POOLING AND SERVICING AGREEMENT

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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

$241,332,208.52

Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-9 Trust

WaMu Asset Acceptance Corp.

Washington Mutual Mortgage Pass-Through Certificates

WMALT Series 2006-9

Cut-Off Date: October 1, 2006

	Page
ARTICLE I	8
Section 1.01  Definitions	8
Adjusted Weighted Average Pass-Through Rate	8
Aggregate Certificate Principal Balance	8
Agreement	8
Appraised Value	8
Assigned Prepayment Premiums	8
Assignment of Proprietary Lease	8
Authenticating Agent	8
Authorized Denomination	9
Balloon Loan	9
Bankruptcy Loss	9
Basic Principal Distribution Amount	9
Basis Risk Carry Forward Amount	9
Beneficial Holder	10
Benefit Plan Opinion	10
Book-Entry Certificates	10
Business Day	10
Buydown Agreement	10
Buydown Fund	10
Buydown Fund Account	10
Buydown Loan	11
Cap Counterparty	11
Cap Strike Rate	11
Carry-Forward Subsequent Recoveries Amount	11
Carryover Shortfall Amount	11
Certificate	11
Certificate Account	11
Certificateholder or Holder	11
Certificate Interest Rate	12
Certificate of Trust	12
Certificate Principal Balance	12
Certificate Register and Certificate Registrar	12
Class	12
Class A Certificates	13
Class A Principal Distribution Amount	13
Class A-L Regular Interests	13
Class A-1A Certificates	13
Class A-1A-L Regular Interest	13
Class A-1B Certificates	13
Class A-1B-L Regular Interest	13
Class A-2 Certificates	13
Class A-2-L Regular Interest	13
Class A-3 Certificates	13
Class A-3-L Regular Interest	13
Class A-4 Certificates	13
Class A-4-L Regular Interest	13
Class A-5 Certificates	14
Class A-5-L Regular Interest	14
Class A-6 Certificates	14
Class A-6-L Regular Interest	14
Class A-7 Certificates	14
Class A-7-L Regular Interest	14
Class A-8 Certificates	14
Class A-8-L Regular Interest	14
Class B-1 Certificates	14
Class B-1 Principal Distribution Amount	14
Class B-1-L Regular Interest	14
Class B-2 Certificates	14
Class B-2 Principal Distribution Amount	15
Class B-2-L Regular Interest	15
Class B-3 Certificates	15
Class B-3 Principal Distribution Amount	15
Class B-3-L Regular Interest	15
Class B-4 Principal Distribution Amount	15
Class B-4-L Regular Interest	15
Class C Certificates	16
Class C-L Regular Interest	16
Class LT Principal Reduction Amounts	16
Class LT Regular Interests	16
Class LT1 Principal Distribution Amount	16
Class LT1 Regular Interest	16
Class LT2 Principal Distribution Amount	16
Class LT2 Regular Interest	16
Class LT3 Principal Distribution Amount	16
Class LT3 Regular Interest	16
Class LT4 Principal Distribution Amount	16
Class LT4 Regular Interest	16
Class M-1 Certificates	16
Class M-1 Principal Distribution Amount	16
Class M-1-L Regular Interest	17
Class M-2 Certificates	17
Class M-2 Principal Distribution Amount	17
Class M-2-L Regular Interest	17
Class M-3 Certificates	17
Class M-3 Principal Distribution Amount	17
Class M-3-L Regular Interest	17
Class M-4 Certificates	17
Class M-4 Principal Distribution Amount	17
Class M-4-L Regular Interest	18
Class Notional Amount	18
Class PPP Certificates	18
Class PPP Notional Amount	18
Class PPP Reserve Fund	18
Class Principal Balance	18
Class R Certificates	19
Class R Residual Interests	19
Class R-1 Residual Interest	19
Class R-2 Residual Interest	19
Clean-Up Call Option Date	19
Clean-Up Call Percentage	19
Clearing Agency	19
Closing Date	19
Code	19
Commission	19
Company	20
Compensating Interest	20
Complying Insurance Company	20
Cooperative	20
Cooperative Apartment	20
Cooperative Lease	20
Cooperative Loans	20
Cooperative Stock	20
Cooperative Stock Certificate	20
Corporate Trust Office	20
Corporation	21
Corresponding Class	21
Credit Enhancement Percentage	21
Current Loan-to-Value Ratio	21
Curtailment	21
Curtailment Shortfall	22
Custodial Account for P&I	22
Custodial Agreement	22
Custodian	22
Cut-Off Date	22
Definitive Certificates	22
Delaware Trustee	22
Depositary Agreement	22
Destroyed Mortgage Note	22
Determination Date	22
Disqualified Organization	22
Distribution Date	23
DTC	23
DTC Participant	23
Due Date	23
Eligible Institution	23
Eligible Investments	23
ERISA	24
ERISA Restricted Certificate	24
Event of Default	25
Excess Liquidation Proceeds	25
Excess Subordinated Amount	25
Excess Subsequent Recoveries	25
Extra Principal Distribution Amount	25
Fannie Mae	25
FDIC	25
FHA	25
Final Maturity Date	25
Final Yield Maintenance Payment Date	25
Fitch	25
Freddie Mac	25
Indirect DTC Participants	26
Initial Custodial Agreement	26
Initial Custodian	26
Insurance Proceeds	26
Interest Distribution Amount	26
Interest Remittance Amount	26
Investment Account	26
Investment Depository	26
Junior Subordinate Certificates	27
Junior Subordinate Regular Interests	27
Last Scheduled Distribution Date	27
Lender PMI Loan	27
LIBOR	27
LIBOR Determination Date	27
Liquidated Mortgage Loan	27
Liquidation Principal	27
Liquidation Proceeds	27
Lockout Distribution Percentage	27
Lockout Priority Amount	28
Lowest Class B Owner	28
MERS	28
MERS Loan	28
MERS® System	28
MIN	28
MOM Loan	28
Monthly P&I Advance	28
Monthly Payment	28
Moody’s	28
Mortgage	28
Mortgage File	28
Mortgage Interest Rate	31
Mortgage Loan Purchase Agreement	31
Mortgage Loan Schedule	31
Mortgage Loans	32
Mortgage Note	32
Mortgage Pool	32
Mortgage Pool Assets	32
Mortgaged Property	32
Mortgagor	33
Net Monthly Excess Cashflow	33
No-Delay Accrual Period	33
Nonrecoverable Advance	33
Non-U.S. Person	33
Notice Addresses	33
OTS	33
Officer’s Certificate	34
Opinion of Counsel	34
Original Trust Agreement	34
Overcollateralization Amount	34
Overcollateralization Deficiency Amount	34
Ownership Interest	34
Pass-Through Entity	34
Pass-Through Rate	34
Paying Agent	35
Payoff	35
Payoff Earnings	35
Payoff Interest	35
Payoff Period	35
Percentage Interest	35
Permitted Transferee	36
Person	36
Plan Investor	36
Prepaid Monthly Payment	36
Prepayment Premium	36
Primary Insurance Policy	37
Principal Balance	37
Principal Payment	37
Principal Prepayment	37
Principal Remittance Amount	37
Prior Period	37
Prospectus	37
Rating Agency	38
Ratings	38
Reacquired Mortgage Loan	38
Realized Loss	38
Recognition Agreement	39
Record Date	39
Recording Documents	39
Reference Banks	39
Regular Interests	39
Regulation AB	39
Relief Act Shortfall	39
REMIC	40
REMIC Provisions	40
REMIC I	40
REMIC I Assets	40
REMIC I Available Distribution Amount	40
REMIC I Distribution Amount	41
REMIC I Principal Distribution Amount	42
REMIC I Regular Interests	42
REMIC II	42
REMIC II Assets	42
REMIC II Available Distribution Amount	42
REMIC II Distribution Amount	42
REMIC II Regular Interests	47
Repurchase Price	47
Repurchase Proceeds	47
Residual Certificates	47
Residual Distribution Amount	47
Responsible Officer	48
ROV Mortgage Loan	48
S&P	48
Secretary of State	48
Securities Act	48
Security Agreement	48
Seller	48
Senior Subordinate Certificates	48
Senior Subordinate Regular Interests	48
Servicer	48
Servicer Business Day	49
Servicing Fee	49
Servicing Fee Rate	49
Servicing Officer	49
Special Primary Insurance Policy	49
