Trustee, as applicable, 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 trust conferred, shall
be vested with the estates or property specified in its instrument
of appointment, either jointly with the Trustee or the Delaware
Trustee, as applicable, 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 or the Delaware Trustee, as applicable.  Every such
instrument shall be filed with the Trustee or the Delaware Trustee,
as applicable.


Any separate trustee or co‐trustee
may, at any time, constitute the Trustee or the Delaware Trustee,
as applicable, 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 or the Delaware Trustee, as
applicable, to the extent permitted by law, without the appointment
of a new or successor trustee.


Section
8.11         
Appointment of Custodians.

The Trustee may, with the consent of the
Depositor and the Servicer, appoint one or more Custodians to hold
all or a portion of the Mortgage Files as agent for the Trustee, by
entering into a Custodial Agreement.  The Trustee shall
initially serve as the Custodian and this Agreement shall serve as
the Custodial Agreement.  The appointment of any Custodian may
at any time be terminated and a substitute Custodian appointed
therefor upon the reasonable request of the Servicer to the Trustee
and the consent of the NIMS Insurer, the consent to which shall not
be unreasonably withheld.  The Trustee shall pay any and all
fees and expenses of any Custodian (other than the Washington
Mutual Custodian) in accordance with each Custodial
Agreement.  Subject to Article VIII hereof, the Trustee
agrees to comply with the terms of each Custodial Agreement and to
enforce the terms and provisions thereof against the Custodian for
the benefit of the Certificateholders having an interest in any
Mortgage File held by such Custodian.  Each Custodian shall be
a depository institution or trust company subject to supervision by
federal or state authority, shall have combined capital and surplus
of at least $10,000,000 and shall be qualified to do business in
the jurisdiction in which it holds any Mortgage File.  Each
Custodial Agreement may be amended only as provided in
Section 11.01.  In no event shall the appointment of any
Custodian pursuant to a Custodial Agreement diminish the
obligations of the Trustee hereunder.  The Trustee shall at
all times remain responsible under the terms of this Agreement
notwithstanding the fact that certain duties have been assigned to
the Custodian (other than the Washington Mutual Custodian), but
only to the extent the Trustee is responsible for its own acts
hereunder.  Any documents delivered by the Depositor or the
Servicer to a Custodian other than the Trustee, if any, shall be
deemed to have been delivered to the Trustee for all purposes
hereunder; and any documents held by such a Custodian, if any,
shall be deemed to be held by the Trustee for all purposes
hereunder.  In order to comply with its duties under the U.S.
Patriot Act, the Custodian shall obtain and verify certain
information and documentation from the other parties to this
Agreement, including, but not limited to, such parties’ name,
address, and other identifying information.


Section
8.12         
Appointment of Office or Agency.

The Trustee will appoint an office or agency
where the Certificates may be surrendered for registration of
transfer or exchange, and presented for final distribution, and
where notices and demands to or upon the Trustee in respect of the
Certificates and this Agreement may be served.  As of the
Closing Date, the Trustee designates its offices located at the
office of Trustee’s agent, located at DB Services Tennessee,
648 Grassmere Park Road, Nashville, TN 37211-3658, Attn: Transfer
Unit for such purpose.


Section
8.13         
Representations and Warranties of the Trustee.

The Trustee hereby represents and warrants
to the Servicer and the Depositor, as of the Closing Date,
that:



(i)         it is a
national banking association duly organized, validly existing and
in good standing under the laws of the United States.



(ii)        the execution and
delivery of this Agreement, and the performance and compliance with
the terms of this Agreement, will not violate its charter 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)       it 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 Servicer and the
Depositor, constitutes its valid, legal and binding obligation,
enforceable against it in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, receivership,
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.


Section
8.14          Duties
of Delaware Trustee.  


(a)               
The Delaware Trustee is appointed to serve as the trustee of the
Trust in the State of Delaware for the sole purpose of satisfying
the requirement of Section 3807(a) of the Statutory Trust Statute
that the Trust have at least one trustee with a principal place of
business in Delaware.  It is understood and agreed by the
parties hereto that the Delaware Trustee shall have none of the
duties or liabilities of the Trustee.  


(b)              
The duties of the Delaware Trustee shall be limited to (i)
accepting legal process served on the Trust in the State of
Delaware, (ii) the execution of any certificates with respect to
the Trust required to be filed with the Secretary of State which
the Delaware Trustee is required to execute under Section 3811 of
the Statutory Trust Statute and (iii) such other duties as are set
forth in this Article VIII.  To the extent that, at law or in
equity, the Delaware Trustee has duties (including fiduciary
duties) and liabilities relating thereto to the Trust or the
Holders of the REMIC 1 Regular Interests, REMIC 2 Regular
Interests, REMIC 3 Regular Interests or the Certificates, it
is hereby understood and agreed by the parties hereto that such
duties and liabilities are replaced by the duties and liabilities
of the Delaware Trustee expressly set forth in this
Agreement.  


Section
8.15         
Amendment to Certificate of Trust.

If at any time required by Section 3810 of
the Statutory Trust Statute, the Trustee, the Delaware Trustee and
any other trustee of the Trust shall cause an amendment to the
Certificate of Trust to be filed with the Secretary of State in
accordance with the provisions of such Section 3810.


Section
8.16          Trustees
Act on Behalf of Trust.

Except to the extent otherwise expressly
provided herein, in the performance of its obligations under this
Agreement, each of the Trustee and the Delaware Trustee shall at
all times be acting on behalf of the Trust or the
Certificateholders, as applicable.


ARTICLE IX



TERMINATION 


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


(a)        Subject to
Section 9.02, the Trust and the respective obligations and
responsibilities under this Agreement of the Depositor, the
Servicer, the Trustee and the Delaware Trustee (other than the
obligations of the Servicer to the Trustee pursuant to
Section 8.05 and of the Servicer to provide for and the
Trustee to make payments in respect of the REMIC 1 Regular
Interests, REMIC 2 Regular Interests, REMIC 3 Regular
Interests and the Classes of Certificates as hereinafter set forth)
shall terminate in accordance with Section 3808 of the Delaware
Trust Statute upon the payment to the Certificateholders and the
deposit of all amounts held by or on behalf of the Trustee or the
Trust and required hereunder to be so paid or deposited on the
Distribution Date coinciding with or following the earlier to occur
of (i) the purchase by the Terminator (as defined below) of
all Mortgage Loans and each REO Property remaining in REMIC 1
and (ii) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan or REO
Property remaining in REMIC 1; provided, however, that in no
event shall the trust created hereby continue beyond the 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.  The
purchase by the Terminator of all Mortgage Loans and each REO
Property remaining in REMIC 1 shall be at a price (the
“Termination Price”) equal to (a) if the
Terminator is the Servicer purchasing the Mortgage Loans and the
REO Properties on its own behalf, 100% of the aggregate Stated
Principal Balance of all the Mortgage Loans included in REMIC 1 and
accrued interest on the Stated Principal Balance of each such
Mortgage Loan at the applicable Net Mortgage Rate in effect from
time to time from the Due Date as to which interest was last paid
by the related Mortgagor or by an advance by the Servicer to but
not including the first day of the month in which such purchase is
to be effected, plus the appraised value of each REO Property, if
any, included in REMIC 1, such appraisal to be conducted by an
appraiser selected by the Terminator in its reasonable discretion
and (b) if the Terminator is the Servicer purchasing the
Mortgage Loans and the REO Properties at the request of and on
behalf of an unaffiliated third party or is the NIMS Insurer, the
greater of (A) the aggregate Purchase Price of all the
Mortgage Loans included in REMIC 1, plus the appraised value
of each REO Property, if any, included in REMIC 1, such
appraisal to be conducted by an appraiser selected by the
Terminator in its reasonable discretion, and (B) the aggregate
fair market value of all of the assets of REMIC 1 (as
determined by the Terminator, as of the close of business on the
third Business Day next preceding the date upon which notice of any
such termination is furnished to Certificateholders pursuant to the
third paragraph of this Section 9.01), and any additional
amounts necessary to pay all interest accrued on, as well as
amounts necessary to pay in full the principal balance of, the NIM
Notes and any amounts necessary to reimburse the NIMS Insurer for
all amounts paid under the NIMs insurance policy and any other
amounts reimbursable or otherwise payable to the NIMS Insurer, in
each case, with interest thereon at the applicable rate set forth
in the Indenture and to the extent not previously reimbursed or
paid and any amounts payable by the Supplemental Interest Trust
Trustee to the Swap Counterparty pursuant to the Swap Agreement,
including any Swap Termination Payment payable by the Supplemental
Interest Trust Trustee including any interest on such Swap
Termination Payment at the applicable rate set forth in the Swap
Agreement from the Early Termination Date until such Swap
Termination Payment is paid.



(b)        The Servicer shall
have the right and, if the Servicer does not exercise such right,
the NIMS Insurer, shall have the right (the party exercising such
right, the “Terminator”) to purchase all of the
Mortgage Loans and each REO Property remaining in REMIC 1
pursuant to clause (i) of the preceding paragraph no later
than the Determination Date in the month immediately preceding the
Distribution Date on which the Certificates will be retired;
provided, however, that the Terminator may elect to purchase all of
the Mortgage Loans and each REO Property remaining in REMIC 1
pursuant to clause (i) of the preceding paragraph only if the
aggregate Stated Principal Balance of the Mortgage Loans and each
REO Property remaining in the Trust Fund at the time of such
election is equal to or less than 10% of the Cut-off Date Principal
Balance of the Closing Date Mortgage Loans.  Additionally, if
the Terminator is the Servicer purchasing the Mortgage Loans and
the REO Properties on its own behalf, the Terminator may elect
to  purchase all of the Mortgage Loans and each REO Property
in REMIC 1 pursuant to clause (i) of the preceding paragraph only
if the Termination Price (A) is equal to or less than the aggregate
fair market value of all of the assets of REMIC 1 (as determined by
the Terminator, as of the close of business on the third Business
Day next preceding the date upon which notice of any such
termination is furnished to Certificateholders pursuant to
Section 9.01(c)), less unreimbursed Advances and Servicing
Advances (other than Advances and Servicing Advances made with
respect to Mortgage Loans as to which the Servicer expects that
that foreclosure is not imminent), (B) will result in distributions
on the Certificates sufficient (together with all amounts received
under the Indenture other than on account of the Certificates) to
pay all interest accrued on, as well as amounts necessary to pay in
full the principal balance of, the NIM Notes and any amounts
necessary to reimburse the NIMS Insurer for all amounts paid under
the NIMs insurance policy and any other amounts reimbursable or
otherwise payable to the NIMS Insurer, in each case, with interest
thereon at the applicable rate set forth in the Indenture and to
the extent not previously reimbursed or paid (unless the NIMS
Insurer consents to a lesser Termination Price) and (C) will result
in distributions to the Swap Counterparty sufficient to pay in full
all amounts payable by the Supplemental Interest Trust Trustee to
the Swap Counterparty pursuant to the Swap Agreement, including any
Swap Termination Payment payable by the Supplemental Interest Trust
Trustee including any interest on such Swap Termination Payment at
the applicable rate set forth in the Swap Agreement from the Early
Termination Date until such Swap Termination Payment is paid. 
The Terminator shall give notice to the Supplemental Interest Trust
Trustee and the Swap Counterparty of its election to purchase all
Mortgage Loans and REO Properties remaining to REMIC 1 no later
than four Business Days prior to the related Determination Date in
the month immediately preceding the Distribution Date on which the
Certificates will be retired; provided that the Terminator, or the
Supplemental Interest Trust Trustee on its behalf, may request a
non-binding estimate of the Swap Termination Payment due upon the
exercise of the right of repurchase pursuant to this Section 9.01
prior to such Determination Date.



(c)        Notice of the
liquidation of the REMIC 1 Regular Interests shall be given
promptly by the Trustee by letter to Certificateholders mailed
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 the Trust Fund will
terminate and final payment in respect of the REMIC 1 Regular
Interests and the related Certificates will be made upon
presentation and surrender of the related Certificates at the
office of the Trustee therein designated, (ii) that no
interest shall accrue in respect of the REMIC 1 Regular
Interests or the related Certificates from and after the Accrual
Period relating to the final Distribution Date therefor 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
Trustee designated in such notice for purposes of such
surrender.  The Trustee shall remit to the Servicer from such
funds deposited in the Distribution Account (i) any amounts
which the Servicer would be permitted to withdraw and retain from
the Collection Account pursuant to Section 3.11 and
(ii) any other amounts otherwise payable by the Trustee to the
Servicer from amounts on deposit in the Distribution Account
pursuant to the terms of this Agreement, in each case prior to
making any final distributions pursuant to Section 9.01(d)
below.  Upon certification to the Trustee by a Servicing
Representative of the making of such final deposit, the Trustee
shall promptly release or cause to be released to the Terminator
the Mortgage Files for the remaining Mortgage Loans, and the
Trustee shall execute all assignments, endorsements and other
instruments necessary to effectuate such transfer.



(d)        Upon presentation of
the Certificates by the Certificateholders on the final
Distribution Date, the Trustee shall distribute, in addition with
all other amounts distributable in accordance with
Section 4.01 on such Distribution Date, to each
Certificateholder so presenting and surrendering its Certificates
the amount otherwise distributable on such Distribution Date in
accordance with Section 4.01 in respect of the Certificates so
presented and surrendered.  Any funds not distributed to any
Holder or Holders of Certificates being retired 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 by the Trustee 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 9.01 shall not have been surrendered for cancellation
within six months after the time specified in such notice, the
Trustee 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.  Subject to the applicable
law, if within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the
Trustee shall, directly or through an agent, mail a final notice to
remaining related 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 funds.  If within one year after the final notice any
such Certificates shall not have been surrendered for cancellation,
the Trustee shall pay to WaMu Capital Corp. and Goldman, Sachs
& Co., equally, all such amounts, and all rights of
non‐tendering Certificateholders in or to such amounts shall
thereupon cease.  No interest shall accrue or be payable to
any Certificateholder on any amount held in trust by the Trustee as
a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with this
Section 9.01.


Upon the completion of winding up of the
Trust, including the payment or the making reasonable provision for
payment of all obligations of the Trust in accordance with Section
3808(e) of the Statutory Trust Statute, the Delaware Trustee shall
prepare, the Trustee, the Delaware Trustee and any other trustee
hereunder shall sign, and the Delaware Trustee (upon the
Trustee’s consent acting at direction of the Servicer) shall
file, a certificate of cancellation with the Secretary of State in
accordance with Section 3810 of the Statutory Trust Statute, at
which time the Trust and this Agreement shall terminate.  The
Servicer shall act as the liquidator of the Trust and shall be
responsible for taking all actions in connection with winding up
the Trust, in accordance with the requirements of this Agreement
(including this Section 9.01 and Section 9.02) and applicable
law.


Section
9.02         
Additional Termination Requirements.


(a)        In the event that the
Terminator purchases all the Mortgage Loans and each REO Property
or the final payment on or other liquidation of the last Mortgage
Loan or REO Property remaining in REMIC 1 pursuant to
Section 9.01, the Trust Fund shall be terminated in accordance
with the following additional requirements:



(i)         The Trustee
shall specify the first day in the 90‐day liquidation period
in a statement attached to each Trust REMIC’s final Tax
Return pursuant to Treasury regulation Section 1.860F‐1
and shall satisfy all requirements of a qualified liquidation under
Section 860F of the Code and any regulations thereunder with
respect to each Trust REMIC, as evidenced by an Opinion of Counsel
delivered to the Trustee and the Depositor obtained at the expense
of the Terminator;



(ii)        During such
90‐day liquidation period, and at or prior to the time of
making of the final payment on the Certificates, the Trustee shall
sell all of the assets of REMIC 1 to the Terminator for cash;
and



(iii)       At the time of the making
of the final payment on the Certificates, the Trustee shall
distribute or credit, or cause to be distributed or credited, to
the Holders of the Residual Certificates all cash on hand in the
Trust Fund (other than cash retained to meet claims), and the Trust
Fund shall terminate at that time. 



(b)        At the expense of the
Terminator, the Trustee shall prepare or cause to be prepared the
documentation required in connection with the adoption of a plan of
liquidation of each Trust REMIC pursuant to the
Section 9.02(a).



(c)        By their acceptance
of Certificates, the Holders thereof hereby agree to authorize the
Trustee to specify the 90‐day liquidation period for each
Trust REMIC, which authorization shall be binding upon all
successor Certificateholders.


Section
9.03         
Termination of the Supplemental Interest Trust and the Final
Maturity Reserve Trust.


(a)        The obligations of
the Depositor, the Trustee and the Supplemental Interest Trust
Trustee created hereby with respect to the Supplemental Interest
Trust shall terminate upon the earlier of:



(i)         the termination
of the Swap Agreement pursuant to the terms of the Swap Agreement;
and



(ii)        the termination of
this Agreement pursuant to Section 9.01.



(b)        The obligations of
the Depositor, the Trustee and the Final Maturity Reserve Trust
Trustee created hereby with respect to the Final Maturity Reserve
Trust shall terminate upon the earlier of:



(i)         the
Distribution Date in December 2036; and



(ii)        the termination of
this Agreement pursuant to Section 9.01.


 


ARTICLE X



REMIC PROVISIONS 


Section 10.01      REMIC
Administration.


(a)        The Trustee shall
elect to treat each Trust REMIC as a REMIC 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, copies of which forms
and returns shall promptly be furnished by the Trustee to the NIMS
Insurer.  For the purposes of the REMIC election in respect of
REMIC 1, the REMIC 1 Regular Interests shall be designated as the
Regular Interests in REMIC 1 and the Class R‐1 Interest shall
be designated as the Residual Interest in REMIC 1.  For the
purposes of the REMIC election in respect of REMIC 2, the REMIC 2
Regular Interests shall be designated as the Regular Interests in
REMIC 2 and the Class R-2 Interest shall be designated as the
Residual Interest in REMIC 2.  The REMIC 3 Regular Interests
shall be designated as the Regular Interests in REMIC 3 and the
Class R-3 Interest shall be designated as the Residual Interest in
REMIC 3.  For the purposes of the REMIC election in respect of
REMIC CX, the Class C Certificates shall be designated as the
Regular Interests in REMIC CX and the Class R‐CX Interest
shall be designated as the Residual Interest in REMIC CX.  For
the purposes of the REMIC election in respect of REMIC PX, the
Class P Certificates shall be designated as the Regular Interests
in REMIC PX and the Class R‐PX Interest shall be designated
as the Residual Interest in REMIC PX.  For the purposes of the
REMIC election in respect of REMIC SwapX, the Class Swap IO
Upper-Tier Interest shall be designated as the Regular Interests in
REMIC SwapX and the Class R-SwapX Interest shall be designated as
the Residual Interest in REMIC SwapX.  The Trustee shall not
permit the creation of any “interests” in REMIC 1,
REMIC 2, REMIC 3, REMIC CX, REMIC SwapX or REMIC PX (within the
meaning of Section 860G of the Code) other than the REMIC 1 Regular
Interests, the REMIC 2 Regular Interests, the REMIC 3 Regular
Interests and the interests represented by the Certificates.



(b)        The Closing Date is
hereby designated as the “Startup Day” of each Trust
REMIC within the meaning of Section 860G(a)(9) of the
Code.



(c)        The Trustee shall
pay, out of funds on deposit in the Distribution Account, any and
all expenses relating to any tax audit of the Trust Fund
(including, but not limited to, any professional fees or any
administrative or judicial proceedings with respect to any Trust
REMIC that involve the Internal Revenue Service or state tax
authorities) unless such expenses, professional fees or any
administrative or judicial proceedings are incurred by reason of
the Trustee’s willful misfeasance, bad faith or
negligence.  The Trustee, as agent for each Trust
REMIC’s tax matters person, shall (i) act on behalf of
the Trust Fund in relation to any tax matter or controversy
involving any Trust REMIC and (ii) represent the Trust Fund in
any administrative or judicial proceeding relating to an
examination or audit by any governmental taxing authority with
respect thereto and will be entitled to reimbursement from the
Trust Fund for any expenses incurred by the Trustee in connection
therewith unless such administrative or judicial proceeding
relating to an examination or audit by any governmental taxing
authority is incurred by reason of the Trustee’s willful
misfeasance, bad faith or negligence.  The holder of the
largest Percentage Interest of the Class R Certificates shall be
designated, in the manner provided under Treasury regulations
Section 1.860F‐4(d) and Treasury regulations
Section 301.6231(a)(7)‐1, as the tax matters person of
each Trust REMIC created hereunder other than REMIC CX, REMIC SwapX
and REMIC PX.  The holder of the largest Percentage Interest
of the Class R-CX Certificates shall be designated, in the manner
provided under Treasury regulations Section 1.860F-4(d) and
Treasury regulations Section 301.6231(a)(7)-1, as the tax matters
person of REMIC CX and REMIC SwapX.  The holder of the largest
Percentage Interest of the Class R-PX Certificates shall be
designated, in the manner provided under Treasury regulations
Section 1.860F-4(d) and Treasury regulations Section
301.6231(a)(7)-1, as the tax matters person of REMIC PX.  By
its acceptance thereof, each such holder hereby agrees to
irrevocably appoint the Trustee or an Affiliate as its agent to
perform all of the duties of the tax matters person of each
respective REMIC.



(d)        The Trustee shall
prepare, sign and file in a timely manner, all of the Tax Returns
in respect of each REMIC created hereunder, copies of which Tax
Returns shall be promptly furnished to the NIMS Insurer.  The
expenses of preparing and filing such returns shall be borne by the
Trustee without any right of reimbursement therefor.  The
Servicer shall provide on a timely basis to the Trustee or its
designee such information with respect to the assets of the Trust
Fund as is in its possession and reasonably required by the Trustee
to enable it to perform its respective obligations under this
Article.



