Back to top

EX. 4.1 POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

EX. 4.1 POOLING AND SERVICING AGREEMENT | Document Parties: WAMU MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-AR13 | WaMu ASSET ACCEPTANCE CORP | WASHINGTON MUTUAL BANK | LASALLE BANK NATIONAL ASSOCIATION | CHRISTIANA BANK & TRUST COMPANY You are currently viewing:
This Pooling and Servicing Agreement involves

WAMU MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-AR13 | WaMu ASSET ACCEPTANCE CORP | WASHINGTON MUTUAL BANK | LASALLE BANK NATIONAL ASSOCIATION | CHRISTIANA BANK & TRUST COMPANY

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: EX. 4.1 POOLING AND SERVICING AGREEMENT
Governing Law: Delaware     Date: 10/12/2006

EX. 4.1 POOLING AND SERVICING AGREEMENT, Parties: wamu mortgage pass-through certificates  series 2006-ar13 , wamu asset acceptance corp , washington mutual bank , lasalle bank national association , christiana bank & trust company
50 of the Top 250 law firms use our Products every day

Click here for printer-friendly pdf version of this document with page breaks as indicated in the Table of Contents

If above link does not activate, you will find the duplicate printer-friendly pdf version of this document attached to this filing submission with the SEC.


 

EXHIBIT 4.1

EXECUTION VERSION

 

 

WaMu ASSET ACCEPTANCE CORP.,

as Depositor

and

WASHINGTON MUTUAL BANK,

as Servicer

and

LASALLE BANK NATIONAL ASSOCIATION,

as Trustee

and

CHRISTIANA BANK & TRUST COMPANY,

as Delaware Trustee

POOLING AND SERVICING AGREEMENT

$1,487,390,676.08

WaMu Mortgage Pass-Through Certificates Series 2006-AR13 Trust

WaMu Asset Acceptance Corp.

WaMu Mortgage Pass-Through Certificates

Series 2006-AR13

Cut-Off Date: September 1, 2006


TABLE OF CONTENTS

 

 