Special Primary Insurance Premium	49
Statutory Trust Statute	49
Stepdown Date	49
Streamlined Mortgage Loan	49
Subordinate Certificates	49
Subordinate Regular Interests	50
Subsequent Recoveries	50
Substitute Mortgage Loan	50
Substitution Price	50
Targeted Overcollateralization Amount	50
Tax Matters Person	50
Termination Date	51
Termination Payment	51
Transfer	51
Transferee	51
Transferee Affidavit and Agreement	51
Trigger Event	51
Trust	51
Trustee	52
Uncollected Interest	52
Uncompensated Interest Shortfall	52
Underwriter	52
Uninsured Cause	52
U.S. Person	52
VA	52
Weighted Average Pass-Through Rate	52
Withdrawal Date	53
Yield Maintenance Account	53
Yield Maintenance Agreements	53
Yield Maintenance Notional Balance	53
Yield Maintenance Payment Amount	53
ARTICLE II  Creation of the Trust; Conveyance of the Mortgage Pool Assets, REMIC I Regular Interests and REMIC II Regular Interests; REMIC Election and Designations; Original Issuance of Certificates	54
Section 2.01  Creation of the Trust	54
Section 2.02  Restrictions on Activities of the Trust	55
Section 2.03  Separateness Requirements	55
Section 2.04  Conveyance of Mortgage Pool Assets; Security Interest	57
Section 2.05  Delivery of Mortgage Files	58
Section 2.06  REMIC Election for REMIC I	59
Section 2.07  Acceptance by Trustee	60
Section 2.08  Representation and Warranty of the Company Concerning the Mortgage Loans	62
Section 2.09  Representations and Warranties of the Seller Concerning the Mortgage Loans	64
Section 2.10  Additional Provisions Relating to Repurchases of and Substitutions for Mortgage Loans by the Company or the Seller	64
Section 2.11  Acknowledgment of Transfer of Mortgage Pool Assets	65
Section 2.12  Conveyance of REMIC II Assets; Security Interest	65
Section 2.13  REMIC Election for REMIC II	66
Section 2.14  Acknowledgement of Transfer of REMIC II Assets	67
Section 2.15  Conveyance of REMIC II Regular Interests; Security Interest	68
Section 2.16  Acknowledgement of Transfer of REMIC II Regular Interests	69
Section 2.17  Legal Title	69
Section 2.18  Compliance with ERISA Requirements	69
Section 2.19  Additional Representation Concerning the Mortgage Loans	69
Section 2.20  Distributions to Certificates (other than the Class C, Class R and Class PPP Certificates) Outside of REMIC II	69
ARTICLE III  Administration and Servicing of Mortgage Loans	70
Section 3.01  The Servicer	70
Section 3.02  The Custodial Accounts for P&I and Buydown Fund Accounts	72
Section 3.03  The Investment Account; Eligible Investments	73
Section 3.04  The Certificate Account	73
Section 3.05  Permitted Withdrawals from the Certificate Account, the Investment Account, the Custodial Accounts for P&I and the Buydown Fund Accounts	75
Section 3.06  Maintenance of Primary Insurance Policies; Collections Thereunder	76
Section 3.07  Maintenance of Hazard Insurance	77
Section 3.08  Enforcement of Due-on-Sale Clauses; Assumption Agreements	77
Section 3.09  Realization Upon Defaulted Mortgage Loans	78
Section 3.10  Trustee to Cooperate; Release of Mortgage Files	80
Section 3.11  Compensation to the Servicer	81
Section 3.12  [Reserved.]	81
Section 3.13  Reports on Assessment of Compliance with Servicing Criteria and Servicing Compliance Statements	81
Section 3.14  Access to Certain Documentation and Information Regarding the Mortgage Loans	82
Section 3.15  [Reserved.]	82
Section 3.16  Yield Maintenance Account	83
Section 3.17  Maintenance of the Class PPP Reserve Fund	83
Section 3.18  [Reserved]	84
Section 3.19  Determination of LIBOR by Servicer	84
Section 3.20  Assigned Prepayment Premiums	85
ARTICLE IV  Payments to Certificateholders; Payment of Expenses	87
Section 4.01  Distributions to Holders of REMIC I Regular Interests and Class R-1 Residual Interest	87
Section 4.02  Monthly P&I Advances; Distribution Reports to the Trustee	87
Section 4.03  Nonrecoverable Advances	89
Section 4.04  Distributions to Certificateholders; Payment of Special Primary Insurance Premiums	89
Section 4.05  Statements to Certificateholders	91
ARTICLE V  The Certificates	92
Section 5.01  The Certificates	92
Section 5.02  Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized Denominations	100
Section 5.03  Registration of Transfer and Exchange of Certificates	100
Section 5.04  Mutilated, Destroyed, Lost or Stolen Certificates	101
Section 5.05  Persons Deemed Owners	101
Section 5.06  [Reserved.]	101
Section 5.07  Book-Entry for Book-Entry Certificates	101
Section 5.08  Notices to Clearing Agency	102
Section 5.09  Definitive Certificates	102
Section 5.10  Office for Transfer of Certificates	103
Section 5.11  Nature of Certificates	103
ARTICLE VI  The Company and the Servicer	104
Section 6.01  Liability of the Company and the Servicer	104
Section 6.02  Merger or Consolidation of the Company or the Servicer	104
Section 6.03  Limitation on Liability of the Company, the Servicer and Others	104
Section 6.04  Neither the Company nor the Servicer May Resign	104
Section 6.05  Trustee Access	105
ARTICLE VII  Default	105
Section 7.01  Events of Default	105
Section 7.02  Trustee to Act; Appointment of Successor	108
Section 7.03  Notification to Certificateholders	109
ARTICLE VIII  Concerning the Trustees	109
Section 8.01  Duties of Trustees	109
Section 8.02  Certain Matters Affecting the Trustees	110
Section 8.03  Trustees Not Liable for Certificates or Mortgage Loans	111
Section 8.04  Trustees May Own Certificates	112
Section 8.05  The Servicer to Pay Trustees’ Fees and Expenses	112
Section 8.06  Eligibility Requirements for Trustees	112
Section 8.07  Resignation and Removal of Trustees	113
Section 8.08  Successor Trustee	113
Section 8.09  Merger or Consolidation of Trustee	114
Section 8.10  Appointment of Co-Trustee or Separate Trustee	114
Section 8.11  Authenticating Agents	115
Section 8.12  Paying Agents	116
Section 8.13  Duties of Delaware Trustee	117
Section 8.14  Amendment to Certificate of Trust	117
Section 8.15  Yield Maintenance Agreements	117
Section 8.16  Trustees Act on Behalf of Trust	117
Section 8.17  Limitation of Liability	117
Section 8.18  Trustee Report on Assessment of Compliance with Servicing Criteria	117
ARTICLE IX  Termination	118
Section 9.01  Termination Upon Purchase by the Servicer or Liquidation of All Mortgage Loans	118
Section 9.02  Additional Termination Requirements	120
Section 9.03  Trust Irrevocable	121
ARTICLE X  Miscellaneous Provisions	121
Section 10.01  Amendment	121
Section 10.02  Recordation of Agreement	123
Section 10.03  Limitation on Rights of Certificateholders	123
Section 10.04  Access to List of Certificateholders	124
Section 10.05  Governing Law	124
Section 10.06  Notices	124
Section 10.07  Compliance With Regulation AB	125
Section 10.08  Severability of Provisions	125
Section 10.09  Counterpart Signatures	125
Section 10.10  Benefits of Agreement	125
Section 10.11  Notices and Copies to Rating Agencies	125
Section 10.12  Covenant Not to Place Trust Into Bankruptcy	126
Section 10.13  Covenant Not to Place Company Into Bankruptcy	127