(e)        The Trustee shall
perform on behalf of each Trust REMIC all reporting and other tax
compliance duties that are the responsibility of such REMIC 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 such other compliance guidance, the Trustee
shall provide (i) to any Transferor of a Residual Certificate
(or other person designated in Section 860E(e)(3) of the Code)
and to the Internal Revenue Service such information as is
necessary for the computation of any tax relating to the transfer
of a Residual 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 each Trust REMIC.  The Servicer shall
provide on a timely basis to the Trustee such information with
respect to the assets of the Trust Fund, including, without
limitation, the Mortgage Loans, as is in its possession and
reasonably required by the Trustee to enable it to perform its
obligations under this subsection.  In addition, the Depositor
shall provide or cause to be provided to the Trustee, within ten
(10) days after the Closing Date, all information or data that the
Trustee 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.  The Depositor shall
also provide such information or data to the NIMS Insurer.



(f)         The Trustee
shall take such action and shall cause each Trust REMIC created
hereunder to take such action as shall be necessary to create or
maintain the status thereof as a REMIC under the REMIC Provisions
(and the Servicer shall assist the Trustee, to the extent
reasonably requested by the Trustee to do specific actions in order
to assist in the maintenance of such status).  The Trustee
shall not take any action, cause the Trust Fund 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 a
REMIC or (ii) result in the imposition of a tax upon the Trust
Fund (including but not limited to the tax on prohibited
transactions set forth in Section 860F(a) 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 Trustee and the NIMS Insurer have received
an Opinion of Counsel, addressed to the Trustee and the NIMS
Insurer (at the expense of the party seeking to take such action
but in no event at the expense of the Trustee) to the effect that
the contemplated action will not, with respect to any Trust REMIC,
endanger such status or result in the imposition of such a tax, nor
shall the Servicer take or fail to take any action (whether or not
authorized hereunder) as to which the Trustee 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; provided that the Servicer may conclusively rely on such
Opinion of Counsel and shall incur no liability for its action or
failure to act in accordance with such Opinion of Counsel. 
The Trustee shall deliver to the NIMS Insurer a copy of any such
advice or opinion.  In addition, prior to taking any action
with respect to any Trust REMIC or the assets thereof, or causing
any Trust REMIC to take any action, which is not contemplated under
the terms of this Agreement, the Servicer will consult with the
Trustee or its designee, in writing, with respect to whether such
action could cause an Adverse REMIC Event to occur with respect to
a Trust REMIC, and the Servicer shall not take any such action or
cause any Trust REMIC to take any such action as to which the
Trustee has advised it in writing that an Adverse REMIC Event could
occur; provided that the Servicer may conclusively rely on such
writing and shall incur no liability for its action or failure to
act in accordance with such writing.  The Trustee 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 Trustee.  At all times as may be required by
the Code, the Trustee will ensure that substantially all of the
assets of REMIC 1 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)        If any tax is imposed
on prohibited transactions of any Trust REMIC created hereunder
pursuant to Section 860F(a) of the Code, on the net income
from foreclosure property of  any such REMIC pursuant to
Section 860G(c) of the Code, or on any contributions to any
such REMIC after the Startup Day therefor pursuant to
Section 860G(d) of the Code, or if 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 Trustee pursuant to
Section 10.03 hereof, if such tax arises out of or results
from a breach by the Trustee of any of its obligations under this
Article X, (ii) to the Servicer pursuant to
Section 10.03 hereof, if such tax arises out of or results
from a breach by the Servicer of any of its obligations under
Article III or this Article X, or (iii) otherwise
against amounts on deposit in the Distribution Account and shall be
paid by withdrawal therefrom.



(h)        On or before April 15
of each calendar year commencing after the date of this Agreement,
the Trustee shall deliver to the Servicer, the NIMS Insurer and
each Rating Agency a Certificate from a Responsible Officer of the
Trustee stating the Trustee’s compliance with this
Article X.



(i)         The Trustee
shall, for federal income tax purposes, maintain books and records
with respect to each Trust REMIC on a calendar year and on an
accrual basis.



(j)         Following the
Startup Day, the Trustee shall not accept any contributions of
assets to any Trust REMIC other than in connection with any
Qualified Substitute Mortgage Loan delivered in accordance with
Section 2.03 unless it shall have received an Opinion of
Counsel to the effect that the inclusion of such assets in the
Trust Fund 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 Trustee
nor the Servicer shall enter into any arrangement by which any
Trust REMIC will receive a fee or other compensation for services
or permit any Trust REMIC 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.



(l)         The Trustee
shall treat each of the Reserve Fund, the Supplemental Interest
Trust (other than the Credit Support Annex Account), the Final
Maturity Reserve Trust as an outside reserve fund within the
meaning of Treasury Regulation 1.860G-2(h) that is owned by the
Holders of the Class C Certificates and that is not an asset of any
REMIC.  The Trustee shall treat the Credit Support Annex
Account as an outside reserve fund within the meaning of Treasury
Regulation 1.860G-2(h) that is owned by the Swap Counterparty and
that is not an asset of any REMIC.  The Trustee shall treat
the beneficial owners of the Certificates (other than the Class P
Certificates, the Class C Certificates and the Residual
Certificates) as having entered into a notional principal contract
with respect to the beneficial owners of the Class C
Certificates.  Pursuant to each such notional principal
contract, all beneficial owners of the Certificates (other than the
Class P Certificates, the Class C Certificates and the Residual
Certificates) shall be treated as having agreed to pay, on each
Distribution Date, to the beneficial owners of the Class C
Certificates an aggregate amount equal to the excess, if any, of
(i) the amount payable on such Distribution Date on the interest in
REMIC 3 corresponding to such Class of Certificates over (ii) the
amount payable on such Class of Certificates on such Distribution
Date (such excess, a “Class C Shortfall”).  A
Class C Shortfall payable from interest collections shall be
allocated pro rata among such Certificates based on the
amount of interest otherwise payable to such Certificates, and a
Class C Shortfall payable from principal collections shall be
allocated to the most subordinate Class of Certificates with an
outstanding Certificate Principal Balance to the extent of such
balance.  In addition, pursuant to such notional principal
contract, the beneficial owner of the Class C Certificates shall be
treated as having agreed to pay (i) Net WAC Rate Carryover Amounts
and (ii) on any Distribution Date on or after January 2017 through
the Distribution Date in December 2026 if amounts are not paid in
to the Final Maturity Reserve Trust because the Final Maturity
Reserve Funding Date has occurred or the amount on Schedule III
exceeds the Stated Principal Balance of the 40-year Mortgage Loans,
any amounts that would have been paid to the Final Maturity Reserve
Trust if the Final Maturity Reserve Funding Date had not occurred
or the Stated Principal Balance of the 40-year Mortgage Loans
exceeded the amount on Schedule III, to the extent such amounts are
used to make payments on such Certificates to the Holders of the
Certificates (other than the Class P Certificates, the Class C
Certificates and the Residual Certificates) pursuant to the terms
of this Agreement.  Any payments on the Certificates in light
of the foregoing shall not be payments with respect to a
“regular interest” in a REMIC within the meaning of
Code Section 860G(a)(1).  However, any payment from the
Certificates of a Class C Shortfall shall be treated for tax
purposes as having been received by the beneficial owners of such
Certificates in respect of their interests in the REMIC 3 and as
having been paid by such beneficial owners to the Supplemental
Interest Trust Trustee pursuant to the notional principal
contract.  Thus, each Certificate (other than the Class P
Certificates, the Class C Certificates and the Residual
Certificates) shall be treated as representing ownership of not
only regular interests in REMIC 3, but also ownership of an
interest in (and obligations with respect to) a notional principal
contract.  For purposes of determining the issue price of the
regular interests in REMIC 3, the Trustee shall assume that the
notional principal contract has a value of $10,000 as of the
Closing Date in favor of the Certificates (other than the Class C
Certificates, the Class P Certificates and the Residual
Certificates) and shall allocate such value proportionately to each
such Class of Certificates based on such Class’s initial
Certificate Principal Balance.


Section 10.02     
Prohibited Transactions and Activities.

None of the Depositor, the Servicer, the
Trustee or the Delaware Trustee shall 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 REMIC 1, (iii) the termination of REMIC 1
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), nor acquire any assets for any Trust
REMIC (other than REO Property acquired in respect of a defaulted
Mortgage Loan), nor sell or dispose of any investments in the
Collection Account or the Distribution Account for gain, nor accept
any contributions to any Trust REMIC after the Closing Date (other
than a Qualified Substitute Mortgage Loan delivered in accordance
with Section 2.03), unless it and the NIMS Insurer have
received an Opinion of Counsel, addressed to the Trustee and the
NIMS Insurer (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 or the Delaware 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 any Trust REMIC to be
subject to a tax on “prohibited transactions” or
“contributions” pursuant to the REMIC Provisions.


Section 10.03     
Trustee, Servicer and Depositor Indemnification.


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



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



(c)        The Depositor agrees
to indemnify the Trust Fund, the Delaware Trustee, the Servicer and
the Trustee for any taxes and costs including, without limitation,
any reasonable attorneys’ fees imposed on or incurred by the
Trust Fund, the Delaware Trustee, the Servicer or the Trustee as a
result of a breach of the Depositor’s covenants set forth in
this Article X.


ARTICLE XI



MISCELLANEOUS PROVISIONS 


Section 11.01     
Amendment.

This Agreement or any Custodial Agreement
may be amended from time to time by the Depositor, the Servicer,
the Trustee, the Delaware Trustee and, if applicable, the
Custodian, with the consent of the NIMS Insurer, and if necessary,
with the prior written consent of the Swap Counterparty (as
described below), and without the consent of any of the
Certificateholders, (i) to cure any ambiguity or defect,
(ii) to correct, modify or supplement any provisions herein
(including to give effect to the expectations of
Certificateholders), or in any Custodial Agreement, (iii) to
modify, eliminate or add to any of its provisions to such extent as
shall be necessary or desirable to maintain the qualification of
the Trust Fund as a REMIC at all times that any Certificate is
outstanding or to avoid or minimize the risk of the imposition of
any tax on the Trust Fund pursuant to the Code that would be a
claim against the Trust Fund, provided that the Trustee, the NIMS
Insurer, the Depositor and the Servicer have received an Opinion of
Counsel to the effect that (A) such action is necessary or
desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (B) such action
will not adversely affect the status of the Trust Fund as a REMIC
or adversely affect in any material respect the interest of any
Certificateholder or (iv) to make any other provisions with
respect to matters or questions arising under this Agreement or in
any Custodial Agreement which shall not be inconsistent with the
provisions of this Agreement or such Custodial Agreement, provided
that, in each case, such action shall not, as evidenced by an
Opinion of Counsel delivered to the parties hereto and the NIMS
Insurer, adversely affect in any material respect the interests of
any Certificateholder, provided, further, that (A) such action
will not affect in any material respect the permitted activities of
the Trust and (B) such action will not increase in any
material respect the degree of discretion which the Servicer is
allowed to exercise in servicing the Mortgage Loans and, provided,
further, that any such amendment which modifies the rights or
obligations of the Delaware Trustee hereunder shall require the
consent of the Delaware Trustee.  No amendment shall be deemed
to adversely affect in any material respect the interests of any
Certificateholder who shall have consented thereto, and no Opinion
of Counsel shall be required to address the effect of any such
amendment on any such consenting Certificateholder.


This Agreement or any Custodial Agreement
may also be amended from time to time by the Depositor, the
Servicer, the Trustee, the Delaware Trustee and, if applicable, the
Custodian, with the consent of the NIMS Insurer, and if necessary,
with the prior written consent of the Swap Counterparty (as
described below), and with the consent of the Holders of
Certificates entitled to at least 66% 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 any
Custodial 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% of the Voting Rights allocated to such Class, or
(iii) modify the consents required by the immediately
preceding clauses (i) and (ii) without the consent of the
Holders of all Certificates then outstanding and, provided,
further, that any such amendment which modifies the rights or
obligations of the Delaware Trustee hereunder shall require the
consent of the Delaware Trustee.  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 Depositor or the
Servicer or any Affiliate thereof shall be entitled to Voting
Rights with respect to matters affecting such
Certificates. 


In addition to the provisions of this
Section 11.01 and as long as the Swap Counterparty remains the Swap
Counterparty under the Swap Agreement or is owed any amounts under
this Agreement, the prior written consent of the Swap Counterparty
shall be necessary for the adoption of any proposed amendment of
this Agreement that, in the Swap Counterparty’s reasonable
determination, materially affects the Swap Counterparty’s
rights or interests under this Agreement, including, but not
limited to, the right to receive any Net Swap Payment or Swap
Termination Payment due and owing to it under this Agreement;
provided that any such consent of the Swap Counterparty shall not
be unreasonably withheld.


Notwithstanding any contrary provision of
this Agreement, the Trustee and the NIMS Insurer shall be entitled
to receive an Opinion of Counsel 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 Trustee shall furnish a copy of such amendment to
each Certificateholder and the NIMS Insurer.


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.


The cost of any Opinion of Counsel to be
delivered pursuant to this Section 11.01 shall be borne by the
Person seeking the related amendment, but in no event shall such
Opinion of Counsel be an expense of the Trustee, the Delaware
Trustee or the Trust Fund.


Each of the Trustee and the Delaware Trustee
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 Servicer at the expense of the Trust, but only upon
direction of Certificateholders 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 together constitute
but one and the same instrument.


Section 11.03     
Limitation on Rights of Certificateholders.

The death or incapacity of any
Certificateholder shall not (i) operate to terminate this
Agreement or the Trust, (ii) 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, or (iii) otherwise
affect the rights, obligations and liabilities of the parties
hereto or any of them.


Except as expressly provided for herein, no
Certificateholder shall have any right to vote or in any manner
otherwise control the operation and management of the Trust, 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 person 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 written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates entitled to at least 25% 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
reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee
for 15 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, which priority or preference is not otherwise provided
for herein, 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 11.03 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; Jurisdiction.

This Agreement shall be construed in
accordance with the laws of the State of Delaware and the
obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.


Section 11.05     
Notices.

All directions, demands and notices
hereunder shall be in writing and shall be deemed to have been duly
given if personally delivered at or mailed by first class mail,
postage prepaid, by facsimile or by express delivery service, to
(a) in the case of the Servicer, Washington Mutual Bank, 1301
Second Avenue, Seattle, Washington 98101, Attention:  General
Counsel (telecopy number:  (206) 554-2717), with a copy to
Washington Mutual Bank, 11200 W. Parkland Ave., Milwaukee, WI
53224, Attention: Investor Reporting, or such other address or
telecopy number as may hereafter be furnished to the other parties
hereto in writing by the Servicer, (b) in the case of the
Trustee, Deutsche Bank National Trust Company, 1761 St. Andrew
Place, Santa Ana, California 92705‐4934, Attention: 
Trust Administration Services LB0611 (telecopy number (714)
247‐6478) or such other address or telecopy number as may
hereafter be furnished to the other parties hereto in writing by
the Trustee, (c) in the case of the Delaware Trustee, 1011
Centre Road, Suite 200, Wilmington, DE  19805-1266, or such
other address as may be furnished to the other parties hereto in
writing by the Delaware Trustee, (d) in the case of the
Depositor, Long Beach Securities Corp., 1400 South Douglass Road,
Suite 100, Anaheim, California 92806, Attention:  General
Counsel (telecopy number:  (206) 554-2717), or such other
address or telecopy number as may be furnished to the other parties
hereto in writing by the Depositor, (e) in the case of the Swap
Counterparty, as provided in the Swap Agreement, and (f) in the
case of the NIMS Insurer, the NIMS Insurer’s address or
telecopy number as set forth in the Indenture, or such other
addresses or telecopy number as may be furnished to the other
parties hereto in writing by the NIMS Insurer.  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.  Notice of any
Servicer default shall be given by telecopy and by certified
mail.  Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have duly been given
when mailed, whether or not the Certificateholder receives such
notice.  A copy of any notice required to be telecopied
hereunder shall also be mailed to the appropriate party in the
manner set forth above.


Section 11.06     
Severability of Provisions.

If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall for any
reason whatsoever be 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      Notice
to the Rating Agencies, the Swap Counterparty and the NIMS
Insurer.

The Trustee shall use its best efforts
promptly to provide notice to the Rating Agencies, the Swap
Counterparty and the NIMS Insurer with respect to each of the
following of which it has actual knowledge:



1.         Any amendment to
this Agreement;



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



3.         The resignation
or termination of the Servicer, the Trustee or the Delaware
Trustee;



4.         The repurchase
or substitution of Mortgage Loans pursuant to or as contemplated by
Section 2.03;



5.         The final
payment to the Holders of any Class of Certificates;



6.         Any change in
the location of the Collection Account or the Distribution
Account;



7.         The Trustee were
it to succeed as Servicer, is unable to make advances regarding
delinquent Mortgage Loans; and



8.         The filing of
any claim under the Servicer’s blanket bond and errors and
omissions insurance policy required by Section 3.14 or the
cancellation or material modification of coverage under any such
instrument.


In addition, the Trustee shall promptly make
available to each Rating Agency and the Swap Counterparty copies of
each Statement to Certificateholders described in Section 4.03
hereof and the Servicer shall promptly furnish to each Rating
Agency copies of the following:



1.         each annual
statement as to compliance described in Section 3.20
hereof;



2.         each annual
independent public accountants’ servicing report described in
Section 3.21 hereof.


Any such notice pursuant to this
Section 11.07 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)
Moody’s Investors Service, Inc., 99 Church Street, New York,
New York 10048, Attention:  MBS Monitoring/Long Beach Mortgage
Loan Trust 2006‐11, (ii) Standard & Poor’s Rating
Services, Inc., 55 Water Street, New York, New York 10041, (iii)
Wachovia Bank, N.A., 301 South College, DC‐8, Charlotte, NC
28202-0600, Attention:  Bruce M. Young, Senior Vice President,
Risk Management and (iv) the NIMS Insurer at the address provided
in Section 11.05. 


In addition, each party hereto agrees that
it will furnish or make available to the NIMS Insurer a copy of any
opinions, notices, reports, schedules, certificates, statements,
rating confirmation letters or other information that are furnished
hereunder to the Trustee or the Certificateholders.


Section 11.08     
Article and Section References.

All Article and Section references
used in this Agreement, unless otherwise provided, are to articles
and sections in this Agreement.


Section
11.09      Third-Party
Beneficiaries.


(a)        The NIMS Insurer
shall be deemed a third‐party beneficiary of this Agreement,
and shall be entitled to enforce such rights, in each case, as if
it were a party hereto.  Notwithstanding anything to the
contrary anywhere in this Agreement, all rights of the NIMS Insurer
hereunder (i) shall be suspended whenever rights of the NIMS
Insurer under the Indenture (other than the right to consent to
amendments to the Indenture) are suspended and (ii) except in
the case of any right to indemnification hereunder shall
permanently terminate upon the later to occur of (A) the
payment in full of the Insured NIM Notes as provided in the
Indenture and (B) the payment in full to the NIMS Insurer of
any amounts owed to the NIMS Insurer as provided in the
Indenture.



(b)        The Swap Counterparty
shall be deemed a third-party beneficiary of this Agreement, and
shall be entitled to enforce such rights, in each case, as if it
were a party hereto.  Notwithstanding anything to the contrary
anywhere in this Agreement, all rights of the Swap Counterparty
hereunder shall permanently terminate upon the later to occur of
(i) the expiration of the Swap Agreement, and (ii) the payment in
full to the Swap Counterparty, of any amounts owed to it under the
Swap Agreement.




Section 11.10      Grant
of Security Interest. 


It is the express intent of the parties
hereto that the conveyance of the Mortgage Loans and the other
property specified in Section 2.01 by the Depositor to the Trust
be, and be construed as, a sale and not a pledge to secure a debt
or other obligation of the Depositor.  However, in the event
that, notwithstanding the aforementioned intent of the parties, the
Mortgage Loans or other property conveyed to the Trust pursuant to
Section 2.01 are held to be property of the Depositor, then,
(a) it is the express intent of the parties that such
conveyance be deemed a pledge of the Mortgage Loans and all other
property conveyed to the Trust pursuant to Section 2.01 by the
Depositor to the Trust to secure a debt or other obligation of the
Depositor and (b)(1) this Agreement shall also be deemed to be
a security agreement within the meaning of Articles 8 and 9 of the
Uniform Commercial Code as in effect from time to time in the State
of Delaware; (2) the conveyance provided for in
Section 2.01 hereof shall be deemed to be a grant by the
Depositor to the Trust of a security interest in all of the
Depositor’s right, title and interest in and to the Mortgage
Loans and all amounts payable to the holders of the Mortgage Loans
and all other property conveyed to the Trust pursuant to Section
2.01 in accordance with the terms thereof and all proceeds of the
conversion, voluntary or involuntary, of the foregoing into cash,
instruments, securities or other property, including without
limitation all amounts, other than investment earnings, from time
to time held or invested in the Collection Account and the
Distribution Account, whether in the form of cash, instruments,
securities or other property; (3) the obligations secured by
such security agreement shall be deemed to be all of the
Depositor’s obligations under this Agreement, including the
obligation to provide to the Certificateholders and the Swap
Counterparty the benefits of this Agreement relating to the
Mortgage Loans and the Trust Fund; and (4) 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 Trust for the purpose of perfecting such security interest
under applicable law.  Accordingly, the Depositor hereby
grants to the Trust a security interest in the Mortgage Loans and
all other property described in clause (2) of the preceding
sentence, for the purpose of securing to the Trust the performance
by the Depositor of the obligations described in clause (3) of the
preceding sentence.  Notwithstanding the foregoing, the
parties hereto intend the conveyance pursuant to Section 2.01
to be a true, absolute and unconditional sale of the Mortgage Loans
and assets constituting the Trust Fund by the Depositor to the
Trust.
























IN WITNESS WHEREOF, the Depositor, the
Servicer, the Trustee and the Delaware 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.