Page

ARTICLE I

10

Section 1.01.Definitions

10

Adjusted Cap Rate

10

Adjusted Loan Group 1 Weighted Average Pass-Through Rate

11

Adjusted Loan Group 2 Weighted Average Pass-Through Rate

11

Aggregate Certificate Principal Balance

11

Aggregate Loan Groups 1-2 Balance

11

Aggregate Weighted Average Certificate Interest Rate

11

Aggregate Weighted Average Pass-Through Rate

11

Agreement

11

Appraised Value

11

Assigned Prepayment Premiums

12

Assignment of Proprietary Lease

12

Authenticating Agent

12

Authorized Denomination

12

Balloon Loan

12

Bankruptcy Loss

12

Beneficial Holder

12

Benefit Plan Opinion

12

Book-Entry Certificates

13

Business Day

13

Buydown Agreement

13

Buydown Fund

13

Buydown Fund Account

13

Buydown Loan

13

Carry-Forward Subsequent Recoveries Amount

13

Carryover Shortfall Amount

14

Carryover Shortfall Payment

15

Certificate

18

Certificate Account

18

Certificateholder or Holder

18

Certificate Interest Rate

18

Certificate of Trust

19

Certificate Principal Balance

19

Certificate Register and Certificate Registrar

19

Class

19

Class A Certificates

20

Class A-L Regular Interests

20

Class B-1 Certificates

20

Class B-1-L Regular Interest

20

Class B-2 Certificates

20

Class B-2-L Regular Interest

20

Class B-3 Certificates

20

Class B-3-L Regular Interest

20

Class B-4 Certificates

20

Class B-4-L Regular Interest

20

Class B-5 Certificates

20

Class B-5-L Regular Interest

20

Class B-6 Certificates

21

Class B-6-L Regular Interest

21

Class B-7 Certificates

21

Class B-7-L Regular Interest

21

Class B-8 Certificates

21

Class B-8-L Regular Interest

21

Class B-9 Certificates

21

Class B-9-L Regular Interest

21

Class B-10 Certificates

21

Class B-10-L Regular Interest

21

Class B-11 Certificates

21

Class B-11-L Regular Interest

21

Class B-12 Certificates

21

Class B-12-L Regular Interest

21

Class B-13 Certificates

22

Class B-13-L Regular Interest

22

Class B-14 Certificates

22

Class B-14-L Regular Interest

22

Class CA Group 1 Component

22

Class CA Group 2 Component

22

Class CA-1C Certificates

22

Class CA-1C Component

22

Class CA-1C Group 1 Component

22

Class CA-1C Group 2 Component

22

Class CA-1C-L Regular Interest

22

Class CA-1D Certificates

22

Class CA-1D Component

22

Class CA-1D Group 1 Component

22

Class CA-1D Group 2 Component

23

Class CA-1D-L Regular Interest

23

Class 1A Certificates

23

Class 1A-L Regular Interest

23

Class 1X-PPP Accrued Interest

23

Class 1X-PPP Certificates

23

Class 1X-PPP Notional Amount

23

Class 1X-PPP-L Regular Interest

24

Class 2A Certificates

24

Class 2A-L Regular Interest

24

Class 2A-1B Certificates

24

Class 2A-1B-L Regular Interest

24

Class 2X-PPP Accrued Interest

24

Class 2X-PPP Certificates

24

Class 2X-PPP Notional Amount

25

Class 2X-PPP-L Regular Interest

25

Class II-LT Principal Reduction Amounts

25

Class II-LT Regular Interests

25

Class II-LT1 Regular Interest

25

Class II-LT2 Principal Distribution Amount

25

Class II-LT2 Regular Interest

25

Class II-LT3 Principal Distribution Amount

25

Class II-LT3 Regular Interest

25

Class II-LT4 Principal Distribution Amount

25

Class II-LT4 Regular Interest

25

Class II-LT6 Principal Distribution Amount

26

Class II-LT6 Regular Interest

26

Class II-LT7 Principal Distribution Amount

26

Class II-LT7 Regular Interest

26

Class II-LT8 Principal Distribution Amount

26

Class II-LT8 Regular Interest

26

Class II-LTY1 Principal Distribution Amount

26

Class II-LTY1 Regular Interest

26

Class II-LTY2 Principal Distribution Amount

26

Class II-LTY2 Regular Interest

26

Class Notional Amount

26

Class Principal Balance

26

Class R Certificates

28

Class R Residual Interests

28

Class R-1 Residual Interest

28

Class R-2 Residual Interest

28

Class R-3 Residual Interest

28

Class X Certificates

28

Class X-L Regular Interests

28

Class Y Regular Interests

28

Class Y-1 Regular Interest

28

Class Y-1 Principal Distribution Amount

28

Class Y-2 Regular Interest

28

Class Y-2 Principal Distribution Amount

28

Class Y Principal Reduction Amounts

28

Class Z Regular Interests

29

Class Z Principal Reduction Amounts

29

Class Z-1 Regular Interest

29

Class Z-1 Principal Distribution Amount

