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SEC.
EXHIBIT 4.1
WaMu ASSET ACCEPTANCE CORP.,
as Company
and
WASHINGTON MUTUAL BANK,
as Servicer
and
LASALLE BANK NATIONAL
ASSOCIATION,
as Trustee
and
CHRISTIANA BANK & TRUST
COMPANY,
as Delaware Trustee
POOLING AND SERVICING
AGREEMENT
$400,798,000
Washington Mutual Asset-Backed
Certificates WMABS Series 2006-HE3 Trust
WaMu Asset Acceptance
Corp.
Washington Mutual Asset-Backed
Certificates
WMABS Series 2006-HE3
Cut-Off Date:
September 1, 2006
TABLE OF CONTENTS
|
|
Page
|
|
ARTICLE I
Definitions
|
18
|
|
Section 1.01 Defined
Terms.
|
18
|
|
Account
|
18
|
|
Accrual Period
|
18
|
|
Additional Termination
Event
|
18
|
|
Adjustable Rate Mortgage
Loan
|
18
|
|
Adjusted Net Maximum Mortgage
Rate
|
18
|
|
Adjusted Net Mortgage
Rate
|
18
|
|
Adjustment Date
|
19
|
|
Advance
|
19
|
|
Affiliate
|
19
|
|
Agreement
|
19
|
|
Appraised Value
|
19
|
|
Assigned Prepayment
Charges
|
19
|
|
Assignment
|
19
|
|
Authenticating Agent
|
19
|
|
Authorized Denomination
|
19
|
|
Balloon Mortgage Loan
|
19
|
|
Balloon Payment
|
19
|
|
Bankruptcy Code
|
20
|
|
Bankruptcy Loss
|
20
|
|
Beneficial Holder
|
20
|
|
Book-Entry Certificates
|
20
|
|
Business Day
|
20
|
|
Calculation Period
|
20
|
|
Certificate
|
20
|
|
Certificate Interest Rate
|
20
|
|
Certificate Margin
|
20
|
|
Certificate of Trust
|
20
|
|
Certificate Principal
Balance
|
20
|
|
Certificate Register and Certificate
Registrar
|
20
|
|
Certificateholder
|
21
|
|
Holder
|
21
|
|
Certification
|
21
|
|
Class
|
21
|
|
Class I-A Certificate
|
21
|
|
Class II‑A‑1
Certificate
|
21
|
|
Class II‑A‑2
Certificate
|
21
|
|
Class II‑A‑3
Certificate
|
21
|
|
Class II‑A‑4
Certificate
|
21
|
|
Class A Certificates
|
22
|
|
Class A Principal Distribution
Amount
|
22
|
|
Class B Certificate
|
22
|
|
Class M‑10
Certificate
|
22
|
|
Class M‑10 Principal
Distribution Amount
|
22
|
|
Class B Certificate
|
23
|
|
Class B Principal Distribution
Amount
|
23
|
|
Class C Certificate
|
23
|
|
Class C NIM Payment
Amount
|
24
|
|
Class C Shortfall
|
24
|
|
Class L1-Y-A Regular
Interests
|
24
|
|
Class L1-Y-B Regular
Interests
|
24
|
|
Class L1-Y-X Regular
Interest
|
24
|
|
Class L1-Z-A Regular
Interests
|
24
|
|
Class L1-Z-B Regular
Interests
|
24
|
|
Class L1-Z-X Regular
Interest
|
24
|
|
Class L2-1-A1 Regular
Interest
|
24
|
|
Class L2-2-A1 Regular
Interest
|
24
|
|
Class L2-2-A2 Regular
Interest
|
24
|
|
Class L2-2-A3 Regular
Interest
|
25
|
|
Class L2-2-A4 Regular
Interest
|
25
|
|
Class L2-2-M1 Regular
Interest
|
25
|
|
Class L2-2-M2 Regular
Interest
|
25
|
|
Class L2-2-M3 Regular
Interest
|
25
|
|
Class L2-2-M4 Regular
Interest
|
25
|
|
Class L2-2-M5 Regular
Interest
|
25
|
|
Class L2-2-M6 Regular
Interest
|
25
|
|
Class L2-2-M7 Regular
Interest
|
25
|
|
Class L2-2-M8 Regular
Interest
|
25
|
|
Class L2-2-M9 Regular
Interest
|
25
|
|
Class L2-2-M10 Regular
Interest
|
25
|
|
Class L2-2-M11 Regular
Interest
|
26
|
|
Class L2-1-GP Regular
Interest
|
26
|
|
Class L2-1-SB Regular
Interest
|
26
|
|
Class L2-2-GP Regular
Interest
|
26
|
|
Class L2-2-SB Regular
Interest
|
26
|
|
Class L2-SW Regular
Interest
|
26
|
|
Class L2-XX Regular
Interest
|
26
|
|
Class L2-YY Regular
Interest
|
26
|
|
Class L2-ZZ Regular
Interest
|
26
|
|
Class L3-C Regular
Interest
|
26
|
|
Class P Interest
|
26
|
|
Class L3-SW Regular
Interest
|
26
|
|
Class L6-SW Regular
Interest
|
27
|
|
Class M‑1
Certificate
|
27
|
|
Class M‑1 Principal
Distribution Amount
|
27
|
|
Class M-2 Certificate
|
27
|
|
Class M-2 Principal Distribution
Amount
|
27
|
|
Class M-3 Certificate
|
28
|
|
Class M-3 Principal Distribution
Amount
|
28
|
|
Class M‑4
Certificate
|
28
|
|
Class M‑4 Principal
Distribution Amount
|
28
|
|
Class M‑5
Certificate
|
29
|
|
Class M‑5 Principal
Distribution Amount
|
29
|
|
Class M‑6
Certificate
|
29
|
|
Class M‑6 Principal
Distribution Amount
|
29
|
|
Class M‑7
Certificate
|
30
|
|
Class M‑7 Principal
Distribution Amount
|
30
|
|
Class M-8 Certificate
|
31
|
|
Class M-8 Principal Distribution
Amount
|
31
|
|
Class M-9 Certificate
|
31
|
|
Class M-9 Principal Distribution
Amount
|
31
|
|
Class P Certificate
|
32
|
|
Class Principal Balance
|
32
|
|