LONG BEACH SECURITIES
CORP.,


  as Depositor


 


 


By:          /s/ Barbara Loper                                         



Name:     Barbara Loper



Title:        Authorized
Transaction Management Officer



 


 


WASHINGTON MUTUAL
BANK,


  as Servicer


 


 


By:          /s/ Wendy Loncar                                         



Name:     Wendy Loncar



Title:        Assistant Vice
President



 


 



DEUTSCHE BANK NATIONAL TRUST COMPANY,


  as Trustee


 


 


By:          /s/ Ronaldo
Reyes                                         



Name:     Ronaldo Reyes



Title:        Vice President


 


 



By:          /s/
Melissa Wilman                                        



Name:     Melissa Wilman



Title:        Vice President


 



DEUTSCHE BANK TRUST COMPANY DELAWARE,


  as Delaware
Trustee


 


 


By:          /s/ Elizabeth B.
Ferry                                    



Name:     Elizabeth B. Ferry



Title:        Assistant Vice
President



 
























STATE OF
WASHINGTON             
)



                                                               )  ss.:


COUNTY OF
KING                             )


 


On December
_13, 2006 before me, __Griffin C. Deebach___,
personally appeared BARBARA LOPER, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the
person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized
capacity, and that by his signature on the instrument the person,
or the entity upon behalf of which the person acted, executed the
instrument.


 


WITNESS my hand and official seal.


 


 


Signature ____/s/ Griffin C.
Deebach____________


 


 


(Seal)

























STATE OF
WASHINGTON             
)



                                                               )  ss.:


COUNTY OF
KING                             )





 


                            On December
_11, 2006 before me, ___Jessica Jaeger_____,
personally appeared WENDY LONCAR, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person whose
name is subscribed to the within instrument and acknowledged to me
that he executed the same in his authorized capacity, and that by
his signature on the instrument the person, or the entity upon
behalf of which the person acted, executed the instrument.


 


WITNESS my hand and official seal.


 


 


Signature _____/s/ Jessica
Jaeger_________


 


 


                                                                                                                                               (Seal)


 























STATE OF
CALIFORNIA                
)



                                                               )  ss.:


COUNTY OF
ORANGE                     )


 


                          On December
_11, 2006 before me, ____Tony T. Trinh___________,
personally appeared RONALDO REYES, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the
person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized
capacity, and that by his signature on the instrument the person,
or the entity upon behalf of which the person acted, executed the
instrument.


 


WITNESS my hand and official seal.


 


 


Signature _____/s/ Tony T.
Trinh__________


 


 


                                                                                                                                               (Seal)


 























STATE OF
CALIFORNIA                
)



                                                               )  ss.:


COUNTY OF
ORANGE                     
)


 


 


                       On December
_11, 2006 before me, ____Tony T. Trinh___________,
personally appeared MELISSA WILMAN, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the
person whose name is subscribed to the within instrument and
acknowledged to me that she executed the same in her authorized
capacity, and that by her signature on the instrument the person,
or the entity upon behalf of which the person acted, executed the
instrument.


 


WITNESS my hand and official seal.


 


 


Signature _____/s/ Tony T.
Trinh__________


 


 


                                                                                                                                                                            (Seal)


 






























STATE OF
DELAWARE                   
)



                                                               
)  ss.:


COUNTY OF NEW
CASTLE             
)


 


 


On this _11th day of December 2006
before me, a Notary Public in and for said State, personally
appeared __ELIZABETH B. FERRY_, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacit(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.


 


WITNESS my hand and official
seal.



Signature__/s/ Sharon T. Weaver_____


 


 


(Seal)


 









EXHIBIT A-1



[FORM OF SENIOR
CERTIFICATE]



 



UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.



 



SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE EVIDENCES 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, AS AMENDED (THE
“CODE”).



 



NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A
“PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE
MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED
HEREIN.



 


	

Certificate No.

	

:

	

[__]


	

Cut-off Date

	

:

	

With respect to any Mortgage Loan, December
1, 2006


	

First Distribution Date

	

:

	

January 25, 2007


	

Initial Certificate Principal Balance of
this Certificate (“Denomination”)

	

:

	

$[____________]


	

Original Class Certificate Principal Balance
of this Class

	

:

	

$[_____________.__]


	

Percentage Interest

	

:

	

[__.__]%


	

Pass-Through Rate

	

:

	

Variable


	

CUSIP

	

:

	

[_____________]


	

Class

	

:

	

[___]


	

Final Scheduled Distribution Date

	

:

	

December 2036


	

Assumed Final Maturity Date

	

:

	

January 2047















 






Long Beach Mortgage
Loan Trust 2006‐11

Asset-Backed Certificates,

Series 2006‐11

Class [___]



 



evidencing the
Percentage Interest in the distributions allocable to the
Certificates of the above-referenced Class with respect to the
Trust consisting of first and second lien, fixed rate and
adjustable rate mortgage loans (the “Mortgage
Loans”)



 



LONG BEACH SECURITIES
CORP., as Depositor



 



           
Principal in respect of this Certificate is distributable monthly
as set forth herein. Accordingly, the Certificate Principal Balance
of this Certificate at any time may be less than the Initial
Certificate Principal Balance set forth on the face hereof, as
described herein.  This Certificate does not evidence an
obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Trustee or the Delaware Trustee
referred to below or any of their respective affiliates.



 



           
This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by
dividing the Denomination of this Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions
with respect to a Trust consisting primarily of the Mortgage Loans
deposited by Long Beach Securities Corp. (the
“Depositor”).  The Trust was created pursuant to a
Pooling and Servicing Agreement dated as of December 1, 2006 (the
“Agreement”) among the Depositor, Washington Mutual
Bank, as servicer (the “Servicer”), Deutsche Bank
National Trust Company, as trustee (the “Trustee”)
and Deutsche Bank Trust Company Delaware, as Delaware
trustee (the “Delaware Trustee”).  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 to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or
indirectly, on behalf of any such Plan or any person using Plan
Assets to acquire this Certificate shall be made except in
accordance with Section 5.02(c) of the Agreement.



 



           
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.



 



           
This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned
by an authorized signatory of the Trustee.



 












 






           
IN WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused this
Certificate to be duly executed.



 



Dated:  _________, 2006



LONG BEACH MORTGAGE LOAN TRUST
2006‐11



 



By:       DEUTSCHE
BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee



 



 



By                                                                               



 



 



This is one of the Class [___] Certificates
referenced in the within-mentioned Agreement







By                                                                   


            
Authorized Signatory of

           
Deutsche Bank National Trust Company,

            
as Trustee



 
















EXHIBIT
A-2



 



FORM OF SUBORDINATE
CERTIFICATE



 



UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.



 



[WITH RESPECT TO THE CLASS B CERTIFICATES
ONLY:]  THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”).  ANY RESALE OR TRANSFER OF THIS
CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE
MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS
OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT
REFERRED TO HEREIN.



 



THIS CERTIFICATE IS SUBORDINATE TO THE CLASS I-A
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2
CERTIFICATES, THE CLASS II-A3 CERTIFICATES [,/AND] THE CLASS II-A4
CERTIFICATES [AND ANY ADDITIONAL CERTIFICATES, IF APPLICABLE] TO
THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.



 



SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE EVIDENCES 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, AS AMENDED (THE
“CODE”).



 



NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A
“PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE
MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED
HEREIN.



 


	

Certificate No.

	

:

	

[__]


	

Cut-off Date

	

:

	

With respect to any Mortgage Loan, December
1, 2006


	

First Distribution Date

	

:

	

January 25, 2007


	

Initial Certificate Principal Balance of
this Certificate (“Denomination”)

	

:

	

$[____________]


	

Original Class Certificate Principal Balance
of this Class

	

:

	

$[_____________.__]


	

Percentage Interest

	

:

	

[__.__]%


	

Pass-Through Rate

	

:

	

Variable


	

CUSIP

	

:

	

[_____________]


	

Class

	

:

	

[___]


	

Final Scheduled Distribution Date

	

:

	

December 2036


	

Assumed Final Maturity Date

	

:

	

January 2047















 






Long Beach Mortgage
Loan Trust 2006‐11

Asset-Backed Certificates,

Series 2006‐11

Class [___]



 



evidencing the
Percentage Interest in the distributions allocable to the
Certificates of the above-referenced Class with respect to the
Trust consisting of first and second lien, fixed rate and
adjustable rate mortgage loans (the “Mortgage
Loans”)



 



LONG BEACH SECURITIES
CORP., as Depositor



 



           
Principal in respect of this Certificate is distributable monthly
as set forth herein. Accordingly, the Certificate Principal Balance
of this Certificate at any time may be less than the Initial
Certificate Principal Balance set forth on the face hereof, as
described herein.  This Certificate does not evidence an
obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Trustee or the Delaware Trustee
referred to below or any of their respective affiliates.



 



           
This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by
dividing the Denomination of this Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions
with respect to a Trust consisting primarily of the Mortgage Loans
deposited by Long Beach Securities Corp. (the
“Depositor”).  The Trust was created pursuant to a
Pooling and Servicing Agreement dated as of December 1, 2006 (the
“Agreement”) among the Depositor, Washington Mutual
Bank, as servicer (the “Servicer”), Deutsche Bank
National Trust Company, as trustee (the “Trustee”)
and Deutsche Bank Trust Company Delaware, as Delaware
trustee (the “Delaware Trustee”).  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.



 



[WITH RESPECT TO THE CLASS B CERTIFICATES
ONLY:]  No transfer, sale, pledge or other
disposition of a Certificate of this Class shall be made unless
such disposition is exempt from the registration requirements of
the 1933 Act, and any applicable state securities laws or is made
in accordance with the 1933 Act and laws.  In the event that a
transfer of this Certificate is to be made without registration
under the 1933 Act (other than in connection with the initial sale
of thereof to the initial purchasers or the initial issuance
thereof), then the Trustee shall refuse to register such transfer
unless it receives (and upon receipt, may conclusively rely upon) a
certificate from the Certificateholder desiring to effect such
transfer substantially in the form attached as Exhibit J-1A to the
Agreement and a certificate from such Certificateholder’s
prospective transferee substantially in the form attached as
Exhibit J-1B to the Agreement (which in the case of the Book-Entry
Certificates, the Certificateholder and the
Certificateholder’s prospective transferee will be deemed to
have represented such certification).  The Holder hereof
desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that
may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.



 



           
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or
indirectly, on behalf of any such Plan or any person using Plan
Assets to acquire this Certificate shall be made except in
accordance with Section 5.02(c) of the Agreement.



 



           
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.



 



           
This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned
by an authorized signatory of the Trustee.



 












 






           
IN WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused
this Certificate to be duly executed.



 



Dated:  _________, 2006



LONG BEACH MORTGAGE LOAN TRUST
2006‐11



 



By:       DEUTSCHE
BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee



 



 



By                                                                               



 



 



This is one of the
Class [___] Certificates

 referenced in the within-mentioned Agreement







By                                                                   


            
Authorized Signatory of

           
Deutsche Bank National Trust Company,

            
as Trustee



 

















EXHIBIT
A-3



 



FORM OF CLASS C
CERTIFICATE



 



SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE EVIDENCES OWNERSHIP OF TWO SEPARATE “REGULAR
INTERESTS” IN “REAL ESTATE MORTGAGE INVESTMENT
CONDUITS,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE “CODE”).



 



THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”).  ANY RESALE OR TRANSFER OF THIS
CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE
MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS
OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT
REFERRED TO HEREIN.



 



THIS CERTIFICATE IS SUBORDINATE TO THE CLASS I-A
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2
CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE CLASS II-A4
CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2
CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4
CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6
CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE CLASS M-8
CERTIFICATES, THE CLASS M-9 CERTIFICATES, CLASS B-1 CERTIFICATES
AND THE CLASS B-2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.



 



NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A
“PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE
MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED
HEREIN.



 


	

Certificate No.

	

:

	

[__]


	

Cut-off Date

	

:

	

With respect to any Mortgage Loan, December
1, 2006


	

First Distribution Date

	

:

	

January 25, 2007


	

Original Certificate Principal
Balance

	

:

	

$[____________]


	

Initial Notional Amount of this Certificate
(“Denomination”)

	

:

	

$[____________]


	

Original Notional Amount of this
Class

	

:

	

$[____________]


	

Percentage

	

:

	

100%


	

Pass-Through Rate

	

:

	

Variable


	

Class

	

:

	

C






 














Long Beach Mortgage
Loan Trust 2006‐11

Asset-Backed Certificates,

Series 2006‐11

Class C



 



evidencing the
Percentage Interest in the distributions allocable to the
Certificates of the above-referenced Class with respect to the
Trust consisting of first and second lien, fixed rate and
adjustable rate mortgage loans (the “Mortgage
Loans”)



 



LONG BEACH SECURITIES
CORP., as Depositor



 



           
Principal in respect of this Certificate is distributable monthly
as set forth herein.  Accordingly, the Certificate Principal
Balance of this Certificate at any time may be less than the
Initial Certificate Principal Balance set forth on the face hereof,
as described herein.  This Certificate does not evidence an
obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Trustee or the Delaware Trustee
referred to below or any of their respective affiliates.



 



           
This certifies that WM Asset Holdings Corp. is the registered owner
of the Percentage Interest evidenced by this Certificate (obtained
by dividing the Denomination of this Certificate by the Original
Notional Amount) in certain distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Long Beach
Securities Corp. (the “Depositor”).  The Trust was
created pursuant to a Pooling and Servicing Agreement dated as of
December 1, 2006 (the “Agreement”) among the Depositor,
Washington Mutual Bank, as servicer (the “Servicer”),
Deutsche Bank National Trust Company, as trustee (the
“Trustee”) and Deutsche Bank Trust Company
Delaware, as Delaware trustee (the “Delaware
Trustee”).  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, sale, pledge or other disposition of a Certificate of
this Class shall be made unless such disposition is exempt from the
registration requirements of the 1933 Act, and any applicable state
securities laws or is made in accordance with the 1933 Act and
laws.  In the event that a transfer is to be made in reliance
upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder
desiring to effect such transfer and such Certificateholder’s
prospective transferee shall each certify to the Trustee and the
Depositor in writing the facts surrounding the transfer.  In
the event that such a transfer is not to be made pursuant to Rule
144A of the Act, there shall be delivered to the Trustee and the
Depositor an Opinion of Counsel that such transfer may be made
pursuant to an exemption from the Act, which Opinion of Counsel
shall not be obtained at the expense of the Trustee, the Delaware
Trustee, the Servicer or the Depositor; or there shall be delivered
to the Trustee and the Depositor a transferor certificate by the
transferor and an investment letter shall be executed by the
transferee.  The Holder hereof desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trustee,
the Delaware Trustee and the Depositor against any liability that
may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.



 



           
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or
indirectly, on behalf of any such Plan or any person using Plan
Assets to acquire this Certificate shall be made except in
accordance with Section 5.02(c) of the Agreement.



 



           
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.



 



           
This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned
by an authorized signatory of the Trustee.



 












 






           
IN WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused
this Certificate to be duly executed.



 



Dated:  _________, 2006



LONG BEACH MORTGAGE LOAN TRUST
2006‐11



 



By:       DEUTSCHE
BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee



 



 



By                                                                               



 



This is one of the
Class C Certificates

 referenced in the within-mentioned Agreement







By                                                       


            
Authorized Signatory of

            
Deutsche Bank National Trust Company,

            
as Trustee



 

















EXHIBIT
A-4



 



FORM OF CLASS P
CERTIFICATE



 



SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE IS 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, AS AMENDED (THE
“CODE”).



 



THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”).  ANY RESALE OR TRANSFER OF THIS
CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE
MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS
OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT
REFERRED TO HEREIN.



 



NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A
“PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE
MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED
HEREIN.



 


	

Certificate No.

	

:

	

[__]


	

Cut-off Date

	

:

	

With respect to any Mortgage Loan, December
1, 2006


	

First Distribution Date

	

:

	

January 25, 2007


	

Initial Certificate Principal Balance of
this Certificate (“Denomination”)

	

:

	

$100.00


	

Original Class Certificate Principal Balance
of this Class

	

:

	

$100.00


	

Percentage Interest

	

:

	

100%


	

Class

	

:

	

P






 



 












 






Long Beach Mortgage
Loan Trust 2006‐11

Asset-Backed Certificates,

Series 2006‐11

Class P



 



evidencing the
Percentage Interest in the distributions allocable to the
Certificates of the above-referenced Class with respect to the
Trust consisting of first and second lien, fixed rate and
adjustable rate mortgage loans (the “Mortgage
Loans”)



 



LONG BEACH SECURITIES
CORP., as Depositor



 



           
Principal in respect of this Certificate is distributable monthly
as set forth herein. Accordingly, the Certificate Principal Balance
of this Certificate at any time may be less than the Initial
Certificate Principal Balance set forth on the face hereof, as
described herein.  This Certificate does not evidence an
obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Trustee or the Delaware Trustee
referred to below or any of their respective affiliates.



 



           
This certifies that WM Asset Holdings Corp. is the registered owner
of the Percentage Interest evidenced by this Certificate (obtained
by dividing the Denomination of this Certificate by the Original
Class Certificate Principal Balance) in certain distributions with
respect to a Trust consisting primarily of the Mortgage Loans
deposited by Long Beach Securities Corp. (the
“Depositor”).  The Trust was created pursuant to a
Pooling and Servicing Agreement dated as of December 1, 2006 (the
“Agreement”) among the Depositor, Washington Mutual
Bank, as servicer (the “Servicer”), Deutsche Bank
National Trust Company, as trustee (the “Trustee”)
and Deutsche Bank Trust Company Delaware, as Delaware
trustee (the “Delaware Trustee”).  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.



 



           
This Certificate does not have a pass-through rate and will be
entitled to distributions only to the extent set forth in the
Agreement.



 



           
No transfer, sale, pledge or other disposition of a Certificate of
this Class shall be made unless such disposition is exempt from the
registration requirements of the 1933 Act, and any applicable state
securities laws or is made in accordance with the 1933 Act and
laws.  In the event that a transfer is to be made in reliance
upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder
desiring to effect such transfer and such Certificateholder’s
prospective transferee shall each certify to the Trustee and the
Depositor in writing the facts surrounding the transfer.  In
the event that such a transfer is not to be made pursuant to Rule
144A of the Act, there shall be delivered to the Trustee and the
Depositor an Opinion of Counsel that such transfer may be made
pursuant to an exemption from the Act, which Opinion of Counsel
shall not be obtained at the expense of the Trustee, the Delaware
Trustee, the Servicer or the Depositor; or there shall be delivered
to the Trustee and the Depositor a transferor certificate by the
transferor and an investment letter shall be executed by the
transferee.  The Holder hereof desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trustee,
the Delaware Trustee and the Depositor against any liability that
may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.



 



           
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or
indirectly, on behalf of any such Plan or any person using Plan
Assets to acquire this Certificate shall be made except in
accordance with Section 5.02(c) of the Agreement.



 



           
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.



 



           
This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned
by an authorized signatory of the Trustee.



 












 






           
IN WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused
this Certificate to be duly executed.



 



Dated:  _________, 2006



LONG BEACH MORTGAGE LOAN TRUST
2006‐11



 



By:       DEUTSCHE
BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee



 



 



By                                                                               



 



This is one of the
Class P Certificates

 referenced in the within-mentioned Agreement







By                                                       


            
Authorized Signatory of

           
Deutsche Bank National Trust Company,

            
as Trustee



 

















EXHIBIT
A-5



 



FORM OF RESIDUAL
CERTIFICATES



 



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



 



THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”).  ANY RESALE OR TRANSFER OF THIS
CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE
MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS
OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT
REFERRED TO HEREIN.



 



THIS CLASS [R/R-CX/R-PX] CERTIFICATE HAS NO
PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND WILL NOT RECEIVE ANY
DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.



 



NO TRANSFER OF THIS CERTIFICATE TO A
“DISQUALIFIED ORGANIZATION,” AS SUCH TERM IS DEFINED IN
SECTION 860E OF THE CODE, SHALL BE MADE.



 



NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN
MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE
TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF
THE AGREEMENT REFERRED TO HEREIN.



 



NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A
“PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE
MADE.



 


	

Certificate No.

	

:

	

[__]


	

Cut-off Date

	

:

	

With respect to any Mortgage Loan, December
1, 2006


	

First Distribution Date

	

:

	

January 25, 2007


	

Percentage Interest

	

:

	

100%


	

Class

	

:

	

[R/R-CX/R-PX]






 












 






Long Beach Mortgage
Loan Trust 2006‐11

Asset-Backed Certificates,

Series 2006‐11

Class [R/R-CX/R-PX]



 



evidencing the
Percentage Interest in the distributions allocable to the
Certificates of the above-referenced Class with respect to the
Trust consisting primarily of a pool of first and second lien,
fixed rate and adjustable rate mortgage loans (the “Mortgage
Loans”)



 



LONG BEACH SECURITIES
CORP., as Depositor



 



           
This Certificate does not evidence an obligation of, or an interest
in, and is not guaranteed by the Depositor, the Servicer, the
Trustee or the Delaware Trustee referred to below or any of their
respective affiliates.



 



           
This certifies that WM Asset Holdings Corp. is the registered owner
of the Percentage Interest evidenced by this Certificate specified
above in the interest represented by all Certificates of the Class
to which this Certificate belongs in a Trust consisting primarily
of the Mortgage Loans deposited by Long Beach Securities Corp. (the
“Depositor”).  The Trust was created pursuant to a
Pooling and Servicing Agreement dated as of December 1, 2006 (the
“Agreement”) among the Depositor, Washington Mutual
Bank, as servicer (the “Servicer”), Deutsche Bank
National Trust Company, as trustee (the “Trustee”)
and Deutsche Bank Trust Company Delaware, as Delaware
trustee (the “Delaware Trustee”).  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.