29

Class Z-2 Regular Interest

29

Class Z-2 Principal Distribution Amount

29

Clean-Up Call Option Date

29

Clean-Up Call Percentage

29

Clearing Agency

29

Closing Date

29

Code

29

COFI

30

Commission

30

Company

30

Compensating Interest

30

Complying Insurance Company

30

Component

30

Component Principal Balance

30

Cooperative

31

Cooperative Apartment

31

Cooperative Lease

31

Cooperative Loans

31

Cooperative Stock

31

Cooperative Stock Certificate

31

Corporate Trust Office

31

Corporation

31

Corresponding Class

31

Credit Support Depletion Date

32

Cumulative Carry-Forward Subsequent Recoveries Amount

32

Current Loan-to-Value Ratio

32

Curtailment

32

Curtailment Shortfall

32

Custodial Account for P&I

32

Custodial Agreement

33

Custodian

33

Cut-Off Date

33

Definitive Certificates

33

Delaware Trustee

33

Depositary Agreement

33

Destroyed Mortgage Note

33

Determination Date

33

Disqualified Organization

33

Distribution Date

33

DTC

33

DTC Participant

34

Due Date

34

Eligible Institution

34

Eligible Investments

34

ERISA

35

ERISA Restricted Certificate

35

ERISA Super Restricted Certificate

35

Event of Default

35

Excess Liquidation Proceeds

36

Excess Subsequent Recoveries

36

Fannie Mae

36

FDIC

36

FHA

36

Final Maturity Date

36

Fitch

36

Freddie Mac

36

Group L-B Certificates

36

Group L-B Percentage

36

Group L-B Subordinate Liquidation Amount

36

Group L-B Subordinate Principal Distribution Amount

36

Group L-B Subordinate Principal Prepayments Distribution Amount

37

Group L-B Weighted Average Pass-Through Rate

37

Group L-B-L Regular Interests

38

Group 1 Loans

38

Group 1 Senior Liquidation Amount

38

Group 1 Senior Percentage

38

Group 1 Senior Prepayment Percentage or Group 2 Senior Prepayment Percentage

38

Group 1 Senior Principal Distribution Amount

41

Group 1 Subordinate Balance

41

Group 1 Subordinate Percentage

41

Group 1 Subordinate Prepayment Percentage

41

Group 1 Weighted Average Certificate Interest Rate

41

Group 2 Loans

41

Group 2 Senior Liquidation Amount

41

Group 2 Senior Percentage

42

Group 2 Senior Prepayment Percentage

42

Group 2 Senior Principal Distribution Amount

42

Group 2 Subordinate Balance

42

Group 2 Subordinate Percentage

42

Group 2 Subordinate Prepayment Percentage

42

Group 2 Weighted Average Certificate Interest Rate

42

Index

43

Indirect DTC Participants

43

Initial Custodial Agreement

43

Initial Custodian

43

Initial Group 1 Servicing Fee Shortfall Deposit

43

Initial Group 2 Servicing Fee Shortfall Deposit

43

Initial Interest Shortfall Deposit

43

Insurance Proceeds

43

Interest Distribution Amount

43

Interest Rate Adjustment Date

44

Interest Transfer Amount

44

Investment Account

44

Investment Depository

44

Junior Subordinate Certificates

44

Last Scheduled Distribution Date

44

Lender PMI Loan

44

LIBOR

45

LIBOR Determination Date

45

Liquidated Mortgage Loan

45

Liquidation Principal

45

Liquidation Proceeds

45

Loan Group

45

Loan Group 1

45

Loan Group 1 Balance

45

Loan Group 1 Weighted Average Pass-Through Rate

45

Loan Group 2

45

Loan Group 2 Balance

45

Loan Group 2 Weighted Average Pass-Through Rate

46

Lowest Class B Owner

46

Marker Rate

46

Maximum Group L-B Rate

46

Maximum Class X Interest Amount

46

Maximum Loan Group 1 Rate

47

Maximum Loan Group 2 Rate

47

MERS

47

MERS Loan

47

MERS® System

47

MIN

47

Minimum Monthly Payment

47

MOM Loan

47

Monthly P&I Advance

47

Monthly Payment Adjustment Terms

47

Moody’s

47

Mortgage

47

Mortgage File

48

Mortgage Interest Rate

50

Mortgage Loan Margin

50

Mortgage Loan Purchase Agreement

50

Mortgage Loan Schedule

51

Mortgage Loans

51

Mortgage Note

51

Mortgage Pool

51

Mortgage Pool Assets

51

Mortgaged Property

52

Mortgagor

52

Negative Amortization Amount

52

Net Negative Amortization Amount

52

No-Delay Accrual Period

54

Nonrecoverable Advance

54

Non-U.S. Person

54

Notice Addresses

54

OTS

54

Officer’s Certificate

55

One-Year MTA

55

Opinion of Counsel

55

Original Trust Agreement

55

Overcollateralization Amount

55

Overcollateralized Group

55

Ownership Interest

55

Pass-Through Entity

55

Pass-Through Rate

55

Paying Agent

56

Payoff

56