Class R Certificate
|
33
|
|
Class R‑1 Interest
|
33
|
|
Class R‑2 Interest
|
33
|
|
Class R‑3 Interest
|
33
|
|
Class R‑4 Interest
|
33
|
|
Class R‑5 Interest
|
33
|
|
Class R‑6 Interest
|
33
|
|
Class R‑CX
Certificate
|
33
|
|
Class R‑PX
Certificate
|
33
|
|
Clean-up Call Percentage
|
33
|
|
Clearing Agency
|
33
|
|
Close of Business
|
33
|
|
Closing Date
|
33
|
|
Closing Date Mortgage
Loans
|
33
|
|
Code
|
33
|
|
Collection Account
|
33
|
|
Commission
|
33
|
|
Company
|
33
|
|
Compensating Interest
|
34
|
|
Corporate Trust Office
|
34
|
|
Corporation
|
34
|
|
Corresponding
Certificates
|
34
|
|
Counterparty Payment
|
34
|
|
Credit Enhancement
Percentage
|
34
|
|
Cumulative Loss Trigger
Event
|
35
|
|
Custodial Agreement
|
35
|
|
Custodian
|
35
|
|
Cut‑off Date
|
35
|
|
Cut‑off Date Aggregate
Principal Balance
|
35
|
|
Cut‑off Date Principal
Balance
|
35
|
|
Debt Service Reduction
|
35
|
|
Deficient Valuation
|
36
|
|
Definitive Certificates
|
36
|
|
Delaware Trustee
|
36
|
|
Delinquency Percentage
|
36
|
|
Delinquency Trigger Event
|
36
|
|
Delinquent
|
36
|
|
Depositary Agreement
|
36
|
|
Determination Date
|
36
|
|
Directly Operate
|
36
|
|
Disqualified Organization
|
37
|
|
Distribution Account
|
37
|
|
Distribution Date
|
37
|
|
DTC
|
37
|
|
DTC Participant
|
37
|
|
Due Date
|
37
|
|
Due Period
|
37
|
|
Early Termination Date
|
37
|
|
Eligible Institution
|
37
|
|
Eligible Investments
|
38
|
|
ERISA
|
39
|
|
Escrow Payments
|
39
|
|
Event of Default
|
39
|
|
Exchange Act
|
39
|
|
Extra Principal Distribution
Amount
|
39
|
|
Extraordinary Trust Fund
Expense
|
39
|
|
Fannie Mae
|
39
|
|
FDIC
|
39
|
|
Final Recovery
Determination
|
39
|
|
Fitch
|
39
|
|
Fixed Rate Mortgage Loan
|
40
|
|
Formula Rate
|
40
|
|
Freddie Mac
|
40
|
|
Gross Margin
|
40
|
|
Gross Subsequent
Recoveries
|
40
|
|
Group I Closing Date Mortgage
Loans
|
40
|
|
Group I Interest Remittance
Amount
|
40
|
|
Group I Mortgage Loans
|
40
|
|
Group I Net Swap Payment
|
40
|
|
Group I Principal Allocation
Percentage
|
40
|
|
Group I Principal Distribution
Amount
|
40
|
|
Group I Principal Remittance
Amount
|
41
|
|
Group I Senior
Certificates
|
41
|
|
Group I Senior Principal
Distribution Amount
|
41
|
|
Group I Swap Payment
|
41
|
|
Group I Swap Percentage
|
41
|
|
Group I Swap Termination
Payment
|
41
|
|
Group II Closing Date Mortgage
Loans
|
42
|
|
Group II Interest Remittance
Amount
|
42
|
|
Group II Mortgage Loans
|
42
|
|
Group II Net Swap Payment
|
42
|
|
Group II Principal Allocation
Percentage
|
42
|
|
Group II Principal Distribution
Amount
|
42
|
|
Group II Principal Remittance
Amount
|
42
|
|
Group II Senior
Certificates
|
42
|
|
Group II Senior Principal
Distribution Amount
|
42
|
|
Group II Swap Payment
|
43
|
|
Group II Swap Percentage
|
43
|
|
Group II Swap Termination
Payment
|
43
|
|
Indenture
|
43
|
|
Independent
|
43
|
|
Independent Contractor
|
43
|
|
Index
|
44
|
|
Initial Certificate Principal
Balance
|
44
|
|
Initial Notional Amount
|
44
|
|
Insurance Proceeds
|
44
|
|
Insured NIM Notes
|
44
|
|
Interest Determination
Date
|
44
|
|
Interest Distribution
Amount
|
44
|
|
Interest Remittance
Amount
|
44
|
|
Late Collections
|
44
|
|
LIBOR
|
45
|
|
LIBOR Business Day
|
45
|
|
Liquidated Mortgage Loan
|
45
|
|
Liquidation Event
|
45
|
|
Liquidation Proceeds
|
46
|
|
Loan Group
|
46
|
|
Loan Group I
|
46
|
|
Loan Group II
|
46
|
|
Loan‑to‑Value
Ratio
|
46
|
|
Lost Note Affidavit
|
46
|
|
Maximum Cap Rate
|
46
|
|
Maximum ZZ Uncertificated Accrued
Interest Deferral Amount
|
47
|
|
Maximum Mortgage Rate
|
47
|
|
MERS
|
48
|
|
MERS Loan
|
48
|
|
MERS® System
|
48
|
|
Mezzanine Certificates
|
48
|
|
MIN
|
48
|
|
Minimum Mortgage Rate
|
48
|
|
MOM Loan
|
48
|
|
Monthly Interest Distributable
Amount
|
48
|
|
Monthly Payment
|
48
|
|
Moody’s
|
48
|
|
Mortgage
|
48
|
|
Mortgage File
|
49
|
|
Mortgage Loan
|
49
|
|
Mortgage Loan Purchase
Agreement
|
49
|
|
Mortgage Loan Schedule
|
50
|
|
Mortgage Note
|
51
|
|
Mortgage Pool
|
51
|
|
Mortgage Pool Assets
|
52
|
|
Mortgage Rate
|
52
|
|
Mortgaged Property
|
52
|
|
Mortgagor
|
52
|
|
Net Counterparty Payment
|
52
|
|
Net Liquidation Proceeds
|
52
|
|
Net Monthly Excess
