TBW Mortgage-Backed Trust Series 2006-5 Sample Contracts

BNP PARIBAS MORTGAGE SECURITIES LLC, DEPOSITOR WELLS FARGO BANK, N.A., MASTER SERVICER AND SECURITIES ADMINISTRATOR AND TRUSTEE POOLING AND SERVICING AGREEMENT DATED AS OF OCTOBER 1, 2006 TBW MORTGAGE-BACKED TRUST SERIES 2006-5, MORTGAGE-BACKED...

Pooling and Servicing Agreement • November 13th, 2006 • TBW Mortgage-Backed Trust Series 2006-5 • Asset-backed securities • New York

• Contract Type
  Pooling and Servicing Agreement
• Filed
  November 13th, 2006
• Company
  TBW Mortgage-Backed Trust Series 2006-5
• Industry
  Asset-backed securities
• Jurisdiction
  New York

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

BNP Paribas Securities Corp. UNDERWRITING AGREEMENT $598,789,000 (Approximate) TBW Mortgage-Backed Trust Series 2006-5, Mortgage-Backed Pass-Through Certificates, Series 2006-5

Underwriting Agreement • November 13th, 2006 • TBW Mortgage-Backed Trust Series 2006-5 • Asset-backed securities • New York

• Contract Type
  Underwriting Agreement
• Filed
  November 13th, 2006
• Company
  TBW Mortgage-Backed Trust Series 2006-5
• Industry
  Asset-backed securities
• Jurisdiction
  New York

BNP Paribas Mortgage Securities LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Depositor”), proposes to sell to the several underwriters named in Schedule I attached hereto (the “Underwriters”), for whom you are acting as representative (also referred to herein as the “Representative”), the respective amounts set forth opposite their names in Schedule I attached hereto of the Depositor’s TBW Mortgage-Backed Trust Series 2006-5, Mortgage-Backed Pass-Through Certificates, Series 2006-5. Such classes have been designated as the Class A-1, Class A-2-A, Class A-2-B, Class A-3, Class A-4, Class A-5-A, Class A-5-B, Class A-6, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates (collectively, the “Certificates”). The Certificates, together with the Depositor’s TBW Mortgage-Backed Trust Series 2006-5, Mortgage-Backed Pass-Through Certificates, Series 2006-5, Class C, Class P and Class R Certificates,