 

Appendix 1	Definition of Class 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	[Reserved]
Exhibit G	[Reserved]
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)
Exhibit P	Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(h)

 

This Pooling and Servicing Agreement, dated as of October 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, the Class PPP Certificates 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, the Class PPP Certificates 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 PPP and Class R Certificates) as consideration for its transfer to the Trust of the REMIC II Regular Interests.  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, and the Class PPP Certificates, (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 and (vi) the issuance to the Company of the Certificates (other than the Class PPP and Class R 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 October 26, 2006, of the Company (together, the “ Prospectus ”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated October 30, 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 and the Class R Residual Interests:

 

REMIC I Interests

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

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.

In addition, the Trust will issue the Class R Certificates, which will represent ownership of the Class R-1 and Class R-2 Residual Interests.

In addition, the Trust will issue (i) the Certificates (other than the Class R, Class PPP and Class C Certificates), each of which Class will represent ownership of (x) the Corresponding Class of REMIC II Regular Interests, (y) the applicable rights specified in the second paragraph of Section 4.04(a) and (z) in the case of the Class A-1B and Class A-2 Certificates, the applicable rights specified in the third paragraph of Section 4.04(a), (ii) the Class C Certificates, which will represent ownership of (x) the Corresponding Class of REMIC II Regular Interests and (y) the obligations specified in the second paragraph of Section 4.04(a) and (iii) the Class PPP Certificates, which will represent ownership of the rights specified in the fourth paragraph of Section 4.04(a).

As of the Cut-Off Date, the Mortgage Loans have an aggregate Principal Balance of $241,332,108.53 and, as of the Closing Date, the Certificates have an Aggregate Certificate Principal Balance of $241,332,208.53.

W I T N E S S E T H :

WHEREAS, the Company is a corporation duly organized and existing under and by virtue of the laws of the State of Delaware and has full corporate power and authority to enter into this Agreement and to undertake the obligations undertaken by it herein;

WHEREAS, the Servicer is a federal savings association and has full power and authority to enter into this Agreement and to undertake the obligations undertaken by it herein;

WHEREAS, the Trustee is a national banking association duly organized and existing under the laws of the United States of America and has full power and authority to enter into this Agreement;

WHEREAS, the Delaware Trustee is a banking corporation duly organized and existing under the laws of the State of Delaware and has full power and authority to enter into this Agreement;

WHEREAS, prior to the execution and delivery hereof, the Company and the Delaware Trustee have entered into the Original Trust Agreement, and the Delaware Trustee has filed the Certificate of Trust;

WHEREAS, it is the intention of the Company, the Servicer, the Trustee and the Delaware Trustee that the Trust created by this Agreement 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;

WHEREAS, the Company is the owner of the Mortgage Loans identified in the Mortgage Loan Schedule hereto having unpaid Principal Balances on the Cut-Off Date as stated therein; and

WHEREAS, the Company has been duly authorized to create the Trust to (i) hold the Mortgage Loans and certain other property, (ii) issue the REMIC I Regular Interests, the Class R-1 Residual Interests and the Class PPP Certificates, (iii) hold the REMIC I Regular Interests, (iv) issue the REMIC II Regular Interests and the Class R-2 Residual Interest, (v) hold the Class REMIC II Regular Interests and (vi) issue the Certificates.