Payoff Earnings

56

Payoff Interest

56

Payoff Period

56

Percentage Interest

56

Permitted Transferee

57

Person

57

Plan Investor

57

Prepaid Monthly Payment

57

Prepayment Premium

58

Primary Insurance Policy

58

Principal Balance

58

Principal Payment

58

Principal Payment Amount

58

Principal Prepayment

59

Principal Prepayment Amount

59

Principal Transfer Amount

59

Prior Period

59

Prospectus

59

Rate Ceiling

59

Rate Floor

59

Rating Agency

59

Ratings

59

Reacquired Mortgage Loan

59

Realized Loss

59

Recognition Agreement

63

Record Date

63

Recording Documents

64

Reference Banks

64

Regular Interests

64

Regulation AB

64

Relief Act Shortfall

64

REMIC

64

REMIC Provisions

64

REMIC I

64

REMIC I Assets

64

REMIC I Available Distribution Amount

64

REMIC I Distribution Amount

65

REMIC I Regular Interests

67

REMIC II

67

REMIC II Assets

67

REMIC II Available Distribution Amount

67

REMIC II Distribution Amount

67

REMIC II Principal Distribution Amount

68

REMIC II Regular Interests

68

REMIC III

68

REMIC III Assets

68

REMIC III Available Distribution Amount

68

REMIC III Distribution Amount

68

REMIC III Regular Interests

77

Repurchase Price

77

Repurchase Proceeds

77

Residual Certificates

77

Residual Distribution Amount

77

Responsible Officer

78

ROV Mortgage Loan

78

S&P

78

Secretary of State

78

Securities Act

78

Security Agreement

78

Seller

78

Senior Certificates

78

Senior Subordinate Certificates

78

Servicer

78

Servicer Business Day

78

Servicing Fee

79

Servicing Fee Rate

79

Servicing Officer

79

Special Primary Insurance Policy

79

Special Primary Insurance Premium

79

Statutory Trust Statute

79

Streamlined Mortgage Loan

79

Subordinate Certificates

79

Subordinate Component Balance

79

Subordinate Percentage

80

Subordination Level

80

Subsequent Recoveries

80

Substitute Mortgage Loan

80

Substitution Price

80

Tax Matters Person

80

Termination Date

81

Termination Payment

81

Total Transfer Amount

81

Transfer

81

Transfer Rate

81

Transferee

81

Transferee Affidavit and Agreement

81

Trust

81

Trustee

81

UC Rate

81

Uncollected Interest

81

Uncompensated Interest Shortfall

81

Undercollateralized Group

82

Underwriter

83

Uninsured Cause

83

U.S. Person

83

VA

83

Withdrawal Date

83

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

83

Section 2.01.Creation of the Trust

83

Section 2.02.Restrictions on Activities of the Trust

84

Section 2.03.Separateness Requirements

85

Section 2.04.Conveyance of Mortgage Pool Assets; Security Interest

86

Section 2.05.Delivery of Mortgage Files

87

Section 2.06.REMIC Election for REMIC I

89

Section 2.07.Acceptance by Trustee

90

Section 2.08.Representation and Warranty of the Company Concerning the Mortgage Loans

91

Section 2.09.Representations and Warranties of Each Seller Concerning the Mortgage Loans

93

Section 2.10.Additional Provisions Relating to Repurchases of and Substitutions for Mortgage Loans by the Company or a Seller

94

Section 2.11.Acknowledgment of Transfer of Mortgage Pool Assets

95

Section 2.12.Conveyance of REMIC II Assets; Security Interest

95

Section 2.13.REMIC Election for REMIC II

96

Section 2.14.Acknowledgement of Transfer of REMIC II Assets

97

Section 2.15.Conveyance of REMIC III Assets; Security Interest

98

Section 2.16.REMIC Election for REMIC III

99

Section 2.17.Acknowledgement of Transfer of REMIC III Assets

100

Section 2.18.Conveyance of REMIC III Regular Interests; Security Interest

100

Section 2.19.Acknowledgement of Transfer of REMIC III Regular Interests

101

Section 2.20.Legal Title

101

Section 2.21.Compliance with ERISA Requirements

101

Section 2.22.Additional Representation Concerning the Mortgage Loans

101

Section 2.23.Distributions to Certificates Outside of REMIC III

102

ARTICLE III  Administration and Servicing of Mortgage Loans

102

Section 3.01.The Servicer

102

Section 3.02.The Custodial Accounts for P&I and Buydown Fund Accounts

104

Section 3.03.The Investment Account; Eligible Investments

105

Section 3.04.The Certificate Account

106

Section 3.05.Permitted Withdrawals from the Certificate Account, the Investment Account, the Custodial Accounts for P&I and the Buydown Fund Accounts