 



           
This Certificate does not have a principal balance or pass-through
rate and will be entitled to distributions only to the extent set
forth in the Agreement.  In addition, any distribution of the
proceeds of any remaining assets of the Trust will be made only
upon presentment and surrender of this Certificate at the office or
agency designated by the Trustee.



 



           
No transfer, sale, pledge or other disposition of a Certificate of
this Class shall be made unless such disposition is exempt from the
registration requirements of the 1933 Act, and any applicable state
securities laws or is made in accordance with the 1933 Act and
laws.  In the event that a transfer is to be made in reliance
upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder
desiring to effect such transfer and such Certificateholder’s
prospective transferee shall each certify to the Trustee and the
Depositor in writing the facts surrounding the transfer.  In
the event that such a transfer is not to be made pursuant to Rule
144A of the Act, there shall be delivered to the Trustee and the
Depositor an Opinion of Counsel that such transfer may be made
pursuant to an exemption from the Act, which Opinion of Counsel
shall not be obtained at the expense of the Trustee, the Delaware
Trustee, the Servicer or the Depositor; or there shall be delivered
to the Trustee and the Depositor a transferor certificate by the
transferor and an investment letter shall be executed by the
transferee.  The Holder hereof desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trustee,
the Delaware Trustee and the Depositor against any liability that
may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.



 



           
No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or
indirectly, on behalf of any such Plan or any person using Plan
Assets to acquire this Certificate shall be made.



 



           
Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions of the Agreement, including but not
limited to the restrictions that (i) each person holding or
acquiring any Ownership Interest in this Certificate must be a
Permitted Transferee, (ii) no Ownership Interest in this
Certificate may be transferred without delivery to the Trustee of
(a) a transfer affidavit of the proposed transferee and (b) a
transfer certificate of the transferor, each of such documents to
be in the form described in the Agreement, (iii) each person
holding or acquiring any Ownership Interest in this Certificate
must agree to require a transfer affidavit and to deliver a
transfer certificate to the Trustee as required pursuant to the
Agreement, (iv) each person holding or acquiring an Ownership
Interest in this Certificate must agree not to transfer an
Ownership Interest in this Certificate if it has actual knowledge
that the proposed transferee is not a Permitted Transferee and (v)
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.  Pursuant to the Agreement, the Trustee will
provide the Internal Revenue Service and any pertinent persons with
the information needed to compute the tax imposed under the
applicable tax laws on transfers of residual interests to
Disqualified Organizations, if any Disqualified Organization
acquires an Ownership Interest on a Class R Certificate in
violation of the restrictions mentioned above.



 



           
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.



 



           
This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned
by an authorized officer of the Trustee.



 












 






           
IN WITNESS WHEREOF, the Trustee, on behalf of the Trust has caused
this Certificate to be duly executed.



 



Dated:  _________, 2006



 



LONG BEACH MORTGAGE LOAN TRUST
2006‐11



 



By:       DEUTSCHE
BANK NATIONAL TRUST COMPANY

not in its individual capacity, but solely as

Trustee



 



 



By                                                                               



 



This is one of the
Class [R/R-CX/R-PX] Certificates

 referenced in the within-mentioned Agreement







By                                                                   


            
Authorized Signatory of

           
Deutsche Bank National Trust Company,

            
as Trustee



 

















EXHIBIT
A-6



 



[Form of Reverse of
Certificate]



 



Reverse of Class [__]
Certificates



 



Long Beach Mortgage
Loan Trust 2006‐11

Asset-Backed Certificates,

Series 2006‐11



 



           
This Certificate is one of a duly authorized issue of Certificates
designated as Long Beach Mortgage Loan Trust 2006‐11,
Asset-Backed Certificates, Series 2006‐11 (herein
collectively called the “Certificates”), and
representing a beneficial ownership interest in the
Trust.



 



           
The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the
Distribution Account for payment hereunder and that neither the
Trustee nor the Delaware Trustee is liable to the
Certificateholders for any amount payable under this Certificate or
the Agreement or, except as expressly provided in the Agreement,
subject to any liability under the Agreement.



 



           
This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and
limitations of rights, benefits, obligations and duties evidenced
thereby, and the rights, duties and immunities of the Trustee and
the Delaware Trustee.



 



           
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 then the first Business Day following such
Distribution Date (the “Distribution Date”), commencing
on the first Distribution Date specified on the face hereof, to the
Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the
product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to Holders of
Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement.



 



           
Distributions on this Certificate shall be made by check or money
order mailed to the address of the person entitled thereto as it
appears on the Certificate Register or by wire transfer or
otherwise, as set forth in the Agreement.  The final
distribution on each Certificate will be made in like manner, but
only upon presentment and surrender of such Certificate at the
office or agency of the Trustee specified in the notice to
Certificateholders of such final distribution.



 



           
The Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and
obligations of the Trustee and the Delaware Trustee and the rights
of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer, the Trustee, the Delaware Trustee and of
Holders of the requisite percentage of the Percentage Interests of
each Class of Certificates affected by such amendment, as specified
in the Agreement. 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 therefor or in lieu
hereof whether or not notation of such consent is made upon this
Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of
the Holders of any of the Certificates.



 



           
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable
in the Certificate Register of the Trustee upon surrender of this
Certificate for registration of transfer at the office or agency
maintained by the Trustee accompanied by a written instrument of
transfer in form satisfactory to the Trustee duly executed by the
holder hereof or such holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates of the same
Class in authorized denominations and evidencing the same aggregate
Percentage Interest in the Trust will be issued to the designated
transferee or transferees.



 



           
The Certificates are issuable only as registered Certificates
without coupons 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 the same Class in authorized denominations and
evidencing the same 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 Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.



 



           
The Depositor, the Servicer, the Trustee, the Delaware Trustee, the
NIMS Insurer, if any, and any agent of the Depositor, the Servicer,
the Trustee, the Delaware Trustee or the NIMS Insurer, if any, may
treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the
Servicer, the Trustee, the Delaware Trustee, the NIMS Insurer, if
any, or any such agent shall be affected by any notice to the
contrary.



 



           
On any Distribution Date following the date at which the remaining
Stated Principal Balance of the Mortgage Loans and REO Properties
is equal to or less than 10% of the Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date, the Servicer or the NIMS
Insurer, if any, may purchase, in whole, from the Trust the
Mortgage Loans in the manner and at a purchase price determined as
provided in the Agreement.  In the event that no such optional
termination occurs, the obligations and responsibilities created by
the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to
zero and (ii) the final payment or other liquidation of the last
Mortgage Loan in the Trust.



 



           
[to be used only in the case of the Class R Certificates:] 
[By acceptance of this Certificate, the Holders of this Certificate
direct the Trustee to pay any amounts due to the Holders of this
Certificate on the first Distribution Date to the Holders of the
Class C Certificates.]



 



           
Capitalized terms used herein that are defined in the Agreement
shall have the meanings ascribed to them in the Agreement, and
nothing herein shall be deemed inconsistent with that
meaning.












 






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)



 



the Percentage Interest evidenced by the within
Certificate and hereby authorizes the transfer of registration of
such Percentage Interest to assignee on the Certificate Register of
the Trust.



 



           
I (We) further direct the Trustee 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



 












 






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



 



Form of SWAP
Agreement



 



 



 



See closing book or
exhibit to Form 8-K filed with the SEC under

Long Beach Mortgage Loan Trust 2006‐11



 

















EXHIBIT C



 



FORM OF MORTGAGE LOAN PURCHASE
AGREEMENT



 



 



 



See closing book or exhibit to Form 8-K filed
with the SEC under

Long Beach Mortgage Loan Trust 2006‐11

















EXHIBIT D



 



MORTGAGE LOAN
SCHEDULE



 



 



Copies of the Mortgage Loan Schedule (which has
been intentionally omitted from this filing) may be obtained from
Long Beach Securities Corp. by contacting:



 



 



James Mark



Long Beach Securities
Corp.



1301 Second Avenue WMC
1505



Seattle, Washington 
98101



Telephone:       
(206) 302-4186



Facsimile:        
(206) 302-4498



 



 

















EXHIBIT
E-1



 



REQUEST FOR
RELEASE

(for Trustee /Custodian)



 



Loan Information



 



Name of Mortgagor:    
                                                                       



 



Servicer

Loan
No.:                    
                                                                       



 



Trustee
/Custodian



 



Name:                         
                                                                       



 



Address:                      
                                                                       



 



Trustee/

Custodian

Mortgage File No.:      
                                                                       



 



Depositor



 



Name:                         
LONG BEACH SECURITIES CORP.



Address:                      
                                                                       



Certificates:                 
Long Beach Mortgage Certificates, Series 2006‐11.



 



 



 












 






           
The undersigned Servicer hereby acknowledges that it has received
from _______________________, as Trustee for Long Beach Mortgage
Loan Trust 2006‐11, the documents referred to below (the
“Documents”).  All capitalized terms not otherwise
defined in this Request for Release shall have the meanings given
them in the Pooling and Servicing Agreement, dated as of December
1, 2006, among the Trustee, the Delaware Trustee, the Depositor and
the Servicer (the “Pooling and Servicing
Agreement”).



 



(a)       
Promissory Note dated [__________, 20__], in the original principal
sum of $[____________], made by ___________________, payable to, or
endorsed to the order of, the Trustee.



 



(b)       
Mortgage recorded on _____________________ as instrument no.
________________ in the County Recorder’s Office of the
County of _________________, State of ____________ in
book/reel/docket _________________ of official records at
page/image _____________.



 



(c)       
Deed of Trust recorded on ___________________ as instrument no.
________________ in the County Recorder’s Office of the
County of _________________, State of ____________________ in
book/reel/docket _________________ of official records at
page/image ______________.



 



(d)       
Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
___________________ as instrument no. _________ in the County
Recorder’s Office of the County of _______________, State of
_______________________ in book/reel/docket ____________ of
official records at page/image ____________.



 



(e)       
Other documents, including any amendments, assignments or other
assumptions of the Mortgage Note or Mortgage.



 



(f)        
_____________________________________________



(g)       
_____________________________________________



(h)       
_____________________________________________



(i)        
_____________________________________________



 



           
The undersigned Servicer hereby acknowledges and agrees as
follows:



 



           
(1)        The Servicer shall
hold and retain possession of the Documents in trust for the
benefit of the Trust, solely for the purposes provided in the
Agreement.



 



           
(2)        The Servicer shall
not cause or permit the Documents to become subject to, or
encumbered by, any claim, liens, security interest, charges, writs
of attachment or other impositions nor shall the Servicer assert or
seek to assert any claims or rights of setoff to or against the
Documents or any proceeds thereof.



 



           
(3)        The Servicer shall
return each and every Document previously requested from the
Mortgage File to the Trustee when the need therefor no longer
exists, unless the Mortgage Loan relating to the Documents has been
liquidated and the proceeds thereof have been remitted to the
Collection Account and except as expressly provided in the
Agreement.



 



           
(4)        The Documents and any
proceeds thereof, including any proceeds of proceeds, coming into
the possession or control of the Servicer shall at all times be
ear-marked for the account of the Trust, and the Servicer shall
keep the Documents and any proceeds separate and distinct from all
other property in the Servicer’s possession, custody or
control.



 



Dated:



 



WASHINGTON MUTUAL BANK





By:                                                                              


 Name:

Title:

















EXHIBIT
E-2



 



REQUEST FOR
RELEASE

(Certificate – Mortgage Loan Paid in Full)



 



OFFICERS’
CERTIFICATE AND TRUST RECEIPT

MORTGAGE LOAN PASS-THROUGH CERTIFICATES

SERIES 2006‐11



 



____________________________________________________
HEREBY CERTIFIES THAT HE/SHE IS AN OFFICER OF THE SERVICER, HOLDING
THE OFFICE SET FORTH BENEATH HIS/HER SIGNATURE, AND HEREBY FURTHER
CERTIFIES AS FOLLOWS:



 



WITH RESPECT TO THE MORTGAGE LOANS, AS THE TERM
IS DEFINED IN THE POOLING AND SERVICING AGREEMENT DESCRIBED IN THE
ATTACHED SCHEDULE:



 



ALL PAYMENTS OF PRINCIPAL, PREMIUM (IF ANY), AND
INTEREST HAVE BEEN MADE.



 



LOAN
NUMBER:                                          
           
BORROWER’S
NAME:                                



 



COUNTY:                                                      



 



WE HEREBY CERTIFY THAT ALL AMOUNTS RECEIVED IN
CONNECTION WITH SUCH PAYMENTS, WHICH ARE REQUIRED TO BE DEPOSITED
IN THE COLLECTION ACCOUNT PURSUANT TO SECTION 3.10 OF THE POOLING
AND SERVICING AGREEMENT, HAVE BEEN OR WILL BE CREDITED.



 



DATED:                                                          



 



 



                                                                       


/ / VICE PRESIDENT



/ / ASSISTANT VICE PRESIDENT



 

















EXHIBIT E-3



FORM OF MORTGAGE LOAN ASSIGNMENT
AGREEMENT



This MORTGAGE LOAN ASSIGNMENT
AGREEMENT (this “Agreement”), dated as of
________________, 200___, is by and between
_________________________________, a ________________, as purchaser
(the “Company”), and LONG BEACH MORTGAGE LOAN
TRUST 2006‐11, by Deutsche Bank National Trust Company,
not in its individual capacity, but solely as trustee, except with
respect to Article 3, as seller (the
“Trust”).



In consideration of the
mutual covenants made herein and for other good and valuable
consideration the sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:


ARTICLE
1.     

DEFINITIONS



Capitalized terms used but not
defined herein shall have the meanings assigned to them in the
Pooling and Servicing Agreement dated as of December 1, 2006 (the
“Pooling and Servicing Agreement”) by and among
Washington Mutual Bank, as servicer (the “Servicer”)
and as seller, Long Beach Securities Corp., as depositor, Deutsche
Bank National Trust Company (the “Trustee”), as Trustee
and Deutsche Bank Trust Company Delaware
(the “Delaware Trustee”), as Delaware
Trustee.



ARTICLE 2.   SALE AND CONVEYANCE
OF MORTGAGE LOAN;

POSSESSION OF FILES; PAYMENT OF PURCHASE

PRICE; DELIVERY OF MORTGAGE LOAN DOCUMENTS;

RECORDATION OF ASSIGNMENTS OF MORTGAGE


Section 2.1      Sale
and Conveyance of Mortgage Loans; Possession of
Files



(a)               
Pursuant to Section 2.03 of the Pooling and
Servicing Agreement and Section 6.____________ of the Mortgage Loan
Purchase Agreement, subject to the provisions of the Pooling and
Servicing Agreement and after the deposit of the Purchase Price in
the Collection Account and the Trustee’s receipt of a written
certification from the Servicer of such deposit (the
“Certification”), the Trust hereby sells, transfers,
assigns, sets over, and conveys to the Company, without recourse,
or, except as set forth in Article 3, representations or
warranties,  all the right, title, and interest of the Trust
in and to the mortgage loan identified on Schedule I attached
hereto (the “Mortgage Loan”).



(b)              
In accordance with Section 3.17 of the Pooling
and Servicing Agreement, the Trustee, on behalf of the Trust, will
deliver to the Company, or to such third party as the Company may
direct, the documents comprising the Mortgage File with respect to
the Mortgage Loan upon the Trustee’s receipt of the
Certification.  Upon payment for the Mortgage Loan pursuant to
Section 2.1(c) below, the beneficial ownership of the Mortgage
Note, the Mortgage, and each of the other documents comprising the
Mortgage File with respect to the Mortgage Loan is and shall be
vested in the Company, and the ownership of all records and
documents with respect to the Mortgage Loan prepared by or which
come into the possession of the Trustee or the Trust or any agent
or designee thereof shall immediately vest in the Company and shall
be delivered to the Company or as the Company may otherwise
direct.



(c)               
In full consideration for the sale of the
Mortgage Loan pursuant to Section 2.1(a) hereof, and upon
the terms and conditions of this Agreement, the Company hereby
purchases the Mortgage Loan.



(d)              
Subject to the fulfillment of any other
conditions to such [purchase/repurchase] under the Pooling and
Servicing Agreement and following the deposit of the Purchase Price
in the Collection Account and the Trustee’s receipt of the
Certification, the Company shall own and be entitled to receive
with respect to the Mortgage Loan all Monthly Payments and all
other recoveries of principal and interest.  All such amounts
that are collected after the date of the deposit of the Purchase
Price and the Trustee’s receipt of the Certification shall be
held and remitted by the Servicer to the Company in accordance with
the terms of this Agreement.



 


ARTICLE 3.   REPRESENTATIONS AND
WARRANTIES OF

THE TRUST CONCERNING THE MORTGAGE LOAN







The Trustee hereby represents and
warrants to, and agrees with the Company that, as to the Mortgage
Loan and as of the date first written above:



 



The Trustee, to the actual
knowledge of a Responsible Officer of the Trustee, has not taken
any action with respect to the Mortgage Loans, other than at the
direction of the Company, its attorneys and subservicers or Long
Beach Securities Corp., which would result in the imposition of any
lien on, security interest in, or other encumbrance of, the real
property securing the Mortgage Loan, other than permitted pursuant
to the Pooling and Servicing Agreement, and other than such action
as might be required to preserve and maintain the
Mortgage.


ARTICLE   4.   MISCELLANEOUS
PROVISIONS


Section
4.1       Governing
Law



This Agreement shall be governed by and construed
in accordance with the laws of the State of New York (including
Section 5-1401 of the New York General Obligations Law) and
the obligations, rights and remedies of the parties hereunder shall
be determined in accordance with such laws without giving effect to
conflict of laws principles other than Section 5-1401 of the
New York General Obligations Law.


Section 4.2     
Severability of Provisions



If any one or more of the covenants, agreements,
provisions, or terms of this Agreement shall be held invalid for
any reason whatsoever, 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 covenants,
agreements, provisions, or terms of this Agreement or the rights of
the parties hereunder. 


Section 4.3     
Schedules



The schedules to this Agreement are hereby
incorporated and made a part hereof and are an integral part of
this Agreement. 


Section 4.4     
Counterparts; Successors and Assigns



This Agreement 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 agreement.  This Agreement shall inure to the
benefit of and be binding upon the Company and the Trust.



Section
4.5       
Effect of
Headings



The headings in this Agreement are for purposes
of reference only and shall not limit or otherwise affect the
meaning hereof.


Section 4.6     
Survival



The representations, warranties, covenants and
agreements of the parties provided in this Agreement and the
parties’ obligations hereunder shall survive the execution,
delivery and termination of this Agreement.


Section
4.7       Costs



The Company shall pay all costs, fees and
expenses incurred in connection with the transfer and delivery of
the Mortgage Loan purchased by the Company under this
Agreement.



Section
4.8      Limitation on Liability of the
Trustee



It is expressly understood and agreed by the
parties hereto that, except with respect to Article 3, (i) this
Agreement is executed and delivered by the Trustee not individually
or personally but solely as trustee of the Trust, in the exercise
of the powers and authority conferred and vested in it under the
Pooling and Servicing Agreement, (ii) each of the representations,
undertakings and agreements herein made on the part of the Trust is
made and intended not as personal representations, undertakings and
agreements by the Trustee but is made and intended for the purpose
of binding only the Trust, (iii) nothing herein contained shall be
construed as creating any liability on the part of the Trustee,
individually or personally, to perform any covenant either
expressed or implied contained herein, all such liability, if any,
being expressly waived by the parties hereto and by any Person
claiming by, through or under the parties hereto and (iv) under no
circumstances shall the Trustee be personally liable for the
payment of any indebtedness or expenses of the Trust or be liable
for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Trust under this
Agreement or any other related documents as to all of which
recourse shall be had solely to the assets of the Trust in
accordance with the terms of the Pooling and Servicing
Agreement.



 



[Signature page follows]















            TO WITNESS THIS, the Company and the
Trust have caused their names to be signed to this Mortgage Loan
Assignment Agreement by their duly authorized respective officers
as of the day and year first above written.



 


	

 



 

	

LONG BEACH MORTGAGE
LOAN TRUST 2006‐11,

 by Deutsche Bank National Trust Company, except with respect to
Article 3, not in its individual capacity, but solely as
Trustee



 



By:    
______________________________________



Name:_________________________________



Title: 
_________________________________


	

 

	

 


	

 



 

	

[_________________________________]



 



By:    
______________________________________



Name:_________________________________



 



Title: 
_________________________________






 












 



 



 






 



STATE OF
____________________          
)



                                                                             
) ss.



COUNTY OF
__________________           
)



 



This instrument was acknowledged before me on
______________________, 200___, by _____________________ as
_________________________ of Washington Mutual Bank.




Print
Name_________________________

NOTARY PUBLIC in and for the State of _____________, residing at
_______________________________________

 My commission expires _____________________





 



 



 



 



 



 



 



 












 






 



 



STATE OF
                                                          
)



                                                                             
) ss.



COUNTY OF
                                                     
)



 



This instrument was acknowledged before me on
______________________, 200___, by _____________________ as
_________________________ of Deutsche Bank National Trust Company,
as Trustee for Long Beach Mortgage Loan Trust 2006‐11 and not
in its individual capacity.