Cashflow
|
52
|
|
Net Mortgage Rate
|
53
|
|
Net Prepayment Interest
Shortfall
|
53
|
|
Net Swap Payment
|
53
|
|
Net WAC Rate
|
53
|
|
Net WAC Rate Carryover
Amount
|
54
|
|
New Lease
|
54
|
|
NIM Notes
|
54
|
|
NIMS Insurer
|
54
|
|
NIMS Insurer Default
|
54
|
|
NIMS Issuer
|
54
|
|
Nonrecoverable Advance
|
54
|
|
Notice Addresses
|
55
|
|
Notional Amount
|
55
|
|
OTS
|
55
|
|
Officer’s
Certificate
|
55
|
|
Opinion of Counsel
|
55
|
|
Optional Termination Date
|
55
|
|
Original Class Certificate Principal
Balance
|
56
|
|
Original Class Notional
Amount
|
56
|
|
Original Trust Agreement
|
56
|
|
Origination Value
|
56
|
|
Other NIM Notes
|
56
|
|
Overcollateralization Deficiency
Amount
|
56
|
|
Overcollateralization
Floor
|
56
|
|
Overcollateralization Target
Amount
|
56
|
|
Overcollateralized Amount
|
56
|
|
Ownership Interest
|
57
|
|
Pass-Through Entity
|
57
|
|
Pass-Through Rate
|
57
|
|
Paying Agent
|
57
|
|
Payoff
|
57
|
|
Percentage Interest
|
57
|
|
Periodic Rate Cap
|
57
|
|
Permitted Transferee
|
57
|
|
Person
|
58
|
|
Plan
|
58
|
|
Preference Claim
|
58
|
|
Prepayment Charge
|
58
|
|
Prepayment Charge
Schedule
|
58
|
|
Prepayment Interest
Excess
|
59
|
|
Prepayment Interest
Shortfall
|
59
|
|
Prepayment Period
|
59
|
|
Prime Rate
|
59
|
|
Principal Balance
|
59
|
|
Principal Distribution
Amount
|
60
|
|
Principal Prepayment
|
60
|
|
Principal Remittance
Amount
|
60
|
|
Rate Change Date
|
60
|
|
Rating Agency or Rating
Agencies
|
60
|
|
Rating Agency or Rating
Agencies
|
60
|
|
Realized Loss
|
60
|
|
Record Date
|
64
|
|
Recording Documents
|
65
|
|
Reference Banks
|
65
|
|
Refinanced Mortgage Loan
|
65
|
|
Regular Certificates
|
65
|
|
Regular Interest
|
65
|
|
Regulation AB
|
65
|
|
Relief Act
|
65
|
|
Relief Act Interest
Shortfall
|
65
|
|
Remaining Principal Distribution
Amount
|
65
|
|
REMIC I
|
65
|
|
REMIC I Available Distribution
Amount
|
66
|
|
REMIC I Distribution
Amount
|
66
|
|
REMIC 1 Group I Regular
Interests
|
68
|
|
REMIC 1 Group II Regular
Interests
|
68
|
|
REMIC 1 Regular Interest
|
68
|
|
REMIC II
|
68
|
|
REMIC II Available Distribution
Amount
|
68
|
|
REMIC II Distribution
Amount
|
69
|
|
REMIC II Interest Loss Allocation
Amount
|
70
|
|
REMIC II Overcollateralized
Amount
|
70
|
|
REMIC II Overcollateralization
Target Amount
|
70
|
|
REMIC II Principal Loss Allocation
Amount
|
70
|
|
REMIC II Regular Interest
|
70
|
|
REMIC III
|
71
|
|
REMIC III Available Distribution
Amount
|
71
|
|
REMIC III Distribution
Amount
|
71
|
|
REMIC III Regular
Interests
|
79
|
|
REMIC IV
|
79
|
|
REMIC IV Available Distribution
Amount
|
79
|
|
REMIC IV Distribution
Amount
|
79
|
|
REMIC IV Regular Interest
|
79
|
|
REMIC V
|
80
|
|
REMIC V Available Distribution
Amount
|
80
|
|
REMIC V Distribution
Amount
|
80
|
|
REMIC VI
|
80
|
|
REMIC VI Available Distribution
Amount
|
80
|
|
REMIC VI Distribution
Amount
|
80
|
|
REMIC
|
80
|
|
REMIC Net WAC Rate
|
80
|
|
REMIC Provisions
|
81
|
|
REMIC Regular Interests
|
81
|
|
Remittance Report
|
81
|
|
Rents from Real Property
|
81
|
|
REO Account
|
81
|
|
REO Disposition
|
81
|
|
REO Imputed Interest
|
81
|
|
REO Principal
Amortization
|
81
|
|
REO Property
|
81
|
|
Replacement Payment
|
81
|
|
Purchase Price
|
81
|
|
Reserve Fund
|
82
|
|
Reserve Interest Rate
|
82
|
|
Residential Dwelling
|
82
|
|
Residual Certificates
|
83
|
|
Residual Interest
|
83
|
|
Residual NIM Holder
|
83
|
|
Responsible Officer
|
83
|
|
S&P
|
83
|
|
Secretary of State
|
83
|
|
Securities Act
|
83
|
|
Seller
|
83
|
|
Servicer
|
83
|
|
Servicer Prepayment Charge Payment
Amount
|
83
|
|
Servicer Remittance Date
|
83
|
|
Servicing Account
|
83
|
|
Servicing Advances
|
83
|
|
Servicing Fee
|
84
|
|
Servicing Fee Rate
|
84
|
|
Servicing Officer
|
84
|
|
Stated Principal Balance
|
84
|
|
Statutory Trust Statute
|
84
|
|
Stayed Funds
|
84
|
|
Stepdown Date
|
85
|
|
Subordinated Net WAC Rate
|
85
|
|
Sub‑Servicer
|
85
|
|
Sub‑Servicing
Account
|
85
|
|
Sub‑Servicing
Agreement
|
85
|
|
Subsequent Recoveries
|
85
|
|
Qualified Substitute Mortgage
Loan
|
85
|
|
Substitution Adjustments
|
85
|
|
Supplemental Interest
Account
|
85
|
|
Supplemental Interest
Trust
|
85
|
|