107

Section 3.06.Maintenance of Primary Insurance Policies; Collections Thereunder

108

Section 3.07.Maintenance of Hazard Insurance

109

Section 3.08.Enforcement of Due-on-Sale Clauses; Assumption Agreements

109

Section 3.09.Realization Upon Defaulted Mortgage Loans

110

Section 3.10.Trustee to Cooperate; Release of Mortgage Files

112

Section 3.11.Compensation to the Servicer

113

Section 3.12.[Reserved.]

113

Section 3.13.Reports on Assessment of Compliance with Servicing Criteria and Servicing Compliance Statements

113

Section 3.14.Access to Certain Documentation and Information Regarding the Mortgage Loans

114

Section 3.15.[Reserved.]

115

Section 3.16.[Reserved.]

115

Section 3.17.[Reserved.]

115

Section 3.18.[Reserved.]

115

Section 3.19.Determination of LIBOR by Servicer

115

Section 3.20.Assigned Prepayment Premiums

116

ARTICLE IV  Payments to Certificateholders; Payment of Expenses

118

Section 4.01.Distributions to Holders of REMIC I Regular Interests and Class R-1 Residual Interest

118

Section 4.02.Monthly P&I Advances; Distribution Reports to the Trustee

118

Section 4.03.Nonrecoverable Advances

120

Section 4.04.Distributions to Holders of REMIC II Regular Interests and Class R-2 Residual Interest

121

Section 4.05.Distributions to Certificateholders; Payment of Special Primary Insurance Premiums

121

Section 4.06.Statements to Certificateholders

123

ARTICLE V  The Certificates

123

Section 5.01.The Certificates

123

Section 5.02.Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized Denominations

129

Section 5.03.Registration of Transfer and Exchange of Certificates

130

Section 5.04.Mutilated, Destroyed, Lost or Stolen Certificates

130

Section 5.05.Persons Deemed Owners

131

Section 5.06.[Reserved.]

131

Section 5.07.Book-Entry for Book-Entry Certificates

131

Section 5.08.Notices to Clearing Agency

132

Section 5.09.Definitive Certificates

132

Section 5.10.Office for Transfer of Certificates

133

Section 5.11.Nature of Certificates

133

ARTICLE VI  The Company and the Servicer

133

Section 6.01.Liability of the Company and the Servicer

133

Section 6.02.Merger or Consolidation of the Company or the Servicer

133

Section 6.03.Limitation on Liability of the Company, the Servicer and Others

133

Section 6.04.Neither the Company nor the Servicer May Resign

134

Section 6.05.Trustee Access 

134

ARTICLE VII  Default

135

Section 7.01.Events of Default

135

Section 7.02.Trustee to Act; Appointment of Successor

137

Section 7.03.Notification to Certificateholders

138

ARTICLE VIII  Concerning the Trustees

138

Section 8.01.Duties of Trustees

138

Section 8.02.Certain Matters Affecting the Trustees

140

Section 8.03.Trustees Not Liable for Certificates or Mortgage Loans

141

Section 8.04.Trustees May Own Certificates

141

Section 8.05.The Servicer to Pay Trustees’ Fees and Expenses

141

Section 8.06.Eligibility Requirements for Trustees

142

Section 8.07.Resignation and Removal of Trustees

142

Section 8.08.Successor Trustee

143

Section 8.09.Merger or Consolidation of Trustee

143

Section 8.10.Appointment of Co-Trustee or Separate Trustee

144

Section 8.11.Authenticating Agents

145

Section 8.12.Paying Agents

145

Section 8.13.Duties of Delaware Trustee

146

Section 8.14.Amendment to Certificate of Trust

147

Section 8.15.[Reserved.]