Print
Name_____________________________

NOTARY PUBLIC in and for the State of

                 
, residing at _____________________

 My commission expires _____________________





 



 















SCHEDULE I



MORTGAGE LOAN SCHEDULE


















EXHIBIT F-1



FORM OF TRUSTEE’S INITIAL
CERTIFICATION



                                                                                   
[Date]



 



Long Beach Securities
Corp.                                            Washington Mutual Bank



1400 South Douglass
Road, Suite
100                             1301 Second Avenue, WMC 1505



Anaheim, CA
92806                                                            Seattle, WA  98101



 



Re:       Pooling
and Servicing Agreement (the “Pooling and Servicing
Agreement”), dated as of December 1, 2006 among Long Beach
Securities Corp., Washington Mutual Bank, Deutsche Bank National
Trust Company and Deutsche Bank Trust Company Delaware, Long
Beach Mortgage Loan Trust 2006‐11, Asset-Backed Certificates,
Series 2006‐11



 



Ladies and
Gentlemen:

 



           
Pursuant to Section 2.02 of the Pooling and Servicing
Agreement, the undersigned, as Trustee, hereby acknowledges receipt
of each Mortgage File and certifies 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 the
exception report annexed hereto as not being covered by this
certification), (i) all documents constituting part of such
Mortgage File (other than such documents described in
Section 2.01(e) of the Pooling and Servicing Agreement)
required to be delivered to it pursuant to the Pooling and
Servicing Agreement are in its possession, (ii) such documents
have been reviewed by it and are not mutilated, torn or defaced
unless initialed by the related borrower and relate to such
Mortgage Loan and (iii) based on its examination and only as
to the foregoing, the information set forth in the Mortgage Loan
Schedule that corresponds to items (i), (ii), (ix), (xii), (xiv)
(to the extent of the Periodic Rate Cap for the first Adjustment
Date and subsequent Adjustment Dates) and (xvi) of the definition
of “Mortgage Loan Schedule” of the Pooling and
Servicing Agreement accurately reflects information set forth in
the Mortgage File.



 



           
The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically
required in the above-referenced Pooling and Servicing
Agreement.  The Trustee makes no representations as to: 
(i) the validity, legality, sufficiency, enforceability due
authorization, recordability or genuineness of any of the documents
contained in the Mortgage File of any of the Mortgage Loans
identified on the Mortgage Loan Schedule, or (ii) the
collectability, insurability, effectiveness or suitability of any
such Mortgage Loan.



 



DEUTSCHE BANK
NATIONAL TRUST COMPANY, as Trustee



 



By:      
                                                           



Name: 
                                                           



Title:    
                                                           















 






EXHIBIT F-2



FORM OF TRUSTEE’S FINAL
CERTIFICATION



 



           
[Date]



 



Long Beach Securities
Corp.                                       
Washington Mutual Bank



1400 South Douglass
Road, Suite
100                        
1301 Second Avenue, WMC 1505



Anaheim, CA
92806                                                       
Seattle, WA  98101



 



Re:       Pooling
and Servicing Agreement (the “Pooling and Servicing
Agreement”), dated as of December 1, 2006 among Long Beach
Securities Corp., Washington Mutual Bank, Deutsche Bank National
Trust Company and Deutsche Bank Trust Company Delaware, Long
Beach Mortgage Loan Trust 2006‐11, Asset-Backed Certificates,
Series 2006‐11



 



Ladies and
Gentlemen:



 



           
In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement, the undersigned, as Trustee, hereby certifies
that as to each Mortgage Loan listed in the Mortgage Loan Schedule
(other than any Mortgage Loan paid in full or listed on the
attachment hereto), it or a Custodian on its behalf has
received:



 



           
(a)        the original Mortgage
Note, endorsed in blank or in the following form:  “Pay
to the order of Deutsche Bank National Trust Company, as Trustee
under the applicable agreement, without recourse,” with all
prior and intervening endorsements showing a complete chain of
endorsement from the originator to the Person so endorsing to the
Trustee or a copy of such original Mortgage Note with an
accompanying Lost Note Affidavit executed by the Seller;



 



           
(b)        the original Mortgage
with evidence of recording thereon, and a copy, certified by the
appropriate recording office, of the recorded power of attorney, if
the Mortgage was executed pursuant to a power of attorney, with
evidence of recording thereon;



 



           
(c)        except for Mortgage
Loans registered on the MERS® System, an original Assignment in
blank;



 



           
(d)        the original recorded
Assignment or Assignments showing a complete chain of assignment
from the originator to the Person assigning the Mortgage to the
Trustee or in blank (or to MERS, if the Mortgage Loan is registered
on the MERS® System);



 



           
(e)        the original or
copies of each assumption, modification, written assurance or
substitution agreement, if any; and



 



           
(f)         as an original,
photocopy or in electronic form, the lender’s title insurance
policy, together with all endorsements or riders issued with or
subsequent to the issuance of such policy, insuring the priority of
the Mortgage as a first and second lien on the Mortgaged Property
represented therein as a fee interest vested in the Mortgagor, or
in the event such title policy is unavailable, a written commitment
or uniform binder or preliminary report of title issued by the
title insurance or escrow company.



 



           
The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically
required in the above-referenced Pooling and Servicing
Agreement.  The Trustee makes no representations as to: 
(i) the validity, legality, sufficiency, enforceability or
genuineness of any of the documents contained in the Mortgage File
of any of the Mortgage Loans identified on the Mortgage Loan
Schedule, or (ii) the collectability, insurability, effectiveness
or suitability of any such Mortgage Loan.



 



           
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and
Servicing Agreement.



 



DEUTSCHE BANK NATIONAL TRUST COMPANY, as
Trustee



 



 



By:      
                                                           



Name: 
                                                           



Title:    
                                                           


















EXHIBIT G



 



Form of Residual NIM
Holder Certificate



 



 



 



 



Deutsche Bank
National Trust Company

1761 East St. Andrew Place

Santa Ana, California 92705



 



Re:       Pooling
and Servicing Agreement (the “Agreement”), dated as of
December 1, 2006 among Long Beach Securities Corp., Washington
Mutual Bank, Deutsche Bank National Trust Company and
Deutsche Bank Trust Company Delaware,

Long Beach Mortgage Loan Trust 2006‐11, Asset-Backed
Certificates, Series 2006‐11



 



Ladies and
Gentlemen:



 



           
The undersigned hereby certifies that the undersigned is the
Residual NIM Holder and further certifies that the undersigned is
not an Affiliate of Washington Mutual Bank, a federal savings
association.  Capitalized terms used in this certificate
without definition have the meaning given to them in the
Agreement.



 



 



IN WITNESS WHEREOF, the undersigned
has executed this Certificate as of ______________,
200__.



 



                                                                       
[_________________________]



 



 



By:      
                                                           



Name: 
                                                           



Title:    
                                                           


















EXHIBIT H



 



FORM OF LOST NOTE
AFFIDAVIT



 



           
Personally appeared before me the undersigned authority to
administer oaths, ____________________, who first being duly sworn
deposes and says:  Deponent is ______________ of
_________________________________________, successor by merger to
_____________________________________ (“Seller”) and
who has personal knowledge of the facts set out in this
affidavit.



 



On _______________, ____________________did
execute and deliver a promissory note in the principal amount of
$[____________].



 



           
That said note has been misplaced or lost through causes unknown
and is presently lost and unavailable after diligent search has
been made. Seller’s records show that an amount of principal
and interest on said note is still presently outstanding, due, and
unpaid, and Seller is still owner and holder in due course of said
lost note.



 



           
Seller executes this Affidavit for the purpose of inducing Deutsche
Bank National Trust Company, as Trustee on behalf of Long Beach
Mortgage Loan Trust 2006‐11, to accept the transfer of the
above described loan from Seller.



 



           
Seller agrees to indemnify Deutsche Bank National Trust
Company, Deutsche Bank Trust Company Delaware, Long Beach
Securities Corp. and Washington Mutual Bank harmless for any losses
incurred by such parties resulting from the above described
promissory note has been lost or misplaced.



 



By:   
                                                                         


         
                                                                         






 



STATE
OF                             
)

                                                 )     SS:

COUNTY
OF                          )



 



           
On this ______ day of ______________, 20_, before me, a Notary
Public, in and for said County and State, appeared
____________________, who acknowledged the extension of the
foregoing and who, having been duly sworn, states that any
representations therein contained are true.



 



           
Witness my hand and Notarial Seal this _________ day of
_____________, 20__.



 



                                                                                  


                                                                                  


My commission expires
                                               
..


















EXHIBIT I



FORM OF ERISA
REPRESENTATION



 



[DATE]



 



Long Beach Securities
Corp.

1400 South Douglass Road, Suite 100

Anaheim, CA 92806



 



Washington Mutual
Bank

1301 Second Avenue, WMC 1505

Seattle, WA  98101



 



Deutsche Bank
National Trust Company

1761 East St. Andrew Place

Santa Ana, California 92705



 



Re:       Long
Beach Mortgage Loan Trust 2006‐11,

Asset-Backed Certificates, Series
2006‐11      



 



Ladies and Gentlemen:



 



           
___________________ (the “Transferee”) intends to
acquire from __________________ (the “Transferor”)
$[____________] Initial Certificate Principal Balance of the Class
[____] Certificate of Long Beach Mortgage Loan Trust 2006‐11,
Asset-Backed Certificates, Series 2006‐11, (the
“Certificates”), issued pursuant to a Pooling and
Servicing Agreement dated as of December 1, 2006 (the
“Agreement”) among Long Beach Securities Corp., as
depositor (the “Depositor”), Washington Mutual Bank, as
servicer (the “Servicer”), Deutsche Bank National Trust
Company, as Trustee (the “Trustee”) and Deutsche
Bank Trust Company Delaware, as Delaware Trustee (the
“Delaware Trustee”).  Capitalized terms used
herein and not otherwise defined shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.  The
Transferee hereby certifies, represents and warrants to, and
covenants with the Depositor, the Trustee and the Servicer that the
following statements in either (1) or (2) are accurate:



 



_____
(1)         The
Certificates (A) are not being acquired by, and will not be
transferred to, any employee benefit plan within the meaning of
Section 3(3) of the Employee Retirement Income Security Act of
1974, as amended (“ERISA”), or other retirement
arrangement, including individual retirement accounts and
annuities, Keogh plans and bank collective investment funds and
insurance company general or separate accounts in which such plans,
accounts or arrangements are invested, that is subject to Section
406 of ERISA or Section 4975 of the Internal Revenue Code of 1986
(the “Code”) (any of the foregoing, a
“Plan”), (B) are not being acquired with “plan
assets” of a Plan within the meaning of the Department of
Labor (“DOL”) regulation, 29 C.F.R. § 2510.3-101,
and (C) will not be transferred to any entity that is deemed to be
investing in plan assets of a Plan within the meaning of the DOL
regulation at 29 C.F.R. § 2510.3-101; or



 



_____
(2)         (A) In the case
of the Class C Certificates and the Class P Certificates, the
Transferee will provide an Opinion of Counsel to the Depositor, the
Trustee and the Servicer which establishes to the satisfaction of
the Depositor, the Trustee and the Servicer that the purchase of
such Certificates is permissible under applicable law, will not
constitute or result in any prohibited transaction under ERISA or
Section 4975 of the Code and will not subject the Depositor, the
Trustee, the Servicer, or the Trust Fund to any obligation or
liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in this
Agreement; and



 



(B) In the case of
the Class A Certificates and the Mezzanine Certificates, if the
Supplemental Interest Trust or the Final Reserve Maturity Trust is
in existence, such Transferee is an accredited investor within the
meaning of Prohibited Transaction Exemption 2002-41, as amended
from time to time (the “Exemption”) and  the
acquisition and holding of such Certificate are eligible for the
exemptive relief available under Prohibited Transaction Class
Exemption (“PTCE”) 84-14, PTCE 91-38, PTCE 90-1, PTCE
95-60 or PTCE 96-23; and



 



(C) In the case of
the Mezzanine Certificates if the Supplemental Interest Trust and
the Final Maturity Reserve Trust have terminated, the Transferee
has acquired and is holding such Certificate in reliance on the
Exemption, and the Transferee understands that there are certain
conditions to the availability of the Exemption, including that the
Certificate must be rated, at the time of purchase, not lower than
“BBB-” (or its equivalent) by S&P, Fitch or
Moody’s, and the Certificate is so rated or (i) the
Transferee  is an insurance company, (ii) 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 (iii) the conditions in Sections I and
III of PTCE 95-60 have been satisfied.



 



 



IN WITNESS WHEREOF, the Transferee
executed this certificate.



                                                                       


[Transferee]



By:
                                                                 









Name:
                                                            








Title:
                                                               


















EXHIBIT
J-1A



 



Form of Class B
Certificate Transferor Certificate



 



                                                                                   
[Date]



 



[TRUSTEE]



 



Re:       Long
Beach Mortgage Loan Trust 2006‐11, Asset-Backed
Certificates



Series
2006‐11 (the “Class B
Certificates”)



 



Ladies and Gentlemen:



 



           
This certificate is being delivered in connection with the sale by
[___________________] (the “Transferor”) to
[_______________] (the “Transferee”) of Class B
Certificates having an Initial Certificate Principal Balance as
of December 14, 2006
(the “Closing Date”) of $[____________] (the
“Transferred Certificates”).  The Class B
Certificates, including the Transferred Certificates, were issued
pursuant to the Pooling and Servicing Agreement dated as of
December 1, 2006 (the “Agreement”) among Long Beach
Securities Corp., as depositor (the “Depositor”),
Washington Mutual Bank, as servicer (the “Servicer”)
and as seller, Deutsche Bank National Trust Company, as trustee
(the “Trustee”) and Deutsche Bank Trust Company
Delaware, as Delaware Trustee (the “Delaware Trustee”).
 All capitalized terms used but not otherwise defined herein
shall have the respective meanings set forth in the
Agreement.  The Transferor hereby certifies, represents and
warrants to you, as Trustee, and for the benefit of the Trustee,
the Depositor, the Trust Fund and the Transferee, that:



 



           
1.         The Transferor
is the lawful owner of the Transferred Certificates with the full
right to transfer such Class B Certificates free from any and all
claims and encumbrances whatsoever.



 



           
2.         Neither the
Transferor nor anyone acting on its behalf has (a) offered,
transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in any Transferred Certificate or any
other similar security to any person in any manner, (b) solicited
any offer to buy or accept a transfer, pledge or other disposition
of any Transferred Certificate, any interest in any Transferred
Certificate or any other similar security from any person in any
manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in any Transferred
Certificate or any other similar security with any person in any
manner, (d) made any general solicitation by means of general
advertising or in any other manner, or (e) taken any other action,
which (in the case of any of the acts described in clauses (a)
through (e) hereof) would constitute a distribution of any
Transferred Certificate under the Securities Act of 1933, as
amended (the “Securities Act”), or would render the
disposition of any Transferred Certificate a violation of Section 5
of the Securities Act or any state securities laws, or would
require registration or qualification of any Transferred
Certificate pursuant to the Securities Act or any state securities
laws.



 



           
3.         The Transferor
and any person acting on behalf of the Transferor in this matter
reasonably believe that the Transferee is a “qualified
institutional buyer” as that term is defined in Rule 144A
(“Rule 144A”) under the Securities Act (a
“Qualified Institutional Buyer”) purchasing for its own
account or for the account of a Qualified Institutional Buyer. In
determining whether the Transferee is a Qualified Institutional
Buyer, the Transferor and any person acting on behalf of the
Transferor in this matter have relied upon the following method(s)
of establishing the Transferee's ownership and discretionary
investments of securities (check one or more):



 



___      (a)  The
Transferee's most recent publicly available financial statements,
which statements present the information as of a date within 16
months preceding the date of sale of the Transferred Certificate in
the case of a U.S. purchaser and within 18 months preceding such
date of sale for a foreign purchaser; or



 



___      (b)  The
most recent publicly available information appearing in documents
filed by the Transferee with the Securities and Exchange Commission
or another United States federal, state, or local governmental
agency or self-regulatory organization, or with a foreign
governmental agency or self-regulatory organization, which
information is as of a date within 16 months preceding the date of
sale of the Transferred Certificate in the case of a U.S. purchaser
and within 18 months preceding such date of sale for a foreign
purchaser; or



 



___      (c)  The
most recent publicly available information appearing in a
recognized securities manual, which information is as of a date
within 16 months preceding the date of sale of the Transferred
Certificate in the case of a U.S. purchaser and within 18 months
preceding such date of sale for a foreign purchaser; or



 



___      (d)  A
certification by the chief financial officer, a person fulfilling
an equivalent function, or other executive officer of the
Transferee, specifying the amount of securities owned and invested
on a discretionary basis by the Transferee as of a specific date on
or since the close of the Transferee's most recent fiscal year, or,
in the case of a Transferee that is a member of a “family of
investment companies”, as that term is defined in Rule 144A,
a certification by an executive officer of the investment adviser
specifying the amount of securities owned by the “family of
investment companies” as of a specific date on or since the
close of the Transferee's most recent fiscal year.



 



           
4.         The Transferor
and any person acting on behalf of the Transferor understand that
in determining the aggregate amount of securities owned and
invested on a discretionary basis by an entity for purposes of
establishing whether such entity is a Qualified Institutional
Buyer:



 



(a) the following instruments
and interests shall be excluded:  securities of issuers that
are affiliated with the Transferee; if the Transferee is a dealer
securities that are part of an unsold allotment to or subscription
by the Transferee as a participant in a public offering; securities
of issuers that are part of the Transferee's “family of
investment companies”, if the Transferee is a registered
investment company; bank deposit notes and certificates of deposit;
loan participations; repurchase agreements; securities owned but
subject to a repurchase agreement; and currency, interest rate and
commodity swaps;



 



(b)  the aggregate value
of the securities shall be the cost of such securities, except
where the entity reports its securities holdings in its financial
statements on the basis of their market value, and no current
information with respect to the cost of those securities has been
published, in which case the securities may be valued at
market;



 



(c)  securities owned by
subsidiaries of the entity that are consolidated with the entity in
its financial statements prepared in accordance with generally
accepted accounting principles may be included if the investments
of such subsidiaries are managed under the direction of the entity,
except that, unless the entity is a reporting company under Section
13 or 15(d) of the Securities Exchange Act of 1934, as amended,
securities owned by such subsidiaries may not be included if the
entity itself is a majority-owned subsidiary that would be included
in the consolidated financial statements of another
enterprise.



 



           
5.         The Transferor
or a person acting on its behalf has taken reasonable steps to
ensure that the Transferee is aware that the Transferor is relying
on the exemption from the provisions of Section 5 of the Securities
Act provided by Rule 144A.



 



           
6.         The Transferor
or a person acting on its behalf has furnished, or caused to be
furnished, to the Transferee all information requested by the
Transferee regarding (a) the Transferred Certificates and payments
thereon, (b) the nature and performance of the Mortgage Loans, (c)
the Agreement, and (d) any credit enhancement mechanism associated
with the Transferred Certificates.



 



Very truly yours,



 



                                                           



(Transferor)



 



By:      
                                               



Name: 



Title:    


















EXHIBIT
J-1B



 



Form of CLASS
B[-1/-2] CERTIFICATE Transferee Certificate



 



                                                                                   
[Date]



 



[TRUSTEE]



 



                       
Re:       Long Beach Mortgage Loan Trust
2006‐11, Asset-Backed Certificates

Series 2006‐11 (the “Class B[-1/-2]
Certificates”)



 



Ladies and Gentlemen:



 



           
[___________________] (the “Transferee”) intends to
purchase from ___________________ (the “Transferor”)
Class B[-1/-2] Certificates having an Initial Certificate Principal
Balance as of December 14,
2006 (the “Closing Date”) of $[____________]
(the “Transferred Certificates”).  The Class
B[-1/-2] Certificates, including the Transferred Certificates, were
issued pursuant to the Pooling and Servicing Agreement dated as of
December 1, 2006 (the “Agreement”) among Long Beach
Securities Corp., as depositor (the “Depositor”),
Washington Mutual Bank, as servicer (the “Servicer”)
and as seller, Deutsche Bank National Trust Company, as trustee
(the “Trustee”) and Deutsche Bank Trust Company
Delaware, as Delaware Trustee (the “Delaware
Trustee”).  All capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the
Agreement.  The Transferee hereby certifies, represents and
warrants to you, as Trustee, and for the benefit of the Trustee,
the Depositor, the Trust Fund and the Transferor, that:



 



           
1.         The Transferee
is a “qualified institutional buyer” (a
“Qualified Institutional Buyer”) as that term is
defined in Rule 144A (“Rule 144A”) under the Securities
Act of 1933, as amended (the “Securities Act”), and has
completed one of the forms of certification to that effect attached
hereto as Annex 1 and Annex 2. The Transferee is aware that the
sale to it of the Transferred Certificates is being made in
reliance on Rule 144A. The Transferee is acquiring the Transferred
Certificates for its own account or for the account of a Qualified
Institutional Buyer, and understands that such Transferred
Certificates 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.



 



           
2.         The Transferee
has been furnished with all information requested by it regarding
(a) the Transferred Certificates and payments thereon, (b) the
nature and performance of the Mortgage Loans, (c) the Agreement,
and (d) any credit enhancement mechanism associated with the
Transferred Certificates.



 



           
3.         In the event of
a transfer of the Class B-1 Certificates, the Transferee represents
that any of (a) or (b) is satisfied, as marked below:



 



____   
(a)  it is neither: (1) an employee benefit plan, or other
retirement arrangement, including individual retirement accounts
and annuities, Keogh plans and collective investment funds and
separate accounts in which such plans, accounts or arrangements are
invested, including, without limitation, insurance company general
accounts, that is subject to ERISA or Section 4975 of the Code
(each, a “Plan”), nor (2) any Person who is directly or
indirectly purchasing such Transferred Certificate or interest
therein on behalf of, as named fiduciary of, as trustee of, or with
“plan assets” (as defined under the DOL Regulation at
29 C.F.R. Section 2510.3-101) of a Plan; or



 



____   
(b)  (i) if the Supplemental Interest Trust or the Final
Reserve Maturity Trust is in existence, such Transferee is an
accredited investor within the meaning of Prohibited Transaction
Exemption 2002-41, as amended from time to time (the
“Exemption”), and  the acquisition and holding of
such Certificate are eligible for the exemptive relief available
under Prohibited Transaction Class Exemption (“PTCE”)
84-14, PTCE 91-38, PTCE 90-1, PTCE 95-60 or PTCE 96-23; and (ii) if
the Supplemental Interest Trust and the Final Maturity Reserve
Trust have terminated (A) such Transferee has acquired and is
holding such Certificate in reliance on the Exemption, and the
Transferee understands that there are certain conditions to the
availability of the Exemption, including that the Certificate must
be rated, at the time of purchase, not lower than
“BBB-” (or its equivalent) by S&P, Fitch or
Moody’s, and the Certificate is so rated or (B) (i) the
Transferee  is an insurance company, (ii) 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 (iii) the conditions in Sections I and
III of PTCE 95-60 have been satisfied.