NOW, THEREFORE, in order to declare the terms and conditions upon which the REMIC I Regular Interests and the REMIC II Regular Interests, the Class R Residual Interests and the Certificates are to be issued, and in consideration of the premises and of the purchase and acceptance of the Certificates by the Holders thereof, the Company covenants and agrees with the Servicer, the Trustee and the Delaware Trustee, for the equal and proportionate benefit of the respective Holders from time to time of the REMIC I Regular Interests, the REMIC II Regular Interests and the Certificates, as applicable, as follows:

ARTICLE I

Section 1.01.        Definitions .

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

Adjusted Weighted Average Pass-Through Rate   For any Distribution Date, the product of (i) the Weighted Average Pass-Through Rate for such Distribution Date and (ii) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related No-Delay Accrual Period.

Aggregate Certificate Principal Balance : At any given time, the sum of the then current Class Principal Balances of the Certificates.

Agreement : The meaning specified in the introductory paragraph hereof.

Appraised Value :  With respect to any (i) Mortgage Loan that is not a Streamlined Mortgage Loan or ROV Mortgage Loan, the lesser of (a) the value set forth on the appraisal made in connection with the origination of such Mortgage Loan as the value of the related Mortgaged Property and (b) the purchase price paid for the Mortgaged Property, provided, however , that if such Mortgage Loan was originated in connection with the refinance of a mortgage loan, the Appraised Value shall be the value set forth on the appraisal made in connection with the origination of such Mortgage Loan as the value of the related Mortgaged Property; (ii) ROV Mortgage Loan, the lesser of (a) the value set forth on the residential appraisal review made in connection with the origination of such Mortgage Loan as the value of the related Mortgaged Property and (b) the purchase price paid for the Mortgaged Property, provided, however , that if such ROV Mortgage Loan was originated in connection with the refinance of a mortgage loan, the Appraised Value shall be the value set forth on the residential appraisal review made in connection with the origination of such ROV Mortgage Loan as the value of the related Mortgaged Property; and (iii) Streamlined Mortgage Loan, the value set forth in the appraisal made in connection with the origination of the mortgage loan being refinanced.

Assigned Prepayment Premiums :  For any Distribution Date, the sum of (a) all Prepayment Premiums collected on the Mortgage Loans during the Payoff Period, (b) all payments made by the Servicer during the Payoff Period in respect of Prepayment Premiums pursuant to Section 3.20 and (c) all payments received by the Servicer from the Seller during the Payoff Period in respect of Prepayment Premiums pursuant to Section 3.4 of the Mortgage Loan Purchase Agreement.

Assignment of Proprietary Lease : With respect to a Cooperative Loan, the assignment or mortgage of the related Cooperative Lease from the Mortgagor to the originator of the Cooperative Loan.

Authenticating Agent : Any authenticating agent appointed by the Trustee pursuant to Section 8.11.

Authorized Denomination : With respect to each Class of Certificates (other than the Class PPP and Class R Certificates), an initial Certificate Principal Balance equal to $25,000 and multiples of $1 in excess thereof, except that one Certificate of each Class of the Junior Subordinate Certificates may be issued in an amount that is not an integral multiple of $1.  With respect to the Class R Certificates, one Certificate with a Percentage Interest equal to 0.01% and one Certificate with a Percentage Interest equal to 99.99%. With respect to the Class PPP Certificates, a Class Notional Amount as of the Cut-Off Date equal to $200,000,000 and multiples of $1 in excess thereof.

Balloon Loan : Any Mortgage Loan which, by its terms, does not fully amortize the principal balance thereof by its stated maturity and thus requires a payment at the stated maturity larger than the monthly payments due thereunder.

Bankruptcy Loss : For any Distribution Date and any Mortgage Loan, (i) the amount of any permanent forgiveness of principal with respect to such Mortgage Loan by a court of competent jurisdiction in a case under the United States Bankruptcy Code as of the related Due Date, other than any such forgiveness of principal that arises out of clause (ii) of this definition of “Bankruptcy Loss,” or (ii) the amount, if any, by which the then outstanding principal balance of such Mortgage Loan exceeds any valuation, as of the related Due Date, by a court of competent jurisdiction in a case under the United States Bankruptcy Code, of the related Mortgaged Property, in each case, to the extent not previously allocated to the Certificates as a Realized Loss.

Basic Principal Distribution Amount : For any Distribution Date, the excess of (i) the Principal Remittance Amount over (ii) the Excess Subordinated Amount, if any.

Basis Risk Carry Forward Amount : For any Distribution Date and the Class A-1A, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class M-1, Class M-2, Class M-3 and Class M-4 Certificates and their Corresponding Classes, the sum of: (i) the excess, if any, of (a) the amount of interest that would have accrued on the Class Principal Balance of such Class immediately before such Distribution Date, during the Prior Period, at a Certificate Interest Rate calculated without regard to the Weighted Average Pass-Through Rate, over (b) the amount of interest that accrued on such Class Principal Balance, during such period, at a Certificate Interest Rate equal to the Weighted Average Pass-Through Rate, (ii) the portion of the amount described in clause (i) above remaining unpaid from prior Distribution Dates, and (iii) one month’s interest at the Certificate Interest Rate described in clause (i)(a) above on the amount described in clause (ii) above.

For any Distribution Date and the Class A-1B, Class A-2, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates and their Corresponding Classes, the sum of: (i) the excess, if any, of (a) the amount of interest that would have accrued on the Class Principal Balance of such Class immediately before such Distribution Date, during the No-Delay Accrual Period, at a Certificate Interest Rate calculated without regard to the Adjusted Weighted Average Pass-Through Rate, but subject to a maximum of 11.000%, over (b) the amount of interest that accrued on such Class Principal Balance, during such period, at a Certificate Interest Rate equal to the Adjusted Weighted Average Pass-Through Rate; provided, however, that, in the case of the Class A-1B and Class A-2 Certificates and their Corresponding Classes, such excess, if any, shall be reduced by any amounts received on such Distribution Date from the applicable Yield Maintenance Agreement pursuant to the third paragraph of Section 4.04(a), (ii) the portion of the amount described in clause (i) above remaining unpaid from prior Distribution Dates, and (iii) one month’s interest at the Certificate Interest Rate described in clause (i)(a) above on the amount described in clause (ii) above.

Beneficial Holder : A Person holding a beneficial interest in any Book-Entry Certificate as or through a DTC Participant or an Indirect DTC Participant or a Person holding a beneficial interest in any Definitive Certificate.

