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EXHIBIT 4.4




 




ADMINISTRATIVE AGENT AGREEMENT

  Between

  WASHINGTON MUTUAL
BANK

 (Servicer)

  and

  WASHINGTON MUTUAL MORTGAGE
SECURITIES CORP.

(Administrative Agent)

 Dated as of April 1, 2006

 

Residential Subprime Mortgage
Loans

                                                                                                                                                           

ADMINISTRATIVE AGENT AGREEMENT

(Washington Mutual Bank-Washington Mutual
Mortgage Securities Corp.)

This Administrative Agent Agreement (the "Administrative
Agent Agreement"), is made between Washington Mutual Bank, in its capacity
as servicer (the "Servicer"), and Washington Mutual Mortgage Securities
Corp., and its successors and assigns, in its capacity as Administrative Agent
(the "Administrative Agent"), effective as of the 1st day of
April, 2006. 

PRELIMINARY STATEMENT

WHEREAS, the Servicer certain Mortgage Loans (as defined below)
pursuant to one or more Pooling Agreements (as defined below);

WHEREAS, the Servicer desires to retain the Administrative Agent
to perform certain services with respect to the Mortgage Loans, and the
Administrative Agent desires to be so retained;

NOW THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Servicer and the Administrative Agent
agree as follows:

ARTICLE I.
DEFINITIONS

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

1.1    Administrative Agent Fee:  The
fee payable by the Servicer to the Administrative Agent in consideration of the
Administrative Agent performing the Services with respect to the Mortgage
Loans.

1.2    Agreement:  This
Administrative Agent Agreement and all amendments hereof and supplements hereto.


1.3    Mortgage Loan:  A subprime
mortgage loan listed on a Mortgage Loan Schedule.

1.4    Mortgage Loan Schedule:  A
schedule, delivered by the Servicer to the Administrative Agent from time to
time, of subprime mortgage loans serviced by the Servicer pursuant to a Pooling
Agreement and with respect to which subprime mortgage loans the Administrative
Agent is to perform its services pursuant to this Agreement.

1.5   Pooling Agreement:  With respect to
any Mortgage Loan, the applicable pooling and servicing agreement or other like
document, pursuant to which the Servicer services such Mortgage Loan.

1.6    Regulation AB:  Subpart
229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. Sections
229.100-229.1100-229.1123, as such may be amended from time to time.

1.7    Services:  The functions
described under "Administrative Agent Requirements" in Exhibit A attached
hereto.

ARTICLE II.
SERVICES TO BE PERFORMED BY
ADMINISTRATIVE AGENT

2.1    Covered Services.   The
Administrative Agent agrees to perform the Services with respect to the Mortgage
Loans.  The Administrative Agent agrees to perform the Services with
respect to each Mortgage Loan in accordance with all of the terms and conditions
of the applicable Pooling Agreement.  Subject only to applicable law, and
the terms of this Agreement, the applicable Pooling Agreement, and the
respective Mortgage Loans, the Administrative Agent shall have full power and
authority, acting alone, to do or cause to be done any and all things in
connection with the Services which it may deem necessary or desirable.  The
Administrative Agent shall have no obligation to perform any services other than
the Services. The Servicer agrees to perform the functions described under
"Servicer Requirements" in Exhibit A attached hereto.

2.2    Administrative Agent's
Compensation.  The Administrative Agent shall be entitled to be paid
the Administrative Agent Fee by the Servicer, in the amount and in the manner
set forth in Exhibit B attached hereto.

2.3    Annual Certificate as to
Compliance.  On or before March 15, 2007, and on or before March 15 of
each year thereafter, the Administrative Agent shall provide to the Servicer a
certificate of an officer of the Administrative Agent relating to the
Administrative Agent's performance of its duties hereunder, or an assessment
report of the Administrative Agent, which officer's certificate or assessment
report, as applicable, shall be in form and substance with respect to the
Services substantially the same as required of the Servicer under the applicable
Pooling Agreement.