 



4.        
In the event of a transfer of the Class B-2 Certificates, the
Transferee represents that any of (a) or (b) is satisfied, as
marked below:



 



____   
(a)  it is neither a Plan, nor any Person who is directly or
indirectly purchasing such Transferred Certificate or interest
therein on behalf of, as named fiduciary of, as trustee of, or with
“plan assets” of a Plan; or



 



____   
(b)  if the Supplemental Interest Trust or the Final Reserve
Maturity Trust is in existence, (1) it is an accredited investor
within the meaning of the Exemption and (2) the acquisition and
holding of such Certificate are eligible for the exemptive relief
available under PTCE 95-60 and if the Supplemental Interest Trust
and Final Reserve Maturity Trust have terminated, (1) it is an
insurance company, (2) the source of funds used to purchase or hold
such Transferred Certificate (or interest therein) is an
“insurance company general account” (as defined in PTCE
95-60, and (3) the conditions set forth in Sections I and III of
PTCE 95-60 have been satisfied.



 



Very truly yours,



 



                                                           



(Transferee)



 



By:      
                                               



Name: 
                                               



Title:    
                                               


















ANNEX 1
TO EXHIBIT J-1B



 



 



QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A



 



[for
Transferees other than Registered Investment
Companies]



 



                       
The undersigned hereby certifies as follows to [name of Transferor]
(the “Transferor”) and [name of Trustee], as Trustee,
with respect to the Class B Certificates being transferred (the
“Transferred Certificates”) as described in the
Transferee Certificate to which this certification relates and to
which this certification is an Annex:



 



           
           
1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other
executive officer of the entity purchasing the Transferred
Certificates (the “Transferee”).



 



                       
2. The Transferee is a “qualified institutional buyer”
as that term is defined in Rule 144A under the Securities Act of
1933, as amended (“Rule 144A”), because (i) the
Transferee owned and/or invested on a discretionary basis
$[____________] in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent
fiscal year (such amount being calculated in accordance with Rule
144A) and (ii) the Transferee satisfies the criteria in the
category marked below.



 



           
___      Corporation, etc. The
Transferee is a corporation (other than a bank, savings and loan
association or similar institution), Massachusetts or similar
business trust, partnership, or any organization described in
Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended.



 



___      Bank.
The Transferee (a) is a national bank or a banking institution
organized under the laws of any State, U.S. 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
statements, a copy of which is attached hereto, as of a date
not more than 16 months preceding the date of sale of the
Transferred Certificate in the case of a U.S. bank, or a banking institution organized
under the laws of any State, U.S. territory or the District of
Columbia, and not more than 18 months preceding such date of
sale for a foreign bank or equivalent institution.



 



___      Savings and
Loan. The Transferee (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, a copy of which is attached hereto, as of a date
not more than 16 months preceding the date of sale of the
Transferred Certificate in the case of a U.S. savings and loan
association, building and
loan association, cooperative bank, homestead association or
similar institution, and not more than 18 months
preceding such date of sale for a foreign savings and loan
association or equivalent institution.



 



___     
Broker-dealer. The Transferee is a dealer registered
pursuant to Section 15 of the Securities Exchange Act of 1934, as
amended.



 



___      Insurance
Company. The Transferee 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, U.S. territory or the
District of Columbia.



 



___      State or
Local Plan. The Transferee 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 Transferee is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act
of 1974.



 



___      Investment
Advisor. The Transferee is an investment advisor registered
under the Investment Advisers Act of 1940, as amended.



 



___      Other.
(Please supply a brief description of the entity and a
cross-reference to the paragraph and subparagraph under subsection
(a)(1) of Rule 144A pursuant to which it qualifies. Note that
registered investment companies should complete Annex 2 rather than
this Annex 1.)
                                           



 



                       
3.         The term
“securities” as used herein does not
include (i) securities of issuers that are affiliated with the
Transferee, (ii) if the Transferee is a dealer, securities that are
part of an unsold allotment to or subscription by the Transferee as
a participant in a public offering, (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.
For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee,
the Transferee did not include any of the securities referred to in
this paragraph.



 



                       
4.         For purposes of
determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Transferee, the Transferee
used the cost of such securities to the Transferee, unless the
Transferee reports its securities holdings in its financial
statements on the basis of their market value, and no current
information with respect to the cost of those securities has been
published, in which case the securities were valued at market.
Further, in determining such aggregate amount, the Transferee may
have included securities owned by subsidiaries of the Transferee,
but only if such subsidiaries are consolidated with the Transferee
in its financial statements prepared in accordance with generally
accepted accounting principles and if the investments of such
subsidiaries are managed under the Transferee's direction. However,
such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and
the Transferee is not itself a reporting company under the
Securities Exchange Act of 1934, as amended.



 



                       
5.         The Transferee
acknowledges that it is familiar with Rule 144A and understands
that the Transferor and other parties related to the Transferred
Certificates are relying and will continue to rely on the
statements made herein because one or more sales to the Transferee
may be in reliance on Rule 144A.



 



           
___     
___                 
Will the Transferee be purchasing the Transferred
Certificates



           
Yes     
No                  
only for the Transferee's own account?



 



                       
6.         If the answer to
the foregoing question is “no”, then in each case where
the Transferee is purchasing for an account other than its own,
such account belongs to a third party that is itself a
“qualified institutional buyer” within the meaning of
Rule 144A, and the “qualified institutional buyer”
status of such third party has been established by the Transferee
through one or more of the appropriate methods contemplated by Rule
144A.



 



                       
7.         The Transferee
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 Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification
as of the date of such purchase. In addition, if the Transferee is
a bank or savings and loan as provided above, the Transferee agrees
that it will furnish to such parties any updated annual financial
statements that become available on or before the date of such
purchase, promptly after they become available.



 



                                                           



Print Name of Transferee



 



By:      
                                               



Name: 



Title:    



 



Date:   















ANNEX 2
TO EXHIBIT J-1B



 



 



QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A



 



[for
Transferees that are Registered Investment
Companies]



 



                       
The undersigned hereby certifies as follows to [name of Transferor]
(the “Transferor”) and [name of Trustee], as Trustee,
with respect to the Class B Certificates being transferred (the
“Transferred Certificates”) as described in the
Transferee Certificate to which this certification relates and to
which this certification is an Annex:



 



                       
1.         As indicated
below, the undersigned is the chief financial officer, a person
fulfilling an equivalent function, or other executive officer of
the entity purchasing the Transferred Certificates (the
“Transferee”) or, if the Transferee is a
“qualified institutional buyer” as that term is defined
in Rule 144A under the Securities Act of 1933, as amended
(“Rule 144A”), because the Transferee is part of a
Family of Investment Companies (as defined below), is an executive
officer of the investment adviser (the
“Adviser”).



 



                       
2.         The Transferee
is a “qualified institutional buyer” as defined in Rule
144A because (i) the Transferee is an investment company registered
under the Investment Company Act of 1940, as amended, and (ii) as
marked below, the Transferee alone owned and/or invested on a
discretionary basis, or the Transferee'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
Transferee's most recent fiscal year. For purposes of determining
the amount of securities owned by the Transferee or the
Transferee's Family of Investment Companies, the cost of such
securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be,
reports its securities holdings in its financial statements on the
basis of their market value, and no current information with
respect to the cost of those securities has been published, in
which case the securities of such entity were valued at
market.



 



____               
The Transferee owned and/or invested on a discretionary basis
$[____________] in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent
fiscal year (such amount being calculated in accordance with Rule
144A).



 



____               
The Transferee 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
Transferee'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 Transferee or
are part of the Transferee'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. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis
by the Transferee, or owned by the Transferee's Family of
Investment Companies, the securities referred to in this paragraph
were excluded.



 



                       
5.         The Transferee
is familiar with Rule 144A and understands that the parties to
which this certification is being made are relying and will
continue to rely on the statements made herein because one or more
sales to the Transferee will be in reliance on Rule
144A.



 



____   
____               
Will the Transferee be purchasing the Transferred Certificates only
for the Transferee's own account?



                       
Yes     
No                  



 



                       
6.         If the answer to
the foregoing question is “no”, then in each case where
the Transferee is purchasing for an account other than its own,
such account belongs to a third party that is itself a
“qualified institutional buyer” within the meaning of
Rule 144A, and the “qualified institutional buyer”
status of such third party has been established by the Transferee
through one or more of the appropriate methods contemplated by Rule
144A.



 



                       
7.         The undersigned
will notify the parties to which this certification is made of any
changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificates
will constitute a reaffirmation of this certification by the
undersigned as of the date of such purchase.



 



                                                           



Print Name of Transferee or
Adviser



 



By:      
                                               



Name: 



Title:    



 



IF AN ADVISER:



 



                                                           



Print Name of Transferee



 



Date:



 


















EXHIBIT
J-2



FORM OF INVESTMENT
LETTER [NON-RULE 144A]



 



[DATE]



 



Long Beach Securities
Corp.

1400 South Douglass Road, Suite 100

Anaheim, CA 92806



 



Deutsche Bank
National Trust Company

1761 East St. Andrew Place

Santa Ana, California 92705



 



Re:       Long
Beach Mortgage Loan Trust 2006‐11,

Asset-Backed Certificates Series
2006‐11       



 



Ladies and Gentlemen:



 



           
In connection with our acquisition of $[____________] Initial
Certificate Principal Balance of the Class [__] Certificate of Long
Beach Mortgage Loan Trust 2006‐11 Asset-Backed Certificates,
Series 2006‐11 (the “Certificates”), issued
pursuant to a Pooling and Servicing Agreement dated as of December
1, 2006 (the “Agreement”) among Long Beach Securities
Corp., as depositor (the “Depositor”), Washington
Mutual Bank, as servicer (the “Servicer”) and as
seller, Deutsche Bank National Trust Company, as trustee (the
“Trustee”) and Deutsche Bank Trust Company
Delaware, as Delaware Trustee (the “Delaware Trustee”),
we certify that (a) we understand that the Certificates are not
being registered under the Securities Act of 1933, as amended (the
“Act”), or any state securities laws and are being
transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we are
an “accredited investor,” as defined in Regulation D
under the Act, and have such knowledge and experience in financial
and business matters that we are capable of evaluating the merits
and risks of investments in the Certificates, (c) we have had the
opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all
matters relating thereto or any additional information deemed
necessary to our decision to purchase the Certificates, (d) we are
not an employee benefit plan that is subject to the Employee
Retirement Income Security Act of 1974, as amended, or a plan that
is subject to Section 4975 of the Internal Revenue Code of 1986, as
amended, nor are we acting on behalf of any such plan, (e) we are
acquiring the Certificates for investment for our own account and
not with a view to any distribution of such Certificates (but
without prejudice to our right at all times to sell or otherwise
dispose of the Certificates in accordance with clause (g) below),
(f) we have not offered or sold any Certificates to, or solicited
offers to buy any Certificates from, any person, or otherwise
approached or negotiated with any person with respect thereto, or
taken any other action which would result in a violation of Section
5 of the Act, and (g) we will not sell, transfer or otherwise
dispose of any Certificates unless (1) such sale, transfer or other
disposition is made pursuant to an effective registration statement
under the Act or is exempt from such registration requirements, and
if requested, we will at our expense provide an opinion of counsel
satisfactory to the addressees of this certificate that such sale,
transfer or other disposition may be made pursuant to an exemption
from the Act, (2) the purchaser or transferee of such Certificate
has executed and delivered to you a certificate to substantially
the same effect as this certificate, and (3) the purchaser or
transferee has otherwise complied with any conditions for transfer
set forth in the Agreement.



 



Very truly yours,



[NAME OF TRANSFEREE]





By:
                                                     


            
Authorized Officer



 















FORM OF RULE 144A
INVESTMENT LETTER



 



[DATE]



 



Long Beach Securities
Corp.

1400 South Douglass Road, Suite 100

Anaheim, CA 92806



 



Deutsche Bank
National Trust Company

1761 East St. Andrew Place

Santa Ana, California 92705



 



Re:       Long
Beach Mortgage Loan Trust 2006‐11,

Asset-Backed Certificates Series
2006‐11       



 



Ladies and Gentlemen:



 



           
In connection with our acquisition of $[____________] Initial
Certificate Principal Balance of the Class [__] Certificate of Long
Beach Mortgage Loan Trust 2006‐11 Asset-Backed Certificates,
Series 2006‐11 (the “Certificates”), issued
pursuant to a Pooling and Servicing Agreement dated as of December
1, 2006 (the “Agreement”) among Long Beach Securities
Corp., as depositor (the “Depositor”), Washington
Mutual Bank, as servicer (the “Servicer”) and as
seller, Deutsche Bank National Trust Company, as trustee (the
“Trustee”) and Deutsche Bank Trust Company
Delaware, as Delaware Trustee (the “Delaware Trustee”),
we certify that (a) we understand that the Certificates are not
being registered under the Securities Act of 1933, as amended (the
“Act”), or any state securities laws and are being
transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we have
had the opportunity to ask questions of and receive answers from
the Depositor concerning the purchase of the Certificates and all
matters relating thereto or any additional information deemed
necessary to our decision to purchase the Certificates, (c) we are
not an employee benefit plan that is subject to the Employee
Retirement Income Security Act of 1974, as amended, or a plan that
is subject to Section 4975 of the Internal Revenue Code of 1986, as
amended, nor are we acting on behalf of any such plan, (d) we have
not, nor has anyone acting on our behalf offered, transferred,
pledged, sold or otherwise disposed of the Certificates, any
interest in the Certificates or any other similar security to, or
solicited any offer to buy or accept a transfer, pledge or other
disposition of the Certificates, any interest in the Certificates
or any other similar security from, or otherwise approached or
negotiated with respect to the Certificates, any interest in the
Certificates 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 Certificates under the
Securities Act or that would render the disposition of the
Certificates a violation of Section 5 of the Securities Act or
require registration pursuant thereto, nor will act, nor has
authorized or will authorize any person to act, in such manner with
respect to the Certificates, (e) we are a “qualified
institutional buyer” as that term is defined in Rule 144A
under the Securities Act and have completed either of the forms of
certification to that effect attached hereto as Annex 1 or Annex
2.  We are aware that the sale to us is being made in reliance
on Rule 144A.  We are acquiring the Certificates for our own
account or for resale pursuant to Rule 144A and further, understand
that such Certificates 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
Securities Act.



 



Very truly yours,



[NAME OF TRANSFEREE]





By:
                                                                


            
Authorized Officer



 















ANNEX 1 TO
EXHIBIT J-2



 



QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A



 



[For Transferees
Other Than Registered Investment Companies]



 



           
The undersigned (the “Buyer”) hereby certifies as
follows to the parties listed in the Rule 144A Transferee
Certificate to which this certification relates with respect to the
Certificates described therein:



 



           
1.         As indicated
below, the undersigned is the chief financial officer, a person
fulfilling an equivalent function, 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, as amended (“Rule
144A”) because (i) the Buyer owned and/or invested on a
discretionary basis at least $100,000,000 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 any organization
described in Section 501(c)(3) of the Internal Revenue Code of
1986, as amended.



 



_____  Bank.  The
Buyer (a) is a national bank or a banking institution organized
under the laws of any State, U.S. 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
statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date
of sale of the Certificates in the case of a U.S. bank or a banking
institution organized under the laws of any State, U.S. territory
or the District of Columbia, and not more than 18 months preceding
such date of sale for a foreign bank or equivalent
institution.



 



_____  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, a copy of which is attached hereto, as of a date not more than 16 months preceding the date
of sale of the Certificates in the case of a U.S. savings and loan
association, building and loan association, cooperative bank,
homestead association or similar institution, and not more than 18
months preceding such date of sale for a foreign savings and loan
association, or equivalent institution.



 



_____ 
Broker-dealer.  The Buyer is a dealer registered
pursuant to Section 15 of the Securities Exchange Act of 1934, as
amended.



 



_____  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, U.S. 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.



 



_____  Investment
Advisor.  The Buyer is an investment advisor registered
under the Investment Advisers Act of 1940.



 



_____  Other. (Please supply a
brief description of the entity and a cross-reference to the
paragraph and subparagraph under subsection (a)(1) of Rule 144A
pursuant to which it qualifies. Note that registered investment
companies should complete Annex 2 rather than this Annex 1.)
                                    



 



           
3.         The term
“securities” as used herein does not
include (i) securities of issuers that are affiliated with the
Buyer, (ii) if the Buyer is a dealer, securities that are part of
an unsold allotment to or subscription by the Buyer as a
participant in a public offering, (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.  For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the
Buyer, the Buyer did not include any of the securities referred to
in this paragraph.



 



           
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, except the Buyer reports its
securities holdings in its financial statements on the basis of
their market value, and no current information with respect to the
cost of those securities has been published, in which case, the
securities were valued at market.  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, as
amended.



 



           
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.



 



____   
____               
Will the Buyer be purchasing the Certificates only for the Buyer's
own account?



                       
Yes      No



 



           
6.         If the answer to the foregoing question is
“no”, then in each case where the Buyer is purchasing
for an account other than its own, such account belongs to a third
party that is itself a “qualified institutional buyer”
within the meaning of Rule 144A, and the “qualified
institutional buyer” status of such third party has been
established by the Buyer through one or more of the appropriate
methods contemplated by Rule 144A.



 



           
7.         Until the date
of purchase of the Rule 144A Securities, 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 the Certificates will
constitute a reaffirmation of this certification as of the date of
such purchase. In addition, if the Buyer is a bank or savings and
loan as provided above, the Buyer agrees that it will furnish to
such parties updated annual financial statements promptly after
they become available.



 







                                                                       


           
Print Name of Buyer



By:
                                                                 


Name:
                                                            


Title:
                                                               




Date:                                                               



 












 






ANNEX 2 TO
EXHIBIT J-2



 



QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A



 



[For Transferees That
are Registered Investment Companies]



 



           
The undersigned (the “Buyer”) hereby certifies as
follows to the parties listed in the Rule 144A Transferee
Certificate to which this certification relates with respect to the
Certificates described therein:



 



           
1.         As indicated
below, the undersigned is the chief financial officer, a person
fulfilling an equivalent function, or other executive officer of
the entity purchasing the Certificates or, if the Buyer is a
“qualified institutional buyer” as that term is defined
in Rule 144A under the Securities Act of 1933, as amended
(“Rule 144A”) because Buyer is part of a Family of
Investment Companies (as defined below), is an executive officer of
the investment adviser (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, as amended and (ii) as marked below, the Buyer
alone owned and/or invested on a discretionary basis, 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, except
where the Buyer or any member of the Buyer’s Family of
Investment Companies, as the case may be, reports its securities
holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those
securities has been published, in which case, the securities of
such entity were valued at market.



 



_____  The Buyer owned and/or invested on a
discretionary basis, $[____________] 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.  For purposes of
determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Buyer, or owned by the
Buyer’s Family of Investment Companies, the securities
referred to in this paragraph were excluded.



 



           
5.         The Buyer is
familiar with Rule 144A and understands that the parties listed in
the Rule 144A Transferee Certificate to which this certification
relates 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.



 



____   
____               
Will the Buyer be purchasing the Certificates only for the
Transferee's own account?



                       
Yes     
No                  



 



           
6.         If the answer to
the foregoing question is “no”, then in each case where
the Buyer is purchasing for an account other than its own, such
account belongs to a third party that is itself a “qualified
institutional buyer” within the meaning of Rule 144A, and the
“qualified institutional buyer” status of such third
party has been established by the Buyer through one or more of the
appropriate methods contemplated by Rule 144A.



 



           
7.         Until the date
of purchase of the Certificates, the undersigned will notify the
parties listed in the Rule 144A Transferee Certificate to which
this certification relates of any changes in the information and
conclusions herein.  Until such notice is given, the
Buyer’s purchase of the Certificates will constitute a
reaffirmation of this certification by the undersigned as of the
date of such purchase.



 



                                                                       


Print Name of Buyer or Adviser



By:
                                                                 


Name:
                                                            


Title:
                                                               




IF AN ADVISER:



                                                                       


           
Print Name of Buyer



Date:                                                               



 



 


















EXHIBIT K



Form of Class R
Certificate, Class R‐CX Certificate



and Class R-PX
Certificate Transfer Affidavit



 



TRANSFER
AFFIDAVIT AND AGREEMENT



 



LONG BEACH MORTGAGE
LOAN TRUST 2006‐11,



ASSET-BACKED
CERTIFICATES, SERIES 2006‐11



 



STATE OF ____________    
)



                                                      ) ss.:



COUNTY OF __________      )



 



           
The undersigned, being first duly sworn, deposes and says as
follows:



 



           
1.         The undersigned
is an officer of ________________________, the proposed Transferee
of an Ownership Interest in the Class [___] Certificate (the
“Certificate”) issued pursuant to the Pooling and
Servicing Agreement, dated as of December 1, 2006 (the
“Agreement”), relating to the above-referenced
Certificates, among Long Beach Securities Corp., as depositor (the
“Depositor”), Washington Mutual Bank, as servicer (the
“Servicer”) and as seller, Deutsche Bank National Trust
Company, as Trustee (the “Trustee”) and Deutsche
Bank Trust Company Delaware, as Delaware Trustee (the
“Delaware Trustee”).  Capitalized terms used, but
not defined herein shall have the meanings ascribed to such terms
in the Agreement.  The Transferee has authorized the
undersigned to make this affidavit on behalf of the Transferee.