Benefit Plan Opinion : With respect to any Certificate presented for registration in the name of any Person, an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Company to the effect that the purchase or holding of such Certificate is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, and will not subject the Trust, the Trustee, the Delaware Trustee, the Servicer or the Company to any obligation or liability (including obligations or liabilities under Section 406 of 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 Trust, the Trustee, the Delaware Trustee, the Servicer or the Company.

Book-Entry Certificates : The Class A, Class PPP and Subordinate Certificates (other than the Class C Certificates), beneficial ownership and transfers of which shall be made through book entries as described in Section 5.07.

Business Day : Any day other than a Saturday, a Sunday, or a day on which banking institutions in Stockton, California, Chicago, Illinois, New York, New York, Seattle, Washington or any city in which the Corporate Trust Office is located are authorized or obligated by law or executive order to be closed.

Buydown Agreement : An agreement between a Person and a Mortgagor pursuant to which such Person has provided a Buydown Fund.

Buydown Fund : A fund provided by the originator of a Mortgage Loan or another Person with respect to a Buydown Loan which provides an amount sufficient to subsidize regularly scheduled principal and interest payments due on such Buydown Loan for a period. Buydown Funds may be (i) funded at the par values of future payment subsidies, or (ii) funded in an amount less than the par values of future payment subsidies, and determined by discounting such par values in accordance with interest accruing on such amounts, in which event they will be deposited in an account bearing interest. Buydown Funds may be held in a separate Buydown Fund Account or may be held in a Custodial Account for P&I and monitored by the Servicer.

Buydown Fund Account : A separate account created and maintained pursuant to Section 3.02 (a) with the corporate trust department of the Trustee or another financial institution selected by the Servicer, (b) within FDIC insured accounts (or other accounts with comparable insurance coverage acceptable to the Rating Agencies) created, maintained and monitored by the Servicer or (c) in a separate account in an Eligible Institution. Such account may be non-interest bearing or may bear interest. In the event that a Buydown Fund Account is established pursuant to clause (b) of the preceding sentence, amounts held in such Buydown Fund Account shall not exceed the level of deposit insurance coverage on such account; accordingly, more than one Buydown Fund Account may be established.

Buydown Loan : A Mortgage Loan for which the Mortgage Interest Rate has been subsidized through a Buydown Fund provided at the time of origination of such Mortgage Loan.

Cap Counterparty : Wachovia Bank, N.A.

Cap Strike Rate :  For any Distribution Date, the amount set forth for the Class A-1B or Class A-2 Certificates, as applicable, under the heading “Strike Rate” in Schedule 1 of the Prospectus.

Carry-Forward Subsequent Recoveries Amount : For any Distribution Date, the excess, if any, of (i) the Subsequent Recoveries for such Distribution Date over (ii) the amount by which the Class Principal Balance of the Class of Subordinate Certificates with the lowest priority is increased in respect of Subsequent Recoveries on such Distribution Date pursuant to the definition of “Class Principal Balance” herein.

Carryover Shortfall Amount : With respect to the Class A and Subordinate Certificates, the applicable Basis Risk Carry Forward Amount.

Certificate : Any one of the Certificates issued pursuant to this Agreement, executed by the Trustee on behalf of the Trust and authenticated by or on behalf of the Trustee hereunder in substantially one of the forms set forth in Exhibit A and B hereto. The additional matter appearing in Exhibit H shall be deemed incorporated into Exhibit A as though set forth at the end of such Exhibit.

Certificate Account : The separate trust account created pursuant to Section 3.04 and maintained with the Trustee, the Investment Depository or any other bank or trust company acceptable to the Rating Agencies which is incorporated under the laws of the United States or any state thereof which account shall be entitled “Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-9 Trust Certificate Account,” or any other account serving a similar function acceptable to the Rating Agencies. Funds in the Certificate Account may be invested in Eligible Investments pursuant to Section 3.04(d) and reinvestment earnings thereon shall be paid to the Servicer as additional servicing compensation. Funds deposited in the Certificate Account (exclusive of the Servicing Fee) shall be held in trust for the Certificateholders and for the uses and purposes set forth in Section 2.01, Section 3.04, Section 3.05, Section 4.01 and Section 4.04.

Certificateholder or Holder : With respect to the Certificates, the Person in whose name a Certificate is registered in the Certificate Register, except that, solely for the purposes of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Company, the Servicer or any affiliate thereof shall be deemed not to be outstanding and the Percentage Interest evidenced thereby shall not be taken into account in determining whether the requisite percentage of Percentage Interests necessary to effect any such consent has been obtained; provided , that the Trustee may conclusively rely upon an Officer’s Certificate to determine whether any Person is an affiliate of the Company or the Servicer.  With respect to the REMIC I Regular Interests, the owner of the REMIC I Regular Interests, which as of the Closing Date shall be the Trust. With respect to each Class of REMIC II Regular Interests, the Holder of the Corresponding Class of Certificates.

Certificate Interest Rate : For each Class of REMIC I and REMIC II Regular Interests and the Class R-1 Residual Interest, the per annum rate set forth as the Certificate Interest Rate for such Class in the Preliminary Statement hereto.

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 Principal Balance : For each Certificate of any Class, the portion of the related Class Principal Balance, if any, represented by such Certificate.

Certificate Register and Certificate Registrar : The register maintained and the registrar appointed, respectively, pursuant to Section 5.03.

Class : All REMIC I Regular Interests or the Class R-1 Residual Interest having the same priority and rights to payments on the Mortgage Loans from the REMIC I Available Distribution Amount and all REMIC II Regular Interests or the Class R-2 Residual Interest having the same priority and rights to payments on the REMIC I Regular Interests from the REMIC II Available Distribution Amount, which REMIC I Regular Interests, REMIC II Regular Interests, Class R Residual Interests and Class PPP Certificates shall be designated as a separate Class, and which, in the case of the Certificates (including the Class R Certificates representing ownership of the Class R Residual Interests), shall be set forth in the applicable forms of Certificates attached hereto as Exhibits A and B. Each Class of REMIC I Regular Interests and the Class R-1 Residual Interest shall be entitled to receive the amounts allocated to such Class pursuant to the definition of “REMIC I Distribution Amount” only to the extent of the REMIC I Available Distribution Amount for such Distribution Date remaining after distributions in accordance with prior clauses of the definition of “REMIC I Distribution Amount,” and each Class of REMIC II Regular Interests and the Class R-2 Residual Interest shall be entitled to receive the amounts allocated to such Class pursuant to the definition of “REMIC II Distribution Amount” only to the extent of the REMIC II Available Distribution Amount for such Distribution Date remaining after distributions in accordance with prior clauses of the definition of “REMIC II Distribution Amount.”