2.4    Annual Independent Public Accountants'
Servicing Report.  If so requested by the Servicer, the Administrative
Agent shall engage a firm of independent public accountants (which may also
render other services to the Administrative Agent and is a member of the
American Institute of Certified Public Accountants) to prepare, and shall
deliver to the Servicer on or before March 15 of each year after the date of
this Agreement a report covering the Administrative Agent's activities
hereunder, which report shall be in form and substance with respect to the
Services substantially the same as required of the Servicer under the applicable
Pooling Agreement.

2.5    Report on Assessment of Compliance with
Servicing Criteria and Servicing Compliance Statement.  If so requested
by the Servicer, the Administrative Agent shall, on or before March 15 of each
year after the date of this Agreement (or such earlier date as reasonably
requested by the Servicer), deliver to the Servicer the following
documents:

        
(a)    a report on its assessment of compliance during the
preceding calendar year with all applicable  servicing criteria set forth
in Item 1122(d)( of Regulation AB with respect to asset-backed securities
transactions taken as a whole involving the Administrative Agent that are backed
by assets of the same type as the applicable Mortgage Loans, as required by Item
1122 of Regulation AB;

        
(b)     with respect to the assessment report described
in clause (a) above, a report by a registered public accounting firm that
attests to, and reports on, the assessment made by the Administrative Agent, as
required by Item 1122 of Regulation AB; and

        
(c)    a statement of compliance from the Administrative
Agent, as required by Item 1123 of Regulation AB, signed by an authorized
officer, to the effect that:

                    
(i)    a review of the Administrative Agent's activities
during the preceding calendar year (or applicable portion thereof) and of its
performance under the related Polling Agreement has been made under such
officer's supervision; and

                    
(ii)   to the best of such officer's knowledge, based on such
review, the Administrative Agent has fulfilled all of its obligations under the
related Pooling Agreement in all material respects throughout the preceding
calendar year (or applicable portion thereof) or, if there has been a failure to
fulfill any such obligation in any material respect, specifying each such
failure known to such officer and the nature and status thereof.

ARTICLE III.
REPRESENTATIONS AND
WARRANTIES

3.1    Representations and Warranties of the
Servicer.  The Servicer represents and warrants the following as of the
date of this Agreement:

(a)     Qualification to do Business.
The Servicer is qualified to do business in all jurisdictions in which a
property securing a Mortgage Loan is located and where such qualification is
required.

(b)     Authority and Capacity. The
Servicer has all requisite corporate power, authority and capacity to enter into
this Agreement and to perform the obligations required of it hereunder. This
Agreement (assuming the due authorization and execution of this Agreement by the
Administrative Agent) constitutes a valid and legally binding agreement of the
Servicer enforceable in accordance with its terms, except as such enforceability
may be limited by bankruptcy, insolvency, moratorium, reorganization and similar
laws, and by equitable principles. No consent, approval, authorization or order
of or registration or filing with, or notice to, any governmental authority or
court is required under state or federal law prior to the execution, delivery
and performance of or compliance by the Servicer with this Agreement or the
consummation by the Servicer of any other transaction contemplated
hereby.

(c)     No Conflict. Neither the
execution and delivery of this Agreement nor the consummation of the
transactions contemplated by this Agreement nor compliance with its terms and
conditions, shall conflict with or result in the breach of, or constitute a
default under any of the terms, conditions or provisions of any Pooling
Agreement or its charter or by-laws or any similar corporate documents of the
Servicer or any mortgage, indenture, deed of trust, loan or credit agreement or
other agreement or instrument to which the Servicer is now a party or by which
it is bound.

(d)     Compliance with Laws. There
is no action, suit, proceeding or investigation pending, or to the Servicer's
knowledge threatened, against the Servicer before any court, administrative
agency or other tribunal (i) asserting the invalidity of this Agreement, (ii)
seeking to prevent the consummation of any of the transactions contemplated
hereby or (iii) which might materially and adversely affect the performance by
the Servicer of its obligations under, or the validity or enforceability of,
this Agreement.

(e)     Performance. The Servicer
does not believe, nor does it have any reason or cause to believe, that it
cannot perform each and every covenant contained in this Agreement.