 



           
2.         The Transferee
is, as of the date hereof and will be, as of the date of the
Transfer, a Permitted Transferee.  The Transferee is acquiring
its Ownership Interest in the Certificate either (i) for its
own account or (ii) as nominee, trustee or agent for another
Person and has attached hereto an affidavit from such Person in
substantially the same form as this affidavit.  The Transferee
has no knowledge that any such affidavit is false.



 



           
3.         The Transferee
has been advised and understands that (i) a tax will be
imposed on Transfers of the Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the
transferor, or, if such Transfer is through an agent (which
includes a broker, nominee or middleman) of a Person that is not a
Permitted Transferee, on the agent; and (iii) the Person
otherwise liable for the tax shall be relieved of liability for the
tax if the subsequent Transferee furnished to such Person an
affidavit that such subsequent Transferee is a Permitted Transferee
and, at the time of Transfer, such Person does not have actual
knowledge that the affidavit is false.



 



           
4.         The Transferee
has been advised and understands that a tax will be imposed on a
“pass-through entity” holding the Certificate if at any
time during the taxable year of the pass-through entity a Person
that is not a Permitted Transferee is the record holder of an
interest in such entity.  The Transferee understands that such
tax will not be imposed for any period with respect to which the
record holder furnishes to the pass-through entity an affidavit
that such record holder is a Permitted Transferee and the
pass-through entity does not have actual knowledge that such
affidavit is false.  (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 and, except as may be provided
in Treasury Regulations, persons holding interests in pass-through
entities as a nominee for another Person.)



 



           
5.         The Transferee
has reviewed the provisions of Section 5.02(d) of the
Agreement and understands the legal consequences of the acquisition
of an Ownership Interest in the Certificate including, without
limitation, the restrictions on subsequent Transfers and the
provisions regarding voiding the Transfer and mandatory
sales.  The Transferee expressly agrees to be bound by and to
abide by the provisions of Section 5.02(d) of the Agreement
and the restrictions noted on the face of the Certificate. 
The Transferee understands and agrees that any breach of any of the
representations included herein shall render the Transfer to the
Transferee contemplated hereby null and void.



 



           
6.         The Transferee
agrees to require a Transfer Affidavit from any Person to whom the
Transferee attempts to Transfer its Ownership Interest in the
Certificate, and in connection with any Transfer by a Person for
whom the Transferee is acting as nominee, trustee or agent, and the
Transferee will not Transfer its Ownership Interest or cause any
Ownership Interest to be Transferred to any Person that the
Transferee knows is not a Permitted Transferee.  In connection
with any such Transfer by the Transferee, the Transferee agrees to
deliver to the Trustee a certificate substantially in the form set
forth as Exhibit L to the Agreement (a “Transferor
Certificate”) to the effect that such Transferee has no
actual knowledge that the Person to which the Transfer is to be
made is not a Permitted Transferee.



 



           
7.         The Transferee
does not have the intention to impede the assessment or collection
of any tax legally required to be paid with respect to the
Certificate.



 



           
8.         The
Transferee’s taxpayer identification number is
_____________.



 



           
9.         The Transferee
is a U.S. Person as defined in Code
Section 7701(a)(30).



 



           
10.       The Transferee is aware
that the Certificate may be “noneconomic residual
interests” within the meaning of Treasury regulations
promulgated pursuant to the Code 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, if a
significant purpose of the transfer was to impede the assessment or
collection of tax.  The Transferee understands that, as the
holder of a noneconomic residual interest, the Transferee may incur
tax liabilities in excess of any cash flows generated by the
Certificates.  The Transferee intends to pay taxes associated
with holding the Certificate as they become due.



 



           
11.       The Transferee is not an
employee benefit plan that is subject to ERISA or a plan that is
subject to Section 4975 of the Code, nor is it acting on
behalf of such a plan.












 






           
IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of
Directors, by its Vice President, attested by its Secretary, this
___ day of [__________].



 



[Transferee NAME]



 



 



By:
     
                                                                       



Name:
                                                                        



Title:    
                                                                       



 



[Corporate Seal]



 



ATTEST:



 



                                                           



Secretary



 



On [__________, 200_] before me,
_____________________________, personally appeared
_______________________________, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person whose
name is subscribed to the within instrument and acknowledged to me
that he executed the same in his authorized capacity, and that by
his signature on the instrument the person, or the entity upon
behalf of which the person acted, executed the
instrument.



 



WITNESS my hand and official seal.



 



 



Signature
_________________________________



 



 



(Seal)


















EXHIBIT L



 



FORM OF TRANSFEROR
CERTIFICATE



 



[DATE]



 



Long Beach Securities
Corp.

1400 South Douglass Road, Suite 100

Anaheim, CA 92806



 



Deutsche Bank
National Trust Company

1761 East St. Andrew Place

Santa Ana, California  92705



 



Re:       Long
Beach Mortgage Loan Trust 2006‐11,

Asset-Backed Certificates Series
2006‐11       



 



Ladies and Gentlemen:



 



           
In connection with our disposition of the Class [__] Certificates
(the “Certificates”), issued pursuant to the Pooling
and Servicing Agreement dated as of December 1, 2006 (the
“Agreement”) among Long Beach Securities Corp., as
depositor (the “Depositor”), Washington Mutual Bank, as
servicer (the “Servicer”) and as seller, Deutsche Bank
National Trust Company, as Trustee (the “Trustee”)
and Deutsche Bank Trust Company Delaware, as Delaware
Trustee (the “Delaware Trustee”) we certify that (a) we
understand that the Certificates have not been registered under the
Securities Act of 1933, as amended (the “Act”), and are
being disposed by us in a transaction that is exempt from the
registration requirements of the Act, (b) we have not offered or
sold any Certificates to, or solicited offers to buy any
Certificates from, any person, or otherwise approached or
negotiated with any person with respect thereto, in a manner that
would be deemed, or taken any other action which would result in, a
violation of Section 5 of the Act, (c) to the extent we are
disposing of the Class [__] Certificate, we have no knowledge that
the Transferee is not a Permitted Transferee and (d) no purpose of
the proposed disposition of the Class [__] Certificate is to impede
the assessment or collection of tax.



 



Very truly yours,



TRANSFEROR



By:
                                                                 


 Name:
                                                            


 Title:
                                                               


















EXHIBIT M



 



[RESERVED]


















EXHIBIT N



 



CRITERIA TO BE
ADDRESSED



IN ASSESSMENT OF
COMPLIANCE



Key:



X - obligation



 



Where there are multiple
checks for criteria the attesting party will identify in their
management assertion that they are attesting only to the portion of
the distribution chain they are responsible for in the related
transaction agreements.



 



	

Reg AB
Reference

	

 



Servicing
Criteria

	

 



Servicer

	

 



Trustee


	

 

	

General Servicing Considerations

	

 

	

 


	

1122(d)(1)(i)

	

Policies and procedures are instituted to monitor
any performance or other triggers and events of default in
accordance with the transaction agreements.

	

X

	

X


	

1122(d)(1)(ii)

	

If any material servicing
activities are outsourced to third parties, policies and procedures
are instituted to monitor the third party’s performance and
compliance with such servicing activities.

	

X

	

X


	

1122(d)(1)(iii)

	

Any requirements in the
transaction agreements to maintain a back-up servicer for the Pool
Assets are maintained.

	

 

	

 


	

1122(d)(1)(iv)

	

A fidelity bond and errors and
omissions policy is in effect on the party participating in the
servicing function throughout the reporting period in the amount of
coverage required by and otherwise in accordance with the terms of
the transaction agreements.

	

X

	

 


	

 

	

Cash Collection and
Administration

	

 

	

 


	

1122(d)(2)(i)

	

Payments on pool assets are
deposited into the appropriate custodial bank accounts and related
bank clearing accounts no more than two business days following
receipt, or such other number of days specified in the transaction
agreements.

	

X

	

X


	

1122(d)(2)(ii)

	

Disbursements made via wire
transfer on behalf of an obligor or to an investor are made only by
authorized personnel.

	

X

	

X


	

1122(d)(2)(iii)

	

Advances of funds or
guarantees regarding collections, cash flows or distributions, and
any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction
agreements.

	

X

	

X


	

1122(d)(2)(iv)

	

The related accounts for the
transaction, such as cash reserve accounts or accounts established
as a form of over collateralization, are separately maintained
(e.g., with respect to commingling of cash) as set forth in the
transaction agreements.

	

 

	

X


	

1122(d)(2)(v)

	

Each custodial account is
maintained at a federally insured depository institution as set
forth in the transaction agreements. For purposes of this
criterion, “federally insured depository institution”
with respect to a foreign financial institution means a foreign
financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.

	

X

	

X


	

1122(d)(2)(vi)

	

Unissued checks are
safeguarded so as to prevent unauthorized access.

	

X

	

 


	

1122(d)(2)(vii)

	

Reconciliations are prepared
on a monthly basis for all asset-backed securities related bank
accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B) prepared within 30 calendar days after the bank statement
cutoff date, or such other number of days specified in the
transaction agreements; (C) reviewed and approved by someone other
than the person who prepared the reconciliation; and (D) contain
explanations for reconciling items. These reconciling items are
resolved within 90 calendar days of their original identification,
or such other number of days specified in the transaction
agreements.

	

X

	

X


	

 

	

Investor Remittances
and Reporting

	

 

	

 


	

1122(d)(3)(i)

	

Reports to investors,
including those to be filed with the Commission, are maintained in
accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are
prepared in accordance with timeframes and other terms set forth in
the transaction agreements; (B) provide information calculated in
accordance with the terms specified in the transaction agreements;
(C) are filed with the Commission as required by its rules and
regulations; and (D) agree with investors’ or the
Trustee’s records as to the total unpaid principal balance
and number of Pool Assets serviced by the Servicer.

	

 

	

X


	

1122(d)(3)(ii)

	

Amounts due to investors are
allocated and remitted in accordance with timeframes, distribution
priority and other terms set forth in the transaction
agreements.

	

 

	

X


	

1122(d)(3)(iii)

	

Disbursements made to an
investor are posted within two business days to the
Servicer’s investor records, or such other number of days
specified in the transaction agreements.

	

 

	

X


	

1122(d)(3)(iv)

	

Amounts remitted to investors
per the investor reports agree with cancelled checks, or other form
of payment, or custodial bank statements.

	

 

	

X


	

 

	

Pool Asset Administration

	

 

	

 


	

1122(d)(4)(i)

	

Collateral or security on pool
assets is maintained as required by the transaction agreements or
related pool asset documents.

	

X

	

X


	

1122(d)(4)(ii)

	

Pool assets  and related
documents are safeguarded as required by the transaction
agreements

	

X

	

X


	

1122(d)(4)(iii)

	

Any additions, removals or
substitutions to the asset pool are made, reviewed and approved in
accordance with any conditions or requirements in the transaction
agreements.

	

X

	

X


	

1122(d)(4)(iv)

	

Payments on pool assets,
including any payoffs, made in accordance with the related pool
asset documents are posted to the Servicer’s obligor records
maintained no more than two business days after receipt, or such
other number of days specified in the transaction agreements, and
allocated to principal, interest or other items (e.g., escrow) in
accordance with the related pool asset documents.

	

X

	

 


	

1122(d)(4)(v)

	

The Servicer’s records
regarding the pool assets agree with the Servicer’s records
with respect to an obligor’s unpaid principal
balance.

	

X

	

 


	

1122(d)(4)(vi)

	

Changes with respect to the
terms or status of an obligor's pool assets (e.g., loan
modifications or re-agings) are made, reviewed and approved by
authorized personnel in accordance with the transaction agreements
and related pool asset documents.

	

X

	

 


	

1122(d)(4)(vii)

	

Loss mitigation or recovery
actions (e.g., forbearance plans, modifications and deeds in lieu
of foreclosure, foreclosures and repossessions, as applicable) are
initiated, conducted and concluded in accordance with the
timeframes or other requirements established by the transaction
agreements.

	

X

	

 


	

1122(d)(4)(viii)

	

Records documenting collection
efforts are maintained during the period a pool asset is delinquent
in accordance with the transaction agreements. Such records are
maintained on at least a monthly basis, or such other period
specified in the transaction agreements, and describe the
entity’s activities in monitoring delinquent pool assets
including, for example, phone calls, letters and payment
rescheduling plans in cases where delinquency is deemed temporary
(e.g., illness or unemployment).

	

X

	

 


	

1122(d)(4)(ix)

	

Adjustments to interest rates
or rates of return for pool assets with variable rates are computed
based on the related pool asset documents.

	

X

	

 


	

1122(d)(4)(x)

	

Regarding any funds held in
trust for an obligor (such as escrow accounts): (A) such funds are
analyzed, in accordance with the obligor’s pool asset
documents, on at least an annual basis, or such other period
specified in the transaction agreements; (B) interest on such funds
is paid, or credited, to obligors in accordance with applicable
pool asset documents and state laws; and (C) such funds are
returned to the obligor within 30 calendar days of full repayment
of the related pool assets, or such other number of days specified
in the transaction agreements.

	

X

	

 


	

1122(d)(4)(xi)

	

Payments made on behalf of an
obligor (such as tax or insurance payments) are made on or before
the related penalty or expiration dates, as indicated on the
appropriate bills or notices for such payments, provided that such
support has been received by the servicer at least 30 calendar days
prior to these dates, or such other number of days specified in the
transaction agreements.

	

X

	

 


	

1122(d)(4)(xii)

	

Any late payment penalties in
connection with any payment to be made on behalf of an obligor are
paid from the Servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s
error or omission.

	

X

	

 


	

1122(d)(4)(xiii)

	

Disbursements made on behalf
of an obligor are posted within two business days to the
obligor’s records maintained by the servicer, or such other
number of days specified in the transaction agreements.

	

X

	

 


	

1122(d)(4)(xiv)

	

Delinquencies, charge-offs and
uncollectible accounts are recognized and recorded in accordance
with the transaction agreements.

	

X

	

 


	

1122(d)(4)(xv)

	

Any external enhancement or
other support, identified in Item 1114(a)(1) through (3) or Item
1115 of Regulation AB, is maintained as set forth in the
transaction agreements.

	

X

	

 























EXHIBIT O



 



FORM 10-D, FORM 8-K
AND FORM 10-K



REPORTING
RESPONSIBILITY



 



As to each item
described below, the entity indicated as the Responsible Party
shall be responsible for reporting the information to the Depositor
pursuant to Section 4.08(a)(iv).  If the Depositor is
indicated below as to any item, then the Depositor is primarily
responsible for obtaining that information.



Under Item 1 of Form 10-D: a) items
marked “4.03 statement” are required to be included in
the periodic Distribution Date statement under Section 4.03,
provided by the Trustee based on information received from the
Servicer; the Swap Provider or PMI Insurer and b) items marked
“Form 10-D report” are required to be in the Form 10-D
report but not the 4.03 statement, provided by the party indicated.
Information under all other Items of Form 10-D is to be included in
the Form 10-D report. Items indicated as “N/A” are not
applicable to the transaction.



  

	

Form

	

Item

	

Description

	

Responsible Party


	

10-D

	

1

	

Distribution and Pool
Performance Information

	

 


	

 

	

 

	

Item 1121 –
Distribution and Pool Performance Information

	

 


	

 

	

 

	

(1) Any applicable
record dates, accrual dates, determination dates for calculating
distributions and actual distribution dates for the distribution
period.

	

4.03
statement


	

 

	

 

	

(2) Cash flows
received and the sources thereof for distributions, fees and
expenses.

	

4.03
statement


	

 

	

 

	

(3) Calculated
amounts and distribution of the flow of funds for the period
itemized by type and priority of payment, including:

	

4.03
statement


	

 

	

 

	

           
(i) Fees or expenses accrued and paid, with an identification of
the general purpose of such fees and the party receiving such fees
or expenses.

	

4.03 statement and
the Depositor, as applicable


	

 

	

 

	

           
(ii) Payments accrued or paid with respect to enhancement or other
support identified in Item 1114 of Regulation AB (such as insurance
premiums or other enhancement maintenance fees), with an
identification of the general purpose of such payments and the
party receiving such payments.

	

4.03 statement and
the Depositor, as applicable


	

 

	

 

	

           
(iii) Principal, interest and other distributions accrued and paid
on the asset-backed securities by type and by class or series and
any principal or interest shortfalls or carryovers.

	

4.03
statement


	

 

	

 

	

           
(iv) The amount of excess cash flow or excess spread and the
disposition of excess cash flow.

	

4.03
statement


	

 

	

 

	

(4) Beginning and
ending principal balances of the asset-backed
securities.

	

4.03
statement


	

 

	

 

	

(5) Interest rates
applicable to the pool assets and the asset-backed securities, as
applicable. Consider providing interest rate information for pool
assets in appropriate distributional groups or incremental
ranges.

	

4.03
statement


	

 

	

 

	

(6) Beginning and
ending balances of transaction accounts, such as reserve accounts,
and material account activity during the period.

	

4.03
statement


	

 

	

 

	

(7) Any amounts drawn
on any credit enhancement or other support identified in Item 1114
of Regulation AB, as applicable, and the amount of coverage
remaining under any such enhancement, if known and
applicable.

	

4.03
statement


	

 

	

 

	

(8) Number and amount
of pool assets at the beginning and ending of each period, and
updated pool composition information, such as weighted average
coupon, weighted average life, weighted average remaining term,
pool factors and prepayment amounts.

	

4.03
statement



 



 


	

 

	

 

	

(9) Delinquency and
loss information for the period.



 



In addition, describe
any material changes to the information specified in Item
1100(b)(5) of Regulation AB regarding the pool assets.

	

4.03
statement



 



 



Form 10-D
report:  Depositor


	

 

	

 

	

(10) Information on
the amount, terms and general purpose of any advances made or
reimbursed during the period, including the general use of funds
advanced and the general source of funds for
reimbursements.

	

4.03
statement


	

 

	

 

	

(11) Any material
modifications, extensions or waivers to pool asset terms, fees,
penalties or payments during the distribution period or that have
cumulatively become material over time.

	

4.03 statement and
the Servicer, as applicable


	

 

	

 

	

(12) Material
breaches of pool asset representations or warranties or transaction
covenants.

	

Depositor


	

 

	

 

	

(13) Information on
ratio, coverage or other tests used for determining any early
amortization, liquidation or other performance trigger and whether
the trigger was met.

	

4.03
statement


	

 

	

 

	

(14) Information
regarding any new issuance of asset-backed securities backed by the
same asset pool,

	

Form 10-D
report:  Depositor


	

 

	

 

	

information regarding
any pool asset changes (other than in connection with a pool asset
converting into cash in accordance with its terms), such as
additions or removals in connection with a prefunding or revolving
period and pool asset substitutions and repurchases (and purchase
rates, if applicable), and cash flows available for future
purchases, such as the balances of any prefunding or revolving
accounts, if applicable.

	

Form 10-D
report:  Depositor


	

 

	

 

	

Disclose any material
changes in the solicitation, credit-granting, underwriting,
origination, acquisition or pool selection criteria or procedures,
as applicable, used to originate, acquire or select the new pool
assets.

	

Form 10-D
report:  Servicer


	

 

	

 

	

Item 1121(b) –
Pre-Funding or Revolving Period Information



 



Updated pool
information as required under Item 1121(b).

	

N/A


	

 

	

2

	

Legal
Proceedings

	

 


	

 

	

 

	

Item 1117 –
Legal Proceedings pending against the following entities, or their
respective property, that is material to Certificateholders,
including proceedings known to be contemplated by governmental
authorities:

	

 


	

 

	

 

	

Sponsor
(Seller)

	

Seller


	

 

	

 

	

Depositor

	

Depositor


	

 

	

 

	

Trustee

	

Trustee


	

 

	

 

	

Issuing
entity

	

Depositor


	

 

	

 

	

Servicer, affiliated
servicer, other servicer servicing 20% or more of pool assets at
time of report, other material servicers

	

Servicer


	

 

	

 

	

Originator of 20% or
more of pool assets as of the Cut-off Date

	

Seller


	

 

	

 

	

Custodian

	

Trustee


	

 

	

3

	

Sales of Securities
and Use of Proceeds

	

 


	

 

	

 

	

Information from Item
2(a) of Part II of Form 10-Q

	

Depositor


	

 

	

 

	

With respect to any sale of
securities by



the sponsor,
depositor or issuing entity, that are backed by the same asset pool
or are otherwise issued by the issuing entity, whether or not
registered, provide the sales and use of proceeds information in
Item 701 of Regulation S-K. Pricing information can be omitted if
securities were not registered.

	

 


	

 

	

4

	

Defaults Upon Senior
Securities

	

 


	

 

	

 

	

Information from Item
3 of Part II of Form 10-Q

	

Trustee


	

 

	

 

	

Report the occurrence of any
Event of



Default (after expiration of
any grace



period and provision of any
required



notice)

	

 


	

 

	

5

	

Submission of Matters
to a Vote of Security Holders

	

 


	

 

	

 

	

Information from Item
4 of Part II of Form 10-Q

	

Servicer, if the
Servicer is the party submitting the matter to a vote or has
knowledge of the submission, Depositor, if the Depositor is the
party submitting the matter to a vote or has knowledge of the
submission, and the Trustee in all other cases


	

 

	

6

	

Significant Obligors
of Pool Assets

	

 


	

 

	

 

	

Item 1112(b)
–  Significant Obligor Financial
Information*

	

N/A


	

 

	

 

	

*This information
need only be reported on the Form 10-D for the distribution period
in which updated information is required pursuant to the
Item.

	

 


	

 

	

7

	

Significant
Enhancement Provider Information

	

 


	

 

	

 

	

Item 1114(b)(2)
– Credit Enhancement Provider Financial
Information*

	

Depositor


	

 

	

 

	

Determining
applicable disclosure threshold

	

 


	

 

	

 

	

Obtaining required
financial information or effecting incorporation by
reference

	

 


	

 

	

 

	

Item 1115(b) –
Derivative Counterparty Financial Information*

	

Depositor


	

 

	

 

	

Determining current
maximum probable exposure

	

 


	

 

	

 

	

Determining current
significance percentage

	

 


	

 

	

 

	

Obtaining required
financial information or effecting incorporation by
reference

	

 


	

 

	

 

	

*This information
need only be reported on the Form 10-D for the distribution period
in which updated information is required pursuant to the
Items.