In addition to their rights to receive payments from the REMIC II Available Distribution Amount on their Corresponding Class of REMIC II Regular Interests, (i) the Certificates (other than the Class C, Class R and Class PPP Certificates) shall be entitled to receive payments, if any, as specified in the second paragraph of Section 4.04(a), (ii) the Class A-1B Certificates shall be entitled to receive payments, if any, as specified in the third paragraph of Section 4.04(a) and (iii) the Class A-2 Certificates shall be entitled to receive payments, if any, as specified in the third paragraph of Section 4.04(a). Notwithstanding the right of the Class  C Certificates to receive payments from the REMIC II Available Distribution Amount on their Corresponding Class of REMIC II Regular Interests, the amount of such payments may be reduced as specified in the second paragraph of Section 4.04(a).

Class A Certificates : The Class A-1A, Class A-1B, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7 and Class A-8 Certificates.

Class A Principal Distribution Amount : For any Distribution Date, the excess of (x) the aggregate Class Principal Balance of the Class A Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 85.5% and (ii) the aggregate Principal Balance of the Mortgage Loans on such Distribution Date and (B) the excess, if any, of the aggregate Principal Balance of the Mortgage Loans on such Distribution Date over 0.35% of the aggregate principal balance of the Mortgage Loans as of the Cut-Off Date.

Class A-L Regular Interests :  The Class A-1A-L, Class A-1B-L, Class A-2-L, Class A-3-L, Class A-4-L, Class A-5-L, Class A-6-L, Class A-7-L and Class A-8-L Regular Interests.

Class A-1A Certificates : The Certificates designated as “Class A-1A” on the face thereof in substantially the form attached hereto as Exhibit A.

Class A-1A-L Regular Interest :  The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

Class A-1B Certificates : The Certificates designated as “Class A-1B” on the face thereof in substantially the form attached hereto as Exhibit A.

Class A-1B-L Regular Interest :  The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

Class A-2 Certificates : The Certificates designated as “Class A-2” on the face thereof in substantially the form attached hereto as Exhibit A.

Class A-2-L Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

Class A-3 Certificates : The Certificates designated as “Class A-3” on the face thereof in substantially the form attached hereto as Exhibit A.

Class A-3-L Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

Class A-4 Certificates : The Certificates designated as “Class A-4” on the face thereof in substantially the form attached hereto as Exhibit A.

Class A-4-L Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

Class A-5 Certificates : The Certificates designated as “Class A-5” on the face thereof in substantially the form attached hereto as Exhibit A.

Class A-5-L Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

Class A-6 Certificates : The Certificates designated as “Class A-6” on the face thereof in substantially the form attached hereto as Exhibit A.

Class A-6-L Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

Class A-7 Certificates : The Certificates designated as “Class A-7” on the face thereof in substantially the form attached hereto as Exhibit A.

Class A-7-L Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

Class A-8 Certificates : The Certificates designated as “Class A-8” on the face thereof in substantially the form attached hereto as Exhibit A.

Class A-8-L Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

Class B-1 Certificates :  The Certificates designated as “Class B-1” on the face thereof in substantially the form attached hereto as Exhibit A.

Class B-1 Principal Distribution Amount : For any Distribution Date, the excess of (x) the sum of (A) the aggregate Class Principal Balance of the Class A, Class M-1, Class M-2, Class M-3 and Class M-4 Certificates (after taking into account any payment of the Class A, Class M-1, Class M-2, Class M-3 and Class M-4 Principal Distribution Amounts on such Distribution Date) and (B) the Class B-1 Principal Balance immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 95.0% and (ii) the aggregate Principal Balance of the Mortgage Loans on such Distribution Date and (B) the excess, if any, of the aggregate Principal Balance of the Mortgage Loans on such Distribution Date over 0.35% of the aggregate principal balance of the Mortgage Loans as of the Cut-Off Date.

Class B-1-L Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

Class B-2 Certificates :  The Certificates designated as “Class B-2” on the face thereof in substantially the form attached hereto as Exhibit A.

Class B-2 Principal Distribution Amount : For any Distribution Date, the excess of (x) the sum of (A) the aggregate Class Principal Balance of the Class A, Class M-1, Class M-2, Class M-3, Class M-4 and Class B-1 Certificates (after taking into account any payment of the Class A, Class M-1, Class M-2, Class M-3, Class M-4 and Class B-1 Principal Distribution Amounts on such Distribution Date) and (B) the Class B-2 Principal Balance immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 96.0% and (ii) the aggregate Principal Balance of the Mortgage Loans on such Distribution Date and (B) the excess, if any, of the aggregate Principal Balance of the Mortgage Loans on such Distribution Date over 0.35% of the aggregate principal balance of the Mortgage Loans as of the Cut-Off Date.

Class B-2-L Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

Class B-3 Certificates :  The Certificates designated as “Class B-3” on the face thereof in substantially the form attached hereto as Exhibit A.

Class B-3 Principal Distribution Amount : For any Distribution Date, the excess of (x) the sum of (A) the aggregate Class Principal Balance of the Class A, Class M-1, Class M-2, Class M-3, Class M-4, Class B-1 and Class B-2 Certificates (after taking into account any payment of the Class A, Class M-1, Class M-2, Class M-3, Class M-4, Class B-1 and Class B-2 Principal Distribution Amounts on such Distribution Date) and (B) the Class B-3 Principal Balance immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 97.0% and (ii) the aggregate Principal Balance of the Mortgage Loans on such Distribution Date and (B) the excess, if any, of the aggregate Principal Balance of the Mortgage Loans on such Distribution Date over 0.35% of the aggregate principal balance of the Mortgage Loans as of the Cut-Off Date.

Class B-3-L Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

Class B-4 Principal Distribution Amount : For any Distribution Date, the excess of (x) the sum of (A) the aggregate Class Principal Balance of the Class A, Class M-1, Class M-2, Class M-3, Class M-4, Class B-1 and Class B-2 Certificates (after taking into account any payment of the Class A, Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2 and Class B-3 Principal Distribution Amounts on such Distribution Date) and (B) the Class B-4 Principal Balance immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 98.0% and (ii) the aggregate Principal Balance of the Mortgage Loans on such Distribution Date and (B) the excess, if any, of the aggregate Principal Balance of the Mortgage Loans on such Distribution Date over 0.35% of the aggregate principal balance of the Mortgage Loans as of the Cut-Off Date.