3.2     Representations and Warranties of
the Administrative Agent.  The Administrative Agent represents and
warrants the following as of the date of this Agreement:

(a)      Qualification to do
Business. The Administrative Agent is qualified to do business in all
jurisdictions in which a property securing a Mortgage Loan is located and where
such qualification is required.

(b)     Authority and Capacity. The
Administrative Agent has all requisite corporate power, authority and capacity
to enter into this Agreement and to perform the obligations required of it
hereunder. This Agreement (assuming the due authorization and execution of this
Agreement by the Servicer) constitutes a valid and legally binding agreement of
the Administrative Agent enforceable in accordance with its terms, except as
such enforceability may be limited by bankruptcy, insolvency, moratorium,
reorganization and similar laws, and by equitable principles. No consent,
approval, authorization or order of or registration or filing with, or notice
to, any governmental authority or court is required under state or federal law
prior to the execution, delivery and performance of or compliance by the
Administrative Agent with this Agreement or the consummation by the
Administrative Agent of any other transaction contemplated hereby.

(c)     No Conflict. Neither the
execution and delivery of this Agreement nor the consummation of the
transactions contemplated by this Agreement nor compliance with its terms and
conditions, shall conflict with or result in the breach of, or constitute a
default under any of the terms, conditions or provisions of its charter or
by-laws or any similar corporate documents of the Administrative Agent or any
mortgage, indenture, deed of trust, loan or credit agreement or other agreement
or instrument to which the Administrative Agent is now a party or by which it is
bound.

(d)     Compliance with Laws. There
is no action, suit, proceeding or investigation pending, or to the
Administrative Agent's knowledge threatened, against the Administrative Agent
before any court, administrative agency or other tribunal (i) asserting the
invalidity of this Agreement, (ii) seeking to prevent the consummation of any of
the transactions contemplated hereby or (iii) which might materially and
adversely affect the performance by the Administrative Agent of its obligations
under, or the validity or enforceability of, this Agreement.

(e)     Performance. The
Administrative Agent does not believe, nor does it have any reason or cause to
believe, that it cannot perform each and every covenant contained in this
Agreement.

ARTICLE IV.
TERM AND
TERMINATION

4.1    Term.  Except as provided in
Section 4.2 of this Agreement, the duties and obligations of the Administrative
Agent under this Agreement shall commence as of the date of execution and
delivery hereof and shall continue in full force and effect until this Agreement
is terminated by agreement of the parties hereto or such earlier date pursuant
to Section 4.2.  

4.2    Termination.  The Servicer may
terminate or replace the Administrative Agent at any time upon 60 days prior
written notice; provided, however, that the Servicer shall have the right
to terminate this Agreement immediately upon delivery of written notice if any
act or omission by the Administrative Agent results in the occurrence of, or
otherwise constitutes, an "Event of Default" under any Pooling Agreement. 
The Administrative Agent may terminate this agreement upon 120 days prior
written notice to the Servicer.

ARTICLE V.
MISCELLANEOUS

5.1    Notices.  All notices,
requests, demands, directions and other communications (collectively "notices")
under the provisions of this Agreement shall be in writing (including telexed or
facsimile communication) and shall be sent by first-class mail, first-class
express mail, or by telex or facsimile with confirmation in writing mailed
first-class mail, in all cases with charges prepaid.  Any such properly
given notice shall be effective when received.  All notices shall be sent
to the applicable party at the following office or in accordance with the last
unrevoked written direction from such party to the other parties hereto: (a) in
the case of the Servicer, 19850 Plummer Street, Chatsworth, California 91311,
Fax No: (818) 775-2819, Attention: Vice President Investor Reporting, with a
copy to: Washington Mutual Legal Department, 1201 Third Avenue, WMT 1706,
Seattle, WA 98101, Fax No: (206) 377-6244, Attention: WaMu; and (b) in the case
of the Administrative Agent, 75 North Fairway Drive, Vernon Hills, Illinois
60061, Attention: Master Servicing Department, with a copy to Washington Mutual
Legal Department, 1201 Third Avenue, WMT 1706, Seattle, Washington 98101,
Attention: WMMSC.