	

 


	

 

	

8

	

Other
Information

	

 


	

 

	

 

	

Disclose any
information required to be reported on Form 8-K during the period
covered by the Form 10-D but not reported

	

The Responsible Party
for the applicable Form 8-K item as indicated below


	

 

	

9

	

Exhibits

	

 


	

 

	

 

	

Distribution
report

	

Trustee


	

 

	

 

	

Exhibits required by
Item 601 of Regulation S-K, such as material
agreements

	

Depositor


	

8-K

	

1.01

	

Entry into a Material
Definitive Agreement

	

 


	

 

	

 

	

Disclosure is
required regarding entry into or amendment of any definitive
agreement that is material to the securitization, even if depositor
is not a party.



 



Examples: servicing
agreement, custodial agreement.



 



Note: disclosure
not required as to definitive agreements that are fully disclosed
in the prospectus

	

Depositor; or any of
the following that is a party to the agreement if Servicer is not:
Trustee, Purchaser, Depositor


	

 

	

1.02

	

Termination of a
Material Definitive Agreement

	

 


	

 

	

 

	

Disclosure is required
regarding termination of any definitive agreement that is material
to the securitization (other than expiration in accordance with its
terms), even if depositor is not a party.



 



Examples: servicing
agreement, custodial agreement.



 

	

Depositor; or any
of the following that is a party to the agreement if Servicer is
not:  Trustee, Purchaser, Depositor


	

 

	

1.03

	

Bankruptcy or
Receivership

	

 


	

 

	

 

	

Disclosure is required
regarding the bankruptcy or receivership, if known to the Servicer,
with respect to any of the following:



 



Sponsor (Seller),
Depositor, Servicer, affiliated servicer, other servicer
servicing 20% or more of pool
assets at time of report, other material servicers, Certificate
Administrator, Trustee, significant obligor, credit enhancer
(10% or more), derivatives
counterparty, Custodian

	

Depositor


	

 

	

2.04

	

Triggering Events
that Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement

	

 


	

 

	

 

	

Includes an early
amortization, performance trigger or other event, including event
of default, that would materially alter the payment
priority/distribution of cash flows/amortization
schedule.



 



Disclosure will be
made of events other than waterfall triggers which are disclosed in
the 4.03 statement

	

N/A


	

 

	

3.03

	

Material Modification
to Rights of Security Holders

	

 


	

 

	

 

	

Disclosure is
required of any material modification to documents defining the
rights of Certificateholders, including the Pooling and Servicing
Agreement

	

Depositor


	

 

	

5.03

	

Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal
Year

	

 


	

 

	

 

	

Disclosure is
required of any amendment “to the governing documents of the
issuing entity”

	

Depositor


	

 

	

5.06

	

Change in Shell
Company Status

	

 


	

 

	

 

	

[Not applicable to
ABS issuers]

	

Depositor


	

 

	

6.01

	

ABS Informational and
Computational Material

	

 


	

 

	

 

	

[Not included in
reports to be filed under Section 8.12]

	

 


	

 

	

6.02

	

Change of Servicer or
Trustee

	

 


	

 

	

 

	

Requires disclosure
of any removal, replacement, substitution or addition of any
servicer, affiliated servicer, other servicer servicing
10% or more of pool assets at time
of report, other material servicers, certificate administrator or
Trustee. Reg AB disclosure about any new servicer or Trustee is
also required.

	

Trustee or Servicer,
as applicable


	

 

	

6.03

	

Change in Credit
Enhancement or Other External Support

	

 


	

 

	

 

	

Covers termination of
an enhancement in manner other than by its terms, the addition of
an enhancement, or a material change in the enhancement
provided. Applies to external
credit enhancements as well as derivatives. Reg AB disclosure about
any new enhancement provider is also required.

	

Depositor


	

 

	

6.04

	

Failure to Make a
Required Distribution

	

Trustee


	

 

	

6.05

	

Securities Act
Updating Disclosure

	

 


	

 

	

 

	

If any material pool
characteristic differs by 5% or more at the time of issuance of the
securities from the description in the prospectus, provide updated
Reg AB disclosure about the actual asset pool.

	

Depositor


	

 

	

 

	

If there are any new
servicers or originators required to be disclosed under Regulation
AB as a result of the foregoing, provide the information called for
in Items 1108 and 1110 respectively.

	

Depositor


	

 

	

7.01

	

Regulation FD
Disclosure

	

Depositor


	

 

	

8.01

	

Other
Events

	

 


	

 

	

 

	

Any event, with
respect to which information is not otherwise called for in Form
8-K, that the registrant deems of importance to security
holders.

	

Depositor


	

 

	

9.01

	

Financial Statements
and Exhibits

	

The Responsible Party
applicable to reportable event


	

10-K

	

9B

	

Other Information

	

 


	

 

	

 

	

Disclose any
information required to be reported on Form 8-K during the fourth
quarter covered by the Form 10-K but not reported

	

The Responsible Party
for the applicable Form 8-K item as indicated above


	

 

	

15

	

Exhibits and
Financial Statement Schedules

	

 


	

 

	

 

	

Item 1112(b)
–  Significant Obligor Financial
Information

	

Depositor


	

 

	

 

	

Item 1114(b)(2)
– Credit Enhancement Provider Financial
Information



 



Determining
applicable disclosure threshold



 



Obtaining required
financial information or effecting incorporation by
reference

	

Depositor


	

 

	

 

	

Item 1115(b) –
Derivative Counterparty Financial Information



 



Determining current
maximum probable exposure



 



Determining current
significance percentage



 



Obtaining required
financial information or effecting incorporation by
reference

	

Depositor


	

 

	

 

	

Item 1117 – Legal
proceedings pending against the following entities, or their
respective property, that is material to Certificateholders,
including proceedings known to be contemplated by governmental
authorities:



 

	

 


	

 

	

 

	

Sponsor
(Seller)

	

Seller


	

 

	

 

	

Depositor

	

Depositor


	

 

	

 

	

Trustee

	

Trustee


	

 

	

 

	

Issuing
entity

	

Depositor


	

 

	

 

	

Servicer,
affiliated servicer, other servicer servicing 20% or more of pool assets at time of report,
other material servicers

	

Servicer


	

 

	

 

	

Originator
of 20% or more of pool assets
as of the Cut-off Date

	

Servicer


	

 

	

 

	

Custodian

	

 


	

 

	

 

	

Item 1119 –
Affiliations and relationships between the following entities, or
their respective affiliates, that are material to
Certificateholders::



 

	

 


	

 

	

 

	

Sponsor
(Seller)

	

Seller


	

 

	

 

	

Depositor

	

Depositor


	

 

	

 

	

Trustee

	

Trustee


	

 

	

 

	

Servicer,
affiliated servicer, other servicer servicing 20% or more of pool assets at time of report,
other material servicers

	

Servicer


	

 

	

 

	

Originator

	

Seller


	

 

	

 

	

Item 1122 –
Assessment of Compliance with Servicing Criteria

	

Each Party
participating in the servicing function


	

 

	

 

	

Item 1123 –
Servicer Compliance Statement

	

Servicer and
Trustee





  




 



 


















EXHIBIT P



 



FORM OF TRUSTEE
CERTIFICATION



 



 



Re:       Long
Beach Mortgage Loan Trust 2006‐11 (the “Trust”)
Asset-Backed Certificates, Series 2006‐11, issued pursuant to
the Pooling and Servicing Agreement, dated as of December 1, 2006
(the “Pooling and Servicing Agreement”), among Long
Beach Securities Corp., as depositor (the “Depositor”),
Washington Mutual Bank, as seller and servicer (the
“Seller” and the “Servicer”), Deutsche Bank
National Trust Company, as Trustee (the “Trustee”)
and Deutsche Bank Trust Company Delaware, as Delaware
Trustee (the “Delaware Trustee”)



 



I, [identify the
certifying individual], a [title] of Deutsche Bank National Trust
Company certify to the Depositor and its officers, directors and
affiliates, and with the knowledge and intent that they will rely
upon this certification, that:



1.        
I have reviewed the annual report on Form 10-K (the “Annual
Report”) for the fiscal year [___], and all reports on Form
10-D containing distribution reports filed in respect of periods
included in the year covered by the Annual Report (collectively
with the Annual Report, the “Reports”), of the
Trust;



2.        
Based on my knowledge, the information in the Reports prepared by
the Trustee, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
as of the last day of the period covered by the Annual Report;
and



3.        
Based on my knowledge, the distribution or servicing information
required to be provided to the Trustee by the Servicer under the
Pooling and Servicing Agreement for inclusion in the Reports is
included in the Reports.

 



Date:   
_________________



DEUTSCHE BANK
NATIONAL TRUST COMPANY



 



 



By:      
                                                           



Name: 
                                                           



Title:    
                                                           


















SCHEDULE I



 



PREPAYMENT CHARGE
SCHEDULE



 



AVAILABLE UPON
REQUEST



 


















SCHEDULE
II



 



Swap Notional Amount
Schedule



 



	

Period

	

Distribution Date

	

Swap Notional

 Amount ($)

	

Strike
Rate (%)


	

1

	

January 25, 2007

	

0

	

N/A


	

2

	

February 25, 2007

	

1,224,461,477

	

4.72%


	

3

	

March 25, 2007

	

1,214,136,010

	

4.72%


	

4

	

April 25, 2007

	

1,200,863,495

	

4.72%


	

5

	

May 25, 2007

	

1,184,950,879

	

4.72%


	

6

	

June 25, 2007

	

1,166,520,359

	

4.72%


	

7

	

July 25, 2007

	

1,159,255,085

	

4.72%


	

8

	

August 25, 2007

	

1,149,398,219

	

4.72%


	

9

	

September 25, 2007

	

1,137,268,266

	

4.72%


	

10

	

October 25, 2007

	

1,122,928,162

	

4.72%


	

11

	

November 25, 2007

	

1,105,814,924

	

4.72%


	

12

	

December 25, 2007

	

1,082,200,669

	

4.72%


	

13

	

January 25, 2008

	

1,050,905,994

	

4.72%


	

14

	

February 25, 2008

	

1,015,955,752

	

4.72%


	

15

	

March 25, 2008

	

982,422,459

	

4.72%


	

16

	

April 25, 2008

	

951,023,562

	

4.72%


	

17

	

May 25, 2008

	

921,572,447

	

4.72%


	

18

	

June 25, 2008

	

894,027,438

	

4.72%


	

19

	

July 25, 2008

	

868,045,612

	

4.72%


	

20

	

August 25, 2008

	

843,520,224

	

4.72%


	

21

	

September 25, 2008

	

820,394,708

	

4.72%


	

22

	

October 25, 2008

	

790,620,151

	

4.72%


	

23

	

November 25, 2008

	

762,387,550

	

4.72%


	

24

	

December 25, 2008

	

541,446,071

	

4.72%


	

25

	

January 25, 2009

	

499,407,790

	

4.72%


	

26

	

February 25, 2009

	

464,073,499

	

4.72%


	

27

	

March 25, 2009

	

436,882,962

	

4.72%


	

28

	

April 25, 2009

	

414,323,074

	

4.72%


	

29

	

May 25, 2009

	

394,906,099

	

4.72%


	

30

	

June 25, 2009

	

377,658,177

	

4.72%


	

31

	

July 25, 2009

	

362,010,134

	

4.72%


	

32

	

August 25, 2009

	

347,494,390

	

4.72%


	

33

	

September 25, 2009

	

333,770,665

	

4.72%


	

34

	

October 25, 2009

	

320,494,400

	

4.72%


	

35

	

November 25, 2009

	

306,973,942

	

4.72%


	

36

	

December 25, 2009

	

289,097,922

	

4.72%


	

37

	

January 25, 2010

	

288,322,400

	

4.72%


	

38

	

February 25, 2010

	

263,615,221

	

4.72%


	

39

	

March 25, 2010

	

250,726,449

	

4.72%


	

40

	

April 25, 2010

	

238,701,932

	

4.72%


	

41

	

May 25, 2010

	

227,456,421

	

4.72%


	

42

	

June 25, 2010

	

216,851,886

	

4.72%


	

43

	

July 25, 2010

	

206,632,609

	

4.72%


	

44

	

August 25, 2010

	

197,114,616

	

4.72%


	

45

	

September 25, 2010

	

188,252,132

	

4.72%


	

46

	

October 25, 2010

	

180,042,351

	

4.72%


	

47

	

November 25, 2010

	

172,004,833

	

4.72%


	

48

	

December 25, 2010

	

164,384,605

	

4.72%


	

49

	

January 25, 2011

	

157,500,186

	

4.72%


	

50

	

February 25, 2011

	

150,908,383

	

4.72%


	

51

	

March 25, 2011

	

144,536,322

	

4.72%


	

52

	

April 25, 2011

	

137,000,924

	

4.72%


	

53

	

May 25, 2011

	

129,949,658

	

4.72%


	

54

	

June 25, 2011

	

123,422,145

	

4.72%


	

55

	

July 25, 2011

	

116,495,034

	

4.72%


	

56

	

August 25, 2011

	

109,295,511

	

4.72%


	

57

	

September 25, 2011

	

102,770,459

	

4.72%


	

58

	

October 25, 2011

	

96,790,871

	

4.72%


	

59

	

November 25, 2011

	

91,244,635

	

4.72%


	

60

	

December 25, 2011

	

86,248,543

	

4.72%























SCHEDULE
III



 



40 Year Loan final
maturity schedule



 



	

Period

	

Distribution Date

	

Principal Balance of
the Mortgage Loans

 Having 40-Year Original Terms To

 Maturity ($)


	

121

	

January 25,
2017...............................

	

20,498,735.02


	

122

	

February 25,
2017.............................

	

20,213,206.16


	

123

	

March 25,
2017.................................

	

19,931,574.09


	

124

	

April 25,
2017...................................

	

19,653,786.06


	

125

	

May 25,
2017...................................

	

19,379,790.00


	

126

	

June 25,
2017....................................

	

19,109,534.61


	

127

	

July 25,
2017....................................

	

18,842,969.23


	

128

	

August 25,
2017..............................

	

18,580,043.87


	

129

	

September 25,
2017..........................

	

18,320,709.28


	

130

	

October 25,
2017..............................

	

18,064,916.81


	

131

	

November 25,
2017...........................

	

17,812,618.52


	

132

	

December 25,
2017...........................

	

17,563,767.05


	

133

	

January 25,
2018...............................

	

17,318,315.76


	

134

	

February 25,
2018.............................

	

17,076,218.58


	

135

	

March 25,
2018.................................

	

16,837,430.06


	

136

	

April 25,
2018...................................

	

16,601,905.41


	

137

	

May 25,
2018...................................

	

16,369,600.41


	

138

	

June 25,
2018....................................

	

16,140,471.44


	

139

	

July 25,
2018....................................

	

15,914,475.49


	

140

	

August 25,
2018..............................

	

15,691,570.09


	

141

	

September 25,
2018..........................

	

15,471,713.37


	

142

	

October 25,
2018..............................

	

15,254,864.03


	

143

	

November 25,
2018...........................

	

15,040,981.31


	

144

	

December 25,
2018...........................

	

14,830,025.02


	

145

	

January 25,
2019...............................

	

14,621,955.50


	

146

	

February 25,
2019.............................

	

14,416,733.62


	

147

	

March 25,
2019.................................

	

14,214,320.79


	

148

	

April 25,
2019...................................

	

14,014,678.93


	

149

	

May 25,
2019...................................

	

13,817,770.49


	

150

	

June 25,
2019....................................

	

13,623,558.40


	

151

	

July 25,
2019....................................

	

13,432,006.12


	

152

	

August 25,
2019..............................

	

13,243,077.60


	

153

	

September 25,
2019..........................

	

13,056,737.25


	

154

	

October 25,
2019..............................

	

12,872,949.98


	

155

	

November 25,
2019...........................

	

12,691,681.18


	

156

	

December 25,
2019...........................

	

12,512,896.69


	

157

	

January 25,
2020...............................

	

12,336,562.82


	

158

	

February 25,
2020.............................

	

12,162,646.34


	

159

	

March 25,
2020.................................

	

11,991,114.48


	

160

	

April 25,
2020...................................

	

11,821,934.84


	

161

	

May 25,
2020...................................

	

11,655,075.59


	

162

	

June 25,
2020....................................

	

11,490,505.21


	

163

	

July 25,
2020....................................

	

11,328,192.63


	

164

	

August 25,
2020..............................

	

11,168,107.26


	

165

	

September 25,
2020..........................

	

11,010,218.87


	

166

	

October 25,
2020..............................

	

10,854,497.62


	

167

	

November 25,
2020...........................

	

10,700,914.14


	

168

	

December 25,
2020...........................

	

10,549,439.41


	

169

	

January 25,
2021...............................

	

10,400,044.79


	

170

	

February 25,
2021.............................

	

10,252,702.09


	

171

	

March 25,
2021.................................

	

10,107,383.43


	

172

	

April 25,
2021...................................

	

9,964,061.33


	

173

	

May 25,
2021...................................

	

9,822,708.70


	

174

	

June 25,
2021....................................

	

9,683,298.79


	

175

	

July 25,
2021....................................

	

9,545,805.24


	

176

	

August 25,
2021..............................

	

9,410,202.01


	

177

	

September 25,
2021..........................

	

9,276,463.46


	

178

	

October 25,
2021..............................

	

9,144,564.25


	

179

	

November 25,
2021...........................

	

9,014,479.42


	

180

	

December 25,
2021...........................

	

8,886,184.29


	

181

	

January 25,
2022...............................

	

8,759,654.58


	

182

	

February 25,
2022.............................

	

8,634,866.30


	

183

	

March 25,
2022.................................

	

8,511,795.80


	

184

	

April 25,
2022...................................

	

8,390,419.74


	

185

	

May 25,
2022...................................

	

8,270,715.08


	

186

	

June 25,
2022....................................

	

8,152,659.14


	

187

	

July 25,
2022....................................

	

8,036,229.51


	

188

	

August 25,
2022..............................

	

7,921,404.08


	

189

	

September 25,
2022..........................

	

7,808,161.04


	

190

	

October 25,
2022..............................

	

7,696,478.90


	

191

	

November 25,
2022...........................

	

7,586,336.43


	

192

	

December 25,
2022...........................

	

7,477,712.72


	

193

	

January 25,
2023...............................

	

7,370,587.08


	

194

	

February 25,
2023.............................

	

7,264,939.18


	

195

	

March 25,
2023.................................

	

7,160,748.93


	

196

	

April 25,
2023...................................

	

7,057,996.49


	

197

	

May 25,
2023...................................

	

6,956,662.30


	

198

	

June 25,
2023....................................

	

6,856,727.09


	

199

	

July 25,
2023....................................

	

6,758,171.83


	

200

	

August 25,
2023..............................

	

6,660,977.74


	

201

	

September 25,
2023..........................

	

6,565,126.32


	

202

	

October 25,
2023..............................

	

6,470,599.27


	

203

	

November 25,
2023...........................

	

6,377,378.61


	

204

	

December 25,
2023...........................

	

6,285,446.52


	

205

	

January 25,
2024...............................

	

6,194,785.50


	

206

	

February 25,
2024.............................

	

6,105,378.25


	

207

	

March 25,
2024.................................

	

6,017,207.68


	

208

	

April 25,
2024...................................

	

5,930,256.98


	

209

	

May 25,
2024...................................

	

5,844,509.51


	

210

	

June 25,
2024....................................

	

5,759,948.94


	

211

	

July 25,
2024....................................

	

5,676,559.07


	

212

	

August 25,
2024..............................

	

5,594,323.98


	

213

	

September 25,
2024..........................

	

5,513,227.93


	

214

	

October 25,
2024..............................

	

5,433,255.41


	

215

	

November 25,
2024...........................

	

5,354,391.12


	

216

	

December 25,
2024...........................

	

5,276,619.95


	

217

	

January 25,
2025...............................

	

5,199,927.04


	

218

	

February 25,
2025.............................

	

5,124,297.65


	

219

	

March 25,
2025.................................

	

5,049,717.35


	

220

	

April 25,
2025...................................

	

4,976,171.78


	

221

	

May 25,
2025...................................

	

4,903,646.87


	

222

	

June 25,
2025....................................

	

4,832,128.73


	

223

	

July 25,
2025....................................

	

4,761,603.59


	

224

	

August 25,
2025..............................

	

4,692,057.94


	

225

	

September 25,
2025..........................

	

4,623,478.43


	

226

	

October 25,
2025..............................

	

4,555,851.87


	

227

	

November 25,
2025...........................

	

4,489,165.27


	

228

	

December 25,
2025...........................

	

4,423,405.82


	

229

	

January 25,
2026...............................

	

4,358,560.85


	

230

	

February 25,
2026.............................

	

4,294,617.91


	

231

	

March 25,
2026.................................

	

4,231,564.69


	

232

	

April 25,
2026...................................

	

4,169,389.02


	

233

	

May 25,
2026...................................

	

4,108,078.96


	

234

	

June 25,
2026....................................

	

4,047,622.70


	

235

	

July 25,
2026....................................

	

3,988,008.56


	

236

	

August 25,
2026..............................

	

3,929,225.08


	

237

	

September 25,
2026..........................

	

3,871,260.87


	

238

	

October 25,
2026..............................

	

3,814,104.79


	

239

	

November 25,
2026...........................

	

3,757,745.77


	

240

	

December 25,
2026...........................

	

3,702,172.96























SCHEDULE
IV



 



PMI MORTGAGE LOAN
SCHEDULE



 



(NOT
APPLICABLE)