Supplemental Interest Trust
Trustee
|
85
|
|
Swap Agreement
|
85
|
|
Swap Counterparty
|
86
|
|
Swap Default
|
86
|
|
Swap Event of Default
|
86
|
|
Swap LIBOR
|
86
|
|
Swap Notional Amount
|
86
|
|
Swap Payment
|
86
|
|
Swap Rate
|
86
|
|
Swap Termination Payment
|
86
|
|
Tax Matters Person
|
86
|
|
Telerate Page 3750
|
87
|
|
Termination Event
|
87
|
|
Termination Date
|
87
|
|
Termination Payment
|
87
|
|
Termination Price
|
87
|
|
Terminator
|
87
|
|
Transfer
|
87
|
|
Transferee Affidavit and
Agreement
|
87
|
|
Transferee
|
87
|
|
Transferor
|
87
|
|
Trigger Event
|
87
|
|
Trust
|
87
|
|
Trust Fund
|
87
|
|
Trust REMIC
|
88
|
|
Trustee
|
88
|
|
Trustee Fee
|
88
|
|
Trustee Fee Rate
|
88
|
|
Uncertificated Notional
Amount
|
88
|
|
Undercollateralized
Amount
|
89
|
|
Uninsured Cause
|
90
|
|
Unpaid Interest Shortfall
Amount
|
90
|
|
U.S. Person
|
90
|
|
USD-LIBOR-BBA
|
90
|
|
Value
|
90
|
|
Voting Rights
|
90
|
|
Section
1.02
|
Accounting.
|
91
|
|
Section
1.03
|
Allocation of Certain
Interest Shortfalls.
|
91
|
|
Section
1.04
|
Rights of the NIMS
Insurer.
|
92
|
|
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
|
92
|
|
Section
2.01
|
Creation of the
Trust
|
92
|
|
Section
2.02
|
Restrictions on
Activities of the Trust
|
93
|
|
Section
2.03
|
Separateness
Requirements
|
94
|
|
Section
2.04
|
Conveyance of
Mortgage Pool Assets; Security Interest
|
96
|
|
Section
2.05
|
Delivery of Mortgage
Files
|
96
|
|
Section
2.06
|
REMIC Election for
REMIC I
|
97
|
|
Section
2.07
|
Acceptance by
Trustee
|
99
|
|
Section
2.08
|
Representation and
Warranty of the Company Concerning the Mortgage Loans
|
100
|
|
Section
2.09
|
Representations and
Warranties of the Seller Concerning the Mortgage Loans
|
103
|
|
Section
2.10
|
Additional Provisions
Relating to Repurchases of and Substitutions for Mortgage Loans by
the Company or the Seller
|
104
|
|
Section
2.11
|
Acknowledgment of
Transfer of Mortgage Pool Assets
|
105
|
|
Section
2.12
|
Conveyance of REMIC
II Assets; Security Interest
|
105
|
|
Section
2.13
|
REMIC Election for
REMIC II
|
106
|
|
Section
2.14
|
Acknowledgement of
Transfer of REMIC I Regular Interests
|
107
|
|
Section
2.15
|
Conveyance of REMIC
II Regular Interests; Security Interest
|
107
|
|
Section
2.16
|
REMIC Election for
REMIC III
|
108
|
|
Section
2.17
|
Acknowledgement of
Transfer of REMIC II Regular Interests
|
109
|
|
Section
2.18
|
Conveyance of Class
L3-C Regular Interest
|
109
|
|
Section
2.19
|
REMIC Election for
REMIC IV
|
110
|
|
Section
2.20
|
Acknowledgement of
Transfer of Class L3-C Regular Interest
|
111
|
|
Section
2.21
|
Conveyance of Class
L3-P Regular Interest.
|
111
|
|
Section
2.22
|
REMIC Election for
REMIC V
|
112
|
|
Section
2.23
|
Acknowledgement of
Transfer of Class L3-P Regular Interest
|
113
|
|
Section
2.24
|
Conveyance of Class
L3-SW Regular Interest.
|
114
|
|
Section
2.25
|
REMIC Election for
REMIC VI
|
115
|
|
Section
2.26
|
Acknowledgement of
Transfer of Class L3-SW Regular Interest
|
116
|
|
Section
2.27
|
Legal
Title
|
116
|
|
Section
2.28
|
Compliance with ERISA
Requirements
|
116
|
|
Section
2.29
|
Additional
Representation Concerning the Mortgage Loans
|
116
|
|
ARTICLE
III
|
Administration and
Servicing of the Mortgage Loans
|
117
|
|
Section
3.01
|
The
Servicer.
|
117
|
|
Section
3.02
|
Sub‑Servicing
Agreements Between the Servicer and Sub‑Servicers.
|
119
|
|
Section
3.03
|
Successor
Sub‑Servicers
|
120
|
|
Section
3.04
|
Liability of the
Servicer
|
120
|
|
Section
3.05
|
No Contractual
Relationship Between Sub‑Servicers and the NIMS Insurer, the
Trustee or Certificateholders
|
121
|
|
Section
3.06
|
Assumption or
Termination of Sub‑Servicing Agreements by Trustee
|
121
|
|
Section
3.07
|
Collection of Certain
Mortgage Loan Payments
|
121
|
|
Section
3.08
|
Sub‑Servicing
Accounts
|
122
|
|
Section
3.09
|
Collection of Taxes,
Assessments and Similar Items; Servicing Accounts
|
122
|
|
Section
3.10
|
Collection Account
and Distribution Account.
|
123
|
|
Section
3.11
|
Permitted Withdrawals
from the Collection Account and Distribution Account.
|
126
|
|
Section
3.12
|
Investment Accounts;
Eligible Investments.
|
128
|
|
Section
3.13
|
[Reserved].