Class B-4-L Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

Class C Certificates : The Certificates designated as “Class C” on the face thereof in substantially the form attached hereto as Exhibit A.

Class C-L Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

Class LT Principal Reduction Amounts:  For any Distribution Date, the amounts by which the Class Principal Balances of the Class LT1, Class LT2, Class LT3 and Class LT4 Regular Interests, respectively, will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as described in Appendix 1.

Class LT Regular Interests : The Class LT1, Class LT2, Class LT3 and Class LT4 Regular Interests.

Class LT1 Principal Distribution Amount:  For any Distribution Date, the excess, if any, of the Class LT1 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class LT1 Regular Interest on such Distribution Date.

Class LT1 Regular Interest : The uncertificated undivided beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.

Class LT2 Principal Distribution Amount:  For any Distribution Date, the excess, if any, of the Class LT2 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class LT2 Regular Interest on such Distribution Date.

Class LT2 Regular Interest : The uncertificated undivided beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.

Class LT3 Principal Distribution Amount:  For any Distribution Date, the excess, if any, of the Class LT3 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class LT3 Regular Interest on such Distribution Date.

Class LT3 Regular Interest : The uncertificated undivided beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.

Class LT4 Principal Distribution Amount:  For any Distribution Date, the excess, if any, of the Class LT4 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class LT4 Regular Interest on such Distribution Date.

Class LT4 Regular Interest : The uncertificated undivided beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.

Class M-1 Certificates :  The Certificates designated as “Class M-1” on the face thereof in substantially the form attached hereto as Exhibit A.

Class M-1 Principal Distribution Amount : For any Distribution Date, the excess of (x) the sum of (A) the aggregate Class Principal Balance of the Class A Certificates (after taking into account any payment of the Class A Principal Distribution Amount on such Distribution Date) and (B) the Class M-1 Principal Balance immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 90.2% and (ii) the aggregate Principal Balance of the Mortgage Loans on such Distribution Date and (B) the excess, if any, of the aggregate Principal Balance of the Mortgage Loans on such Distribution Date over 0.35% of the aggregate principal balance of the Mortgage Loans as of the Cut-Off Date.

Class M-1-L Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

Class M-2 Certificates :  The Certificates designated as “Class M-2” on the face thereof in substantially the form attached hereto as Exhibit A.

Class M-2 Principal Distribution Amount : For any Distribution Date, the excess of (x) the sum of (A) the aggregate Class Principal Balance of the Class A and Class M-1 Certificates (after taking into account any payment of the Class A and Class M-1 Principal Distribution Amounts on such Distribution Date) and (B) the Class M-2 Principal Balance immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 92.0% and (ii) the aggregate Principal Balance of the Mortgage Loans on such Distribution Date and (B) the excess, if any, of the aggregate Principal Balance of the Mortgage Loans on such Distribution Date over 0.35% of the aggregate principal balance of the Mortgage Loans as of the Cut-Off Date.

Class M-2-L Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

Class M-3 Certificates :  The Certificates designated as “Class M-3” on the face thereof in substantially the form attached hereto as Exhibit A.

Class M-3 Principal Distribution Amount : For any Distribution Date, the excess of (x) the sum of (A) the aggregate Class Principal Balance of the Class A, Class M-1 and Class M-2 Certificates (after taking into account any payment of the Class A, Class M-1 and Class M-2 Principal Distribution Amounts on such Distribution Date) and (B) the Class M-3 Principal Balance immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 93.0% and (ii) the aggregate Principal Balance of the Mortgage Loans on such Distribution Date and (B) the excess, if any, of the aggregate Principal Balance of the Mortgage Loans on such Distribution Date over 0.35% of the aggregate principal balance of the Mortgage Loans as of the Cut-Off Date.

Class M-3-L Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

Class M-4 Certificates :  The Certificates designated as “Class M-4” on the face thereof in substantially the form attached hereto as Exhibit A.

Class M-4 Principal Distribution Amount : For any Distribution Date, the excess of (x) the sum of (A) the aggregate Class Principal Balance of the Class A, Class M-1, Class M-2 and Class M-3 Certificates (after taking into account any payment of the Class A, Class M-1, Class M-2 and Class M-3 Principal Distribution Amounts on such Distribution Date) and (B) the Class M-4 Principal Balance immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 94.0% and (ii) the aggregate Principal Balance of the Mortgage Loans on such Distribution Date and (B) the excess, if any, of the aggregate Principal Balance of the Mortgage Loans on such Distribution Date over 0.35% of the aggregate principal balance of the Mortgage Loans as of the Cut-Off Date.

Class M-4-L Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

Class Notional Amount :  With respect to the Class PPP Certificates, the Class PPP Notional Amount.

Class PPP Certificates :  The Certificates designated as “Class PPP” on the face thereof in substantially the form attached hereto as Exhibit A.

Class PPP Notional Amount :  The aggregate principal balance of the Mortgage Loans as of the Cut-Off Date (after giving effect to payments due on the Mortgage Loans on such date).

Class PPP Reserve Fund : The separate trust account maintained and held by the Trustee pursuant to Section 3.17, which account shall bear a designation clearly indicating that the funds deposited therein are held in trust solely for the benefit of the Trust on behalf of the Class PPP Certificateholders, or any other account serving a similar function acceptable to the Rating Agencies, and which account provides that the Trustee may make, or cause to be made, withdrawals therefrom in accordance with Section 3.17.

Class Principal Balance : For any Class of REMIC I or REMIC II Regular Interests (other than the Class C-L Regular Interest) and for the Class R-1 Residual Interest, the applicable initial Class Principal Balance therefor set forth in the Preliminary Statement hereto (or, in the case of the Class R Certificates, the Class Principal Balance of the Class R-1 Residual Interest), corresponding to the rights of such Class in payments of principal due to be passed through to the Holders of such Class from principal payments on the Mortgage Loans or the REMIC I Regular Interests, as applicable, as reduced from time to time by (x) distributions of principal to the Holders of such Class and (y) the portion of Realized Losses allocated to the Class Principal Balance of such Class pursuant to the definition of “Realized Loss” with respect to a given Distribution Date. For any Distribution Date, the reduction of the Class Principal Balance of any Class of REMIC I or REMIC II Regular Interests pursuant to the definition of “Realized Loss” shall be deemed effective after the determination and distribution of principal on such Class pursuant to the definitions of “REMIC I Distribution Amount” and “REMIC II Distribution Amount.”