147

Section 8.16.Trustees Act on Behalf of Trust

147

Section 8.17.Limitation of Liability

147

Section 8.18.Trustee Report on Assessment of Compliance with Servicing Criteria

147

ARTICLE IX  Termination

148

Section 9.01.Termination Upon Purchase by the Servicer or Liquidation of All Mortgage Loans

148

Section 9.02.Additional Termination Requirements

150

Section 9.03.Trust Irrevocable

151

ARTICLE X  Miscellaneous Provisions

151

Section 10.01.Amendment

151

Section 10.02.Recordation of Agreement

153

Section 10.03.Limitation on Rights of Certificateholders

153

Section 10.04.Access to List of Certificateholders

154

Section 10.05.Governing Law

154

Section 10.06.Notices

154

Section 10.07.Compliance With Regulation AB

154

Section 10.08.Severability of Provisions

155

Section 10.09.Counterpart Signatures

155

Section 10.10.Benefits of Agreement

155

Section 10.11.Notices and Copies to Rating Agencies

155

Section 10.12.Covenant Not to Place Trust Into Bankruptcy

156

Section 10.13.Covenant Not to Place Company Into Bankruptcy

156

 

 


 

Appendix 1

Definitions of Class Y Principal Reduction Amounts and Class II-LT Principal Reduction Amounts

Exhibit A

Form of Certificates (other than Class R Certificates)

Exhibit B

Form of Class R Certificates

Exhibit C

[Reserved]

Exhibit D

Mortgage Loan Schedule

Exhibit E

[Reserved]

Exhibit F

Form of Transferor Certificate For Junior Subordinate Certificates

Exhibit G

Form of Transferee’s Agreement For Junior Subordinate Certificates

Exhibit H

Form of Additional Matter Incorporated Into the Certificates

Exhibit I

Transferor Certificate

Exhibit J

Transferee Affidavit And Agreement

Exhibit K

[Reserved]

Exhibit L

Form of Investment Letter

Exhibit M

Form of Trustee’s Certification Pursuant to Section 2.07

Exhibit N

Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(d)

Exhibit O

Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(g)

 

 

 


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

PRELIMINARY STATEMENT

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

The Certificates issued hereunder, other than the Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated January 6, 2006, and a Prospectus Supplement, dated September 25, 2006, of the Company (together, the “ Prospectus ”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated September 27, 2006.  The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests and the Class R Residual Interests:



REMIC I Interests

 

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

 

Type of Interest

 

Certificate Interest Rate (1)

 

Initial Class
Principal
Balance

 

Final Maturity
Date*

 

Class Y-1

 

Regular

 

Variable (2)

 

$         533,479.16

 

October 2046

 

Class Y-2

 

Regular

 

Variable (3)

 

210,213.61

 

October 2046

 

Class Z-1

 

Regular

 

Variable (2)

 

1,066,429,868.40

 

October 2046

 

Class Z-2

 

Regular

 

Variable (3)

 

420,217,014.91

 

October 2046

 

Class R-1†

 

Residual

 

0.821%

 

100.00

 

October 2046

 

 

 

 

 

 

 

 

 

 

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

 

†              The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Groups 1-2 Excess Liquidation Proceeds.

 

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

 

(2)           For each Distribution Date, the Certificate Interest Rate on the Class Y-1 and Class Z-1 Regular Interests shall equal the Loan Group 1 Weighted Average Pass-Through Rate for such Distribution Date.

 

(3)           For each Distribution Date, the Certificate Interest Rate on the Class Y-2 and Class Z-2 Regular Interests shall equal the Loan Group 2 Weighted Average Pass-Through Rate for such Distribution Date.

 

 

 

 

 

 

 

 

 

 

 

 

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



REMIC II Interests

 

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

 

Type of Interest

 

Certificate Interest Rate (1)

 

Initial Class
Principal
Balance

 

Final Maturity
Date*

 

Class II-LTY1

 

Regular

 

Variable (2)

 

$           533,479.16

 

October 2046

 

Class II-LTY2

 

Regular

 

Variable (3)

 

210,213.61

 

October 2046

 

Class II-LT1

 

Regular

 

Variable (4)

 

1,486,200,666.13

 

October 2046

 

Class II-LT2

 

Regular

 

Variable (4)

 

74,369.53

 

October 2046

 

Class II-LT3

 

Regular

 

(5)

 

74,369.53

 

October 2046

 

Class II-LT4

 

Regular

 

Variable (6)

 

74,369.53

 

October 2046

 