|
129
|
|
Section
3.14
|
Maintenance of Hazard
Insurance and Errors and Omissions and Fidelity
Coverage.
|
129
|
|
Section
3.15
|
Enforcement of
Due‑On‑Sale Clauses; Assumption Agreements
|
130
|
|
Section
3.16
|
Realization Upon
Defaulted Mortgage Loans.
|
131
|
|
Section
3.17
|
Trustee to Cooperate;
Release of Mortgage Files.
|
134
|
|
Section
3.18
|
Servicing
Compensation
|
135
|
|
Section
3.19
|
Reports to the
Trustee; Collection Account Statements
|
136
|
|
Section
3.20
|
Reports on Assessment
of Compliance with Servicing Criteria and Servicing Compliance
Statements
|
136
|
|
Section
3.21
|
Access to Certain
Documentation and Information Regarding the Mortgage
Loans
|
137
|
|
Section
3.22
|
Reserve
Fund
|
137
|
|
Section
3.23
|
Title, Management and
Disposition of REO Property.
|
139
|
|
Section
3.24
|
Obligations of the
Servicer in Respect of Prepayment Interest Shortfalls
|
142
|
|
Section
3.25
|
Obligations of the
Servicer in Respect of Mortgage Rates and Monthly
Payments
|
142
|
|
Section
3.26
|
[Reserved].
|
142
|
|
Section
3.27
|
Swap
Agreement
|
142
|
|
Section
3.28
|
Replacement Swap
Agreement.
|
143
|
|
Section
3.29
|
Assigned Prepayment
Charges.
|
143
|
|
ARTICLE IV
|
Flow of
Funds
|
145
|
|
Section
4.01
|
Distributions to
Holders of REMIC I Regular Interests and Class R-1 Residual
Interest.
|
145
|
|
Section
4.02
|
Advances; Remittance
Reports.
|
145
|
|
Section
4.03
|
Nonrecoverable
Advances
|
147
|
|
Section
4.04
|
Distributions to
Holders of REMIC II Regular Interests and Class R-2 Residual
Interest.
|
147
|
|
Section
4.05
|
Distributions to
Holders of Certificates, REMIC III Regular Interests, and Class R-3
Interests.
|
147
|
|
Section
4.06
|
Statements.
|
152
|
|
Section
4.07
|
Compliance with
Withholding Requirements
|
156
|
|
Section
4.08
|
Commission
Reporting.
|
156
|
|
Section
4.09
|
Supplemental Interest
Trust.
|
159
|
|
Section
4.10
|
Preference
Claims
|
160
|
|
ARTICLE V
|
The
Certificates
|
160
|
|
Section
5.01
|
The
Certificates.
|
160
|
|
Section
5.02
|
Certificates Issuable
in Classes; Distributions of Principal and Interest; Authorized
Denominations
|
168
|
|
Section
5.03
|
Registration of
Transfer and Exchange of Certificates
|
168
|
|
Section
5.04
|
Mutilated, Destroyed,
Lost or Stolen Certificates
|
169
|
|
Section
5.05
|
Persons Deemed
Owners
|
169
|
|
Section
5.06
|
[Reserved.].
|
169
|
|
Section
5.07
|
Book-Entry for
Book-Entry Certificates
|
169
|
|
Section
5.08
|
Notices to Clearing
Agency
|
170
|
|
Section
5.09
|
Definitive
Certificates
|
170
|
|
Section
5.10
|
Office for Transfer
of Certificates
|
171
|
|
Section
5.11
|
Nature of
Certificates
|
171
|
|
ARTICLE VI
|
The Company and the
Servicer
|
171
|
|
Section
6.01
|
Liability of the
Company and the Servicer
|
171
|
|
Section
6.02
|
Merger or
Consolidation of the Company or the Servicer
|
172
|
|
Section
6.03
|
Limitation on
Liability of the Company, the Servicer and Others
|
172
|
|
Section
6.04
|
Neither the Company
nor the Servicer May Resign
|
172
|
|
Section
6.05
|
Trustee
Access
|
173
|
|
ARTICLE
VII
|
Default
|
173
|
|
Section
7.01
|
Events of
Default.
|
173
|
|
Section
7.02
|
Trustee to Act;
Appointment of Successor.
|
176
|
|
Section
7.03
|
Notification to
Certificateholders.
|
177
|
|
Section
7.04
|
Waiver of Servicer
Events of Default
|
178
|
|
ARTICLE
VIII
|
Concerning the
Trustees
|
178
|
|
Section
8.01
|
Duties of
Trustees.
|
178
|
|
Section
8.02
|
Certain Matters
Affecting the Trustees
|
179
|
|
Section
8.03
|
Trustees Not Liable
for Certificates or Mortgage Loans
|
180
|
|
Section
8.04
|
Trustees May Own
Certificates
|
181
|
|
Section
8.05
|
Trustees’ Fees
and Expenses
|
181
|
|
Section
8.06
|
Eligibility
Requirements for Trustees
|
181
|
|
Section
8.07
|
Resignation and
Removal of Trustees
|
182
|
|
Section
8.08
|
Successor
Trustee
|
183
|
|
Section
8.09
|
Merger or
Consolidation of Trustee
|
183
|
|
Section
8.10
|
Appointment of
Co-Trustee or Separate Trustee
|
183
|
|
Section
8.11
|
Authenticating
Agents
|
185
|
|
Section
8.12
|
Paying
Agents
|
185
|
|
Section
8.13
|
Duties of Delaware
Trustee.
|
186
|
|
Section
8.14
|
Amendment to
Certificate of Trust
|
187
|
|
Section
8.15
|
[Reserved]
|
187
|
|
Section
8.16
|
Trustees Act on
Behalf of Trust
|
187
|
|
Section
8.17
|
Limitation of
Liability
|
187
|
|
Section
8.18
|
Trustee Report on
Assessment of Compliance with Servicing Criteria
|
187
|
|
ARTICLE IX
|
Termination
|
188
|
|
Section
9.01
|
Termination Upon
Purchase by the Servicer or Liquidation of All Mortgage
Loans.
|
188
|
|
Section
9.02
|
Additional
Termination Requirements.