Notwithstanding the foregoing, (A) any amounts distributed in respect of Realized Losses pursuant to paragraph (d)(x) of the definition of “REMIC II Distribution Amount” shall not cause a reduction in the Class Principal Balances of the REMIC II Regular Interests or their Corresponding Classes and (B) any amounts distributed in respect of Realized Losses pursuant to clause (v) of the definition of “REMIC I Distribution Amount” shall not cause a reduction in the Class Principal Balances of the REMIC I Regular Interests.

In addition to the foregoing, on each Distribution Date, the Class Principal Balance of the Class of Subordinate Certificates (other than the Class C Certificates) with the lowest priority then outstanding (and its Corresponding Class of REMIC II Regular Interests) shall be increased by an amount equal to the lesser of (i) the Subsequent Recoveries for such Distribution Date and (ii) the amount of Realized Losses allocated to such Class on previous Distribution Dates (the amount in this clause (ii) reduced by the amount, if any, by which such Class Principal Balance has been increased on prior Distribution Dates pursuant to this paragraph).

The Class Principal Balance for the Class A-1A Certificates shall be referred to as the “Class A-1A Principal Balance,” the Class Principal Balance for the Class A-1B Certificates shall be referred to as the “Class A-1B Principal Balance” and so on.

Class R Certificates : The Certificates designated as “Class R” on the face thereof in substantially the form attached hereto as Exhibit B, representing ownership of the Class R-1 and Class R-2 Residual Interests, each of which Class of Residual Interests has been designated as the sole class of “residual interest” in REMIC I and REMIC II, respectively, pursuant to Section 2.06 or Section 2.13, as applicable, for purposes of Section 860G(a)(2) of the Code.

Class R Residual Interests : The Class R-1 and Class R-2 Residual Interests (which shall be transferable only as a unit evidenced by the Class R Certificates, in accordance with the applicable provisions of Section 5.01).

Class R-1 Residual Interest : The uncertificated undivided beneficial interest in REMIC I which has been designated as the single class of “residual interest” in REMIC I pursuant to Section 2.06.

Class R-2 Residual Interest : The uncertificated undivided beneficial interest in REMIC II which has been designated as the single class of “residual interest” in REMIC II pursuant to Section 2.06.

Clean-Up Call Option Date :  The date on which the aggregate principal balance of the Mortgage Loans has been reduced to less than the Clean-Up Call Percentage of that balance as of the Cut-Off Date.

Clean-Up Call Percentage : 10%.

Clearing Agency : An organization registered as a “clearing agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as amended, which initially shall be DTC.

Closing Date : October 30, 2006.

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

Commission : The Securities and Exchange Commission.

Company : The meaning specified in the introductory paragraph hereof.

Compensating Interest : For any Distribution Date, the least of (i) the sum of (a) 1/12 of 0.050% of the aggregate Principal Balance of the Mortgage Loans immediately before such Distribution Date, (b) the aggregate Payoff Earnings with respect to the Mortgage Loans for such Distribution Date and (c) the aggregate Payoff Interest with respect to the Mortgage Loans for such Distribution Date, (ii) the aggregate Uncollected Interest with respect to the Mortgage Loans for such Distribution Date and (iii) 1/12 of 0.125% of the aggregate Principal Balance of such Mortgage Loans immediately before such Distribution Date.

Complying Insurance Company : With respect to a transfer of a Certificate, a transferee that satisfies the following conditions: (i) such transferee is an insurance company, (ii) the source of funds used by it to acquire or hold such Certificate is an “insurance company general account” (within the meaning of Department of Labor Prohibited Transaction Class Exemption (“ PTCE ”) 95-60) and (iii) the conditions in Sections I and III of PTCE 95-60 have been satisfied.

Cooperative : A private, cooperative housing corporation which owns or leases land and all or part of a building or buildings, including apartments, spaces used for commercial purposes and common areas therein and whose board of directors authorizes, among other things, the sale of Cooperative Stock.

Cooperative Apartment : A dwelling unit in a multi-dwelling building owned or leased by a Cooperative, which unit the Mortgagor has an exclusive right to occupy pursuant to the terms of a proprietary lease or occupancy agreement.

Cooperative Lease : With respect to a Cooperative Loan, the proprietary lease or occupancy agreement with respect to the Cooperative Apartment occupied by the Mortgagor and relating to the related Cooperative Stock, which lease or agreement confers an exclusive right to the holder of such Cooperative Stock to occupy such apartment.

Cooperative Loans :  Any of the Mortgage Loans made in respect of a Cooperative Apartment, evidenced by a Mortgage Note and secured by the related Cooperative Stock and the related Cooperative Lease, together with (i) the related Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) the related assignment or mortgage of the Cooperative Lease, (iv) the related financing statements, (v) the related stock power or other similar instrument and (vi) the related Recognition Agreement

Cooperative Stock :  With respect to a Cooperative Loan, the stock, partnership interest or other ownership instrument in the related Cooperative.

Cooperative Stock Certificate :  With respect to a Cooperative Loan, the stock certificate or other instrument evidencing the related Cooperative Stock.

Corporate Trust Office : The corporate trust office of the Trustee, at which at any particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement is located at 135 South LaSalle Street, Suite 1511, Chicago, Illinois, 60603, Attention: Global Securities and Trust Services – WMALT Series 2006-9.

Corporation : Any Person (other than an individual, partnership, joint venture or unincorporated organization) incorporated, associated, organized, chartered or existing under the laws of any state or under the federal laws of the United States of America; provided , that such Person have indefinite existence under the law of its domicile.

Corresponding Class :  With respect to the Certificates and the REMIC II Regular Interests, the “Corresponding Class” shall be as indicated in the following table:

 

Credit Enhancement Percentage : For any Distribution Date, (i) the sum of (a) the aggregate Class Principal Balance of the Subordinate Certificates (other than the Class C Certificates) immediately before such Distribution Date and (b) the Overcollateralization Amount for such Distribution Date, such Overcollateralization Amount calculated for this purpose after giving effect to the reduction on such Distribution Date of the aggregate Class Principal Balance of the Certificates (other than the Class C Certificates) resulting from the payment of the Basic Principal Distribution Amount on such Distribution Date, and after giving effect to the reduction of the principal balances of the Mortgage Loans as a result of Realized Losses incurred in the prior calendar month, but prior to giving effect to the allocation of any Realized Losses to the Certificates on such Distribution Date, divided by (ii) the aggregate Principal Balance of the Mortgage Loans on such Distribution Date.

Current Loan-to-Value Ratio : The Principal Balance of a