Class II-LT6

 

Regular

 

Variable (4)

 

74,369.53

 

October 2046

 

Class II-LT7

 

Regular

 

(5)

 

74,369.53

 

October 2046

 

Class II-LT8

 

Regular

 

Variable (6)

 

74,369.53

 

October 2046

 

Class R-2(7)

 

Residual

 

-----

 

-----

 

October 2046

 

 

 

 

 

 

 

 

 

 

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

 

(1)           Interest distributed to the REMIC II Regular Interests (other than the Class II-LT3 and Class II-LT7 Regular Interests, which shall not be entitled to receive any distributions of interest) on each Distribution Date will have accrued at the applicable per annum Certificate Interest Rate on the applicable Class Principal Balance outstanding immediately before such Distribution Date.

 

(2)           For each Distribution Date, the Certificate Interest Rate on the Class II-LTY1 Regular Interest shall equal the Loan Group 1 Weighted Average Pass-Through Rate for such Distribution Date.

 

(3)           For each Distribution Date, the Certificate Interest Rate on the Class II-LTY2 Regular Interest shall equal the Loan Group 2 Weighted Average Pass-Through Rate for such Distribution Date.

 

(4)           For each Distribution Date, the Certificate Interest Rate on the Class II-LT1, Class II-LT2 and Class II-LT6 Regular Interests shall equal the weighted average of the Certificate Interest Rates for the Class Z-1 and Class Z-2 Regular Interests.

(5)           The Class II-LT3 and Class II-LT7 Regular Interests shall not be entitled to receive any distributions of interest.

 

(6)           For each Distribution Date, the Certificate Interest Rate on the Class II-LT4 and Class II-LT8 Regular Interests shall equal two (2) times the weighted average of the Certificate Interest Rates for the Class Z-1 and Class Z-2 Regular Interests.

 

(7)           The Class R-2 Residual Interest shall be entitled to receive the applicable Residual Distribution Amount.  The Class R-2 Residual Interest shall not be entitled to receive any distributions of interest or principal.

 

 

 

 

 

 

 

 

 

 

 

 

 

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



REMIC III Interests

 

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

 

Type of Interest

 

Certificate Interest Rate (1)

 

Initial Class
Principal
Balance

 

Final Maturity
Date*

 

 

Class 1A-L

 

Regular

 

Variable (2) (21)

 

$789,552,000.00

 

October 2046

 

Class 2A-L

 

Regular

 

Variable (3) (21)

 

233,337,000.00

 

October 2046

 

Class 2A-1B-L

 

Regular

 

Variable (4) (21)

 

77,779,000.00

 

October 2046

 

Class CA-1C-L

 

Regular

 

Variable (5) (21)

 

137,583,000.00 (6)

 

October 2046

 

Class CA-1D-L

 

Regular

 

Variable (7) (21)

 

137,585,000.00 (8)

 

October 2046

 

Class 1X-PPP-L

 

Regular

 

----- (9) (21)

 

0.00 (11)

 

October 2046

 

Class 2X-PPP-L

 

Regular

 

----- (10) (21)

 

0.00 (11)

 

October 2046

 

Class B-1-L

 

Regular

 

Variable (12) (21)

 

20,823,000.00

 

October 2046

 

Class B-2-L

 

Regular

 

Variable (13) (21)

 

20,823,000.00

 

October 2046

 

Class B-3-L

 

Regular

 

Variable (14) (21)

 

7,436,000.00

 

October 2046

 

Class B-4-L

 

Regular

 

Variable (15) (21)

 

8,924,000.00

 

October 2046

 

Class B-5-L

 

Regular

 

Variable (16) (21)

 

7,436,000.00

 

October 2046

 

Class B-6-L

 

Regular

 

Variable (17) (21)

 

4,462,000.00

 

October 2046

 

Class B-7-L

 

Regular

 

Variable (18) (21)

 

4,462,000.00

 

October 2046

 

Class B-8-L

 

Regular

 

Variable (19) (21)

 

4,462,000.00

 

October 2046

 

Class B-9-L

 

Regular

 

Variable (20) (21)

 

4,462,000.00

 

October 2046

 

Class B-10-L

 

Regular

 

Variable (20) (21)