|
191
|
|
Section
9.03
|
Trust
Irrevocable
|
192
|
|
Section
9.04
|
Termination of the
Supplemental Interest Trust.
|
192
|
|
ARTICLE X
|
Miscellaneous
Provisions
|
192
|
|
Section
10.01
|
Amendment.
|
192
|
|
Section
10.02
|
Recordation of
Agreement
|
194
|
|
Section
10.03
|
Limitation on Rights
of Certificateholders
|
194
|
|
Section
10.04
|
Access to List of
Certificateholders
|
195
|
|
Section
10.05
|
Governing
Law
|
195
|
|
Section
10.06
|
Notices
|
195
|
|
Section
10.07
|
Compliance With
Regulation AB
|
196
|
|
Section
10.08
|
Severability of
Provisions
|
196
|
|
Section
10.09
|
Counterpart
Signatures
|
196
|
|
Section
10.10
|
Benefits of
Agreement
|
196
|
|
Section
10.11
|
Notices and Copies to
Rating Agencies.
|
196
|
|
Section
10.12
|
Covenant Not to Place
Trust Into Bankruptcy
|
197
|
|
Section
10.13
|
Covenant Not to Place
Company Into Bankruptcy
|
198
|
|
Section
10.14
|
Third-Party
Beneficiaries.
|
198
|
|
Exhibit A
|
Form of Certificates
(other than Residual Certificates)
|
|
Exhibit B
|
Form of
Certificates
|
|
Exhibit C
|
Form of Lost Note
Affidavit
|
|
Exhibit D
|
Mortgage Loan
Schedule
|
|
Exhibit E
|
Form of Swap
Agreement
|
|
Exhibit F
|
Form of Residual NIM
Holder Certificate
|
|
Exhibit G
|
Form of Mortgage Loan
Assignment Agreement
|
|
Exhibit H
|
Form of Additional
Matter Incorporated Into the Form of the Certificates
|
|
Exhibit I
|
Transferor
Certificate For Residual Certificates
|
|
Exhibit J
|
Transferee Affidavit
And Agreement For Residual Certificates
|
|
Exhibit K
|
Form 10-D, Form 8-K,
and Form 10-K Reporting Responsibility
|
|
Exhibit L
|
Form of Investment
Letter
|
|
Exhibit M
|
Form of
Trustee’s Certification Pursuant to Section 2.07
|
|
Exhibit N
|
Form of Transferor
Certificate
|
|
Exhibit O
|
Form of ERISA
Representation
|
|
Exhibit P
|
Form of Trustee
Certification
|
|
Exhibit Q
|
From of Class B
Certificate Transfer Certificate
|
|
Exhibit R
|
Form of Class B
Certificate Transfer Certificate
|
This Pooling and
Servicing Agreement, dated as of 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 acquire the REMIC I Regular Interests and the
Class R-1 Residual Interest from the Trust as consideration for its
transfer to the Trust of the Mortgage Loans and certain other
assets and will be the owner of the REMIC I Regular Interests and
the Class R-1 Residual Interest. Thereafter on the Closing
Date, the Company will acquire the REMIC II Regular Interests and
the Class R-2 Residual Interest from the Trust as consideration for
its transfer to the Trust of the REMIC I Regular Interests and will
be the owner of the REMIC II Regular Interests and the Class R-2
Residual Interest. Thereafter on the Closing Date, the
Company will acquire the Certificates (other than the Class P
Certificates and the Class C Certificates), the Class L3-C Regular
Interest, the Class L3-P Regular Interest, the Class L3-SW Regular
Interest, and the Class R-3 Residual Interest from the Trust as
consideration for its transfer to the Trust of the REMIC II Regular
Interests and will be the owner of those Certificates and Regular
and Residual Interests. Thereafter on the Closing Date, the
Company will acquire the Class C Certificates and the Class R-4
Residual Interest as consideration for its transfer to the Trust of
the Class L3-C Regular Interest and will be the owner of the Class
C Certificates and the Class R-4 Residual Interest.
Thereafter on the Closing Date, the Company will acquire the Class
P Certificates and the Class R-5 Residual Interest as consideration
for its transfer to the Trust of the Class L3-P Regular Interest
and will be the owner of the Class P Certificates and the Class R-5
Residual Interest. Thereafter on the Closing Date, the
Company will acquire the Class L6-SW Regular Interest and the Class
R-6 Residual Interest as consideration for its transfer to the
Trust of the Class L3-SW Regular Interest and will be the owner of
the Class L6-SW Regular Interest and the Class R-6 Residual
Interest. The Company has duly authorized the execution and
delivery of this Agreement to provide for (i) the conveyance to the
Trust of the Mortgage Loans and certain other assets, (ii) the
issuance to the Company of the REMIC I Regular Interests and the
Class R-1 Residual Interest representing in the aggregate the
entire beneficial interest in REMIC I, (iii) the conveyance to
the Trust of the REMIC I Regular Interests, (iv) the issuance to
the Company of the REMIC II Regular Interests and the Class R-2
Residual Interest representing in the aggregate the entire
beneficial interest in REMIC II, (v) the conveyance to the Trust of
the REMIC II Regular Interests, (vi) the issuance to the Company of
the Certificates (other than the Class C and Class P Certificates),
the Class L3-C Regular Interest, the Class L3-P Regular Interest,
the Class L3-SW Regular Interest, and the Class R-3 Residual
Interest, representing in the aggregate the entire beneficial
interest in REMIC III, (vii) the conveyance to the Trust of the
Class L3-C Regular Interest, (viii) the issuance to the Company of
the Class C Certificates and the Class R-4 Residual Interest,
representing in the aggregate the entire beneficial interest in
REMIC IV, (ix) the conveyance to the Trust of the Class L3-P
Regular Interest, (x) the issuance to the Company of the Class P
Certificates and the Class R-5 Residual Interest, representing in
the aggregate the entire beneficial interest in REMIC V,
(xi) the conveyance to the Trust of the Class L3-SW Regular
Interest, (x) the issuance to the Company of the L6-SW Regular
Interest and the Class R-6 Residual Interest, representing in the
aggregate the entire beneficial interest in REMIC VI. The
Company and the Servicer are entering into this Agreement, and the
Trustee and the Delaware Trustee are each accepting the trust
created hereby, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged.