5.2    Successors and Assigns.  This
Agreement shall be binding on the parties hereto and their respective successors
and assigns; provided, however, that the Administrative Agent may not
assign any of its rights or delegate any of its duties hereunder without the
prior written consent of the Servicer.

5.3     Severability.  The provisions
of this Agreement are intended to be severable.  If any provision of this
Agreement shall be held invalid or unenforceable in whole or in part in any
jurisdiction, such provision shall, as to such jurisdiction, be ineffective to
the extent of such invalidity or unenforceability without in any manner
affecting the validity or enforceability of such provision in any other
jurisdiction or the remaining provisions hereof in any jurisdiction.

5.4    Incorporation of Exhibits. All
Exhibits attached hereto shall be incorporated herein and shall be understood to
be a part hereof as though included in the body of this Agreement.

5.5    Headings, Descriptive, etc. 
The headings of the several sections and subsections of this Agreement are
inserted for convenience only and shall not in any way affect the meaning or
construction of any provision of this Agreement.  All references to
Sections are to Sections of this Agreement unless otherwise specified.  The
words "hereof," "herein," "hereto," and "hereunder" and words of similar import
when used in this Agreement shall refer to this Agreement as a whole and not to
any particular provision of this Agreement.

5.6    Counterparts.  This Agreement
may be executed in any number of counterparts and by the different parties
hereto on separate counterparts each of which, when so executed, shall be deemed
an original, but all such counterparts shall constitute but one and the same
instrument.

5.7    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.

[signatures follow]




IN WITNESS WHEREOF, each
of the undersigned parties has caused one of its duly authorized officers to
execute this Administrative Agent Agreement in its corporate name, all as of the
date first above written.

WASHINGTON MUTUAL BANK

By: /s/ Henry J. Berens                                                     

Name:  Henry J. Berens

Title:     Senior Vice President

WASHINGTON MUTUAL MORTGAGE
   SECURITIES
CORP.

By: /s/ Thomas G.
Lehmann                                             

Name:  Thomas G. Lehmann

Title:     President




EXHIBIT A

Servicer Requirements

a.    The Servicer will provide to the
Administrative Agent complete and accurate loan reports with respect to the
Mortgage Loans via email excel file (the "Month End Data File") on or
before 3 PM Central Time on the 12th calendar day of the month (or, if the 12th
calendar day is not a business day, on the next business day).

b.    The Servicer will provide to the
Administrative Agent a file (the "Payoff File") with respect to the
Mortgage Loans that prepaid in full through the 14th calendar day of the current
calendar month, on or before 3 PM Central Time on the 15th calendar day of the
month (or, if the 15th calendar day is not a business day, on the next business
day).

c.    The Servicer will provide to the
Administrative Agent any other reasonable data, analysis, or reporting requested
by the Administrative Agent within two business days of request.

Administrative Agent Requirements

a.    The Administrative Agent will
calculate the amount of the Prepayment Interest Shortfall and the Compensating
Interest (as those terms are defined in the applicable Pooling Agreement)
payable by the Servicer to the applicable Trustee monthly in accordance with the
requirements of each Pooling Agreement.

b.    The Administrative Agent will provide
to the Servicer and the applicable Trustee a revised Month End Data File,
reflecting the changes described in the immediately preceding paragraph, on or
before the 19th calendar day of the month (or, if the 19th calendar day is not a
business day, the next business day).

c.    The Administrative Agent will prepare
and deliver to the Servicer and the applicable Trustee any necessary revisions
to information previously delivered by the Administrative Agent to the Servicer
or the applicable Trustee pursuant to this Agreement.

d.    The Administrative Agent will provide
to the Servicer any other reasonable data, analysis, or reporting requested by
the Servicer within two business days of request.






EXHIBIT B

Administrative Agent's Fee

Compensation will be paid in accordance with a separate letter
agreement between Servicer and Administrative Agreement.