The Certificates issued
hereunder, other than the Class B Certificates, the Class C
Certificates, the Class P Certificates and the Residual
Certificates, have been offered for sale pursuant to a Prospectus,
dated January 6, 2006, and a Prospectus Supplement, dated
September 26 , 2006, of
the Company (together, the “ Prospectus ”). The
Trust created hereunder is the “Trust” described in the
Prospectus and the Certificates are the “Certificates”
described therein. The following tables set forth the designation,
type of interest, Certificate Interest Rate or Pass-Through Rate,
initial Class Principal Balance, initial Certificate Principal
Balance and Assumed Final Maturity Date for the REMIC I Regular
Interests, the REMIC II Regular Interests, the REMIC III Regular
Interests, the Class L6-SW Regular Interest, the Certificates and
the Residual Interests:
REMIC I
Interests
Class Designation for
each Class of REMIC I Regular Interests and the Class R-1 Residual
Interest
|
|
Certificate
Interest
Rate
|
Initial Class
Principal
Balance
|
|
Assumed
Final Maturity Date(1)
|
|
Class
L1-Y-X
|
Regular
|
Variable (2)
|
$39,365,688.78
|
|
August 2036
|
|
Class
L1-Y-1A
|
Regular
|
Variable (3)
|
800,664.74
|
November 2006
|
August 2036
|
|
Class
L1-Y-1B
|
Regular
|
Variable (4)
|
800,664.74
|
|
August 2036
|
|
Class
L1-Y-2A
|
Regular
|
Variable (3)
|
897,210.54
|
December 2006
|
August 2036
|
|
Class
L1-Y-2B
|
Regular
|
Variable (4)
|
897,210.54
|
|
August 2036
|
|
Class
L1-Y-3A
|
Regular
|
Variable (3)
|
1,032,856.67
|
January 2007
|
August 2036
|
|
Class
L1-Y-3B
|
Regular
|
Variable (4)
|
1,032,856.67
|
|
August 2036
|
|
Class
L1-Y-4A
|
Regular
|
Variable (3)
|
1,166,772.13
|
February 2007
|
August 2036
|
|
Class
L1-Y-4B
|
Regular
|
Variable (4)
|
1,166,772.13
|
|
August 2036
|
|
Class
L1-Y-5A
|
Regular
|
Variable (3)
|
289,633.05
|
March 2007
|
August 2036
|
|
Class
L1-Y-5B
|
Regular
|
Variable (4)
|
289,633.05
|
|
August 2036
|
|
Class
L1-Y-6A
|
Regular
|
Variable (3)
|
451,277.94
|
April 2007
|
August 2036
|
|
Class
L1-Y-6B
|
Regular
|
Variable (4)
|
451,277.94
|
|
August 2036
|
|
Class
L1-Y-7A
|
Regular
|
Variable (3)
|
666,037.30
|
May 2007
|
August 2036
|
|
Class
L1-Y-7B
|
Regular
|
Variable (4)
|
666,037.30
|
|
August 2036
|
|
Class
L1-Y-8A
|
Regular
|
Variable (3)
|
881,328.66
|
June 2007
|
August 2036
|
|
Class
L1-Y-8B
|
Regular
|
Variable (4)
|
881,328.66
|
|
August 2036
|
|
Class
L1-Y-9A
|
Regular
|
Variable (3)
|
1,127,002.17
|
July 2007
|
August 2036
|
|
Class
L1-Y-9B
|
Regular
|
Variable (4)
|
1,127,002.17
|
|
August 2036
|
|
Class
L1-Y-10A
|
Regular
|
Variable (3)
|
2,828,830.88
|
August 2007
|
August 2036
|
|
Class
L1-Y-10B
|
Regular
|
Variable (4)
|
2,828,830.88
|
|
August 2036
|
|
Class
L1-Y-11A
|
Regular
|
Variable (3)
|
3,619,954.72
|
September 2007
|
August 2036
|
|
Class
L1-Y-11B
|
Regular
|
Variable (4)
|
3,619,954.72
|
|
August 2036
|
|
Class
L1-Y-12A
|
Regular
|
Variable (3)
|
3,414,908.08
|
October 2007
|
August 2036
|
|
Class
L1-Y-12B
|
Regular
|
Variable (4)
|
3,414,908.08
|
|
August 2036
|
|
Class
L1-Y-13A
|
Regular
|
Variable (3)
|
3,224,531.10
|
November 2007
|
August 2036
|
|
Class
L1-Y-13B
|
Regular
|
Variable (4)
|
3,224,531.10
|
|
August 2036
|
|
Class
L1-Y-14A
|
Regular
|
Variable (3)
|
2,977,374.20
|
December 2007
|
August 2036
|
|
Class
L1-Y-14B
|
Regular
|
Variable (4)
|
2,977,374.20
|
|
August 2036
|
|
Class
L1-Y-15A
|
Regular
|
Variable (3)
|
2,734,727.45
|
January 2008
|
August 2036
|
|
Class
L1-Y-15B
|
Regular
|
Variable (4)
|
2,734,727.45
|
|
August 2036
|
|
Class
L1-Y-16A
|
Regular
|
Variable (3)
|
2,572,735.12
|
February 2008
|
August 2036
|
|
Class
L1-Y-16B
|
Regular
|
Variable (4)
|
2,572,735.12
|
|
August 2036
|
|
Class
L1-Y-17A
|
Regular
|
Variable (3)
|
2,391,441.13
|
March 2008
|
August 2036
|
|
Class
L1-Y-17B
|
Regular
|
Variable (4)
|
2,391,441.13
|
|
August 2036
|
|
Class
L1-Y-18A
|
Regular
|
Variable (3)
|
2,260,413.45
|
April 2008
|
August 2036
|
|
Class
L1-Y-18B
|
Regular
|
Variable (4)
|
2,260,413.45
|
|
August 2036
|
|
Class
L1-Y-19A
|
Regular
|
Variable (3)
|
3,562,145.26
|
May 2008
|
August 2036
|
|
Class
L1-Y-19B
|
Regular
|
Variable (4)
|
3,562,145.26
|
|
August 2036
|
|
Class
L1-Y-20A
|
Regular
|
Variable (3)
|
4,830,111.23
|
June 2008
|
August 2036
|
|
Class
L1-Y-20B
|
Regular
|
Variable (4)
|
4,830,111.23
|
|
August 2036
|
|
Class
L1-Y-21A
|
Regular
|
Variable (3)
|
5,212,742.44
|
July 2008
|
August 2036
|
|
Class
L1-Y-21B
|
Regular
|
Variable (4)
|
5,212,742.44
|
|
August 2036
|
|
Class
L1-Y-22A
|
Regular
|
Variable (3)
|
7,539,293.75
|
August 2008
|
August 2036
|
|
Class
L1-Y-22B
|
Regular
|
Variable (4)
|
7,539,293.75
|
|
August 2036
|
|
Class
L1-Y-23A
|
Regular
|
Variable (3)
|
2,854,260.44
|
September 2008
|
August 2036
|
|
Class
L1-Y-23B
|
Regular
|
Variable (4)
|
2,854,260.44
|
|
August 2036
|
|
Class
L1-Y-24A
|
Regular
|
Variable (3)
|
3,069,124.84
|
October 2008
|
August 2036
|
|
Class
L1-Y-24B
|
Regular
|
Variable (4)
|
3,069,124.84
|
|
August 2036
|
|
Class
L1-Y-25A
|
Regular
|
Variable (3)
|
2,523,776.31
|
November 2008
|
August 2036
|
|
Class
L1-Y-25B
|
Regular
|
Variable (4)
|
2,523,776.31
|
|
August 2036
|
|
Class
L1-Y-26A
|
Regular
|
Variable (3)
|
1,939,123.05
|
December 2008
|
August 2036
|
|
Class
L1-Y-26B
|
Regular
|
Variable (4)
|
1,939,123.05
|
|
August 2036
|
|
Class
L1-Y-27A
|
Regular
|
Variable (3)
|
1,591,383.59
|
January 2009
|
August 2036
|
|
Class
L1-Y-27B
|
Regular
|
Variable (4)
|
1,591,383.59
|
|
August 2036
|
|
Class
L1-Y-28A
|
Regular
|
Variable (3)
|
1,365,747.61
|
February 2009
|
August 2036
|
|
Class
L1-Y-28B
|
Regular
|
Variable (4)
|
1,365,747.61
|
|
August 2036
|
|
Class
L1-Y-29A
|
Regular
|
Variable (3)
|
1,203,782.70
|
March 2009
|
August 2036
|
|
Class
L1-Y-29B
|
Regular
|
Variable (4)
|
1,203,782.70
|
|
August 2036
|
|
Class
L1-Y-30A
|
Regular
|
Variable (3)
|
1,001,039.99
|
April 2009
|
August 2036
|
|
Class
L1-Y-30B
|
Regular
|
Variable (4)
|
1,001,039.99
|
|
August 2036
|
|
Class
L1-Y-31A
|
Regular
|
Variable (3)
|
947,149.50
|
May 2009
|
August 2036
|
|
Class
L1-Y-31B
|
Regular
|
Variable (4)
|
947,149.50
|
|
August 2036
|
|
Class
L1-Y-32A
|
Regular
|
Variable (3)
|
898,676.55
|
June 2009
|
August 2036
|
|
Class
L1-Y-32B
|
Regular
|
Variable (4)
|
898,676.55
|
|
August 2036
|
|
Class
L1-Y-33A
|
Regular
|
Variable (3)
|
855,617.90
|
July 2009
|
August 2036
|
|
Class
L1-Y-33B
|
Regular
|
Variable (4)
|
855,617.90
|
|
August 2036
|
|
Class
L1-Y-34A
|
Regular
|
Variable (3)
|
1,070,770.02
|
August 2009
|
August 2036
|
|
Class
L1-Y-34B
|
Regular
|
Variable (4)
|
1,070,770.02
|
|
August 2036
|
|
Class
L1-Y-35A
|
Regular
|
Variable (3)
|
1,072,184.19
|
September 2009
|
August 2036
|
|
Class
L1-Y-35B
|
Regular
|
Variable (4)
|
1,072,184.19
|
|
August 2036
|
|
Class
L1-Y-36A
|
Regular
|
Variable (3)
|
411,552.50
|
October 2009
|
August 2036
|
|
Class
L1-Y-36B
|
Regular
|
Variable (4)
|
411,552.50
|
|
August 2036
|
|
Class
L1-Y-37A
|
Regular
|
Variable (3)
|
738,175.21
|
November 2009
|
August 2036
|
|
Class
L1-Y-37B
|
Regular
|
Variable (4)
|
738,175.21
|
|
August 2036
|
|
Class
L1-Y-38A
|
Regular
|
Variable (3)
|
822,267.35
|
December 2009
|
August 2036
|
|
Class
L1-Y-38B
|
Regular
|
Variable (4)
|
822,267.35
|
|
August 2036
|
|
Class
L1-Y-39A
|
Regular
|
Variable (3)
|
784,327.40
|
January 2010
|
August 2036
|
|
Class
L1-Y-39B
|
Regular
|
Variable (4)
|
784,327.40
|
|
August 2036
|
|
Class
L1-Y-40A
|
Regular
|
Variable (3)
|
745,942.30
|
February 2010
|
August 2036
|
|
Class
L1-Y-40B
|
Regular
|
Variable (4)
|
745,942.30
|
|
August 2036
|
|
Class
L1-Y-41A
|
Regular
|
Variable (3)
|
721,581.37
|
March 2010
|
August 2036
|
|
Class
L1-Y-41B
|
Regular
|
Variable (4)
|
721,581.37
|
|
August 2036
|
|
Class
L1-Y-42A
|
Regular
|
Variable (3)
|
658,035.97
|
April 2010
|
August 2036
|
|
Class
L1-Y-42B
|
Regular
|
Variable (4)
|
658,035.97
|
|
August 2036
|
|
Class
L1-Y-43A
|
Regular
|
Variable (3)
|
628,150.28
|
May 2010
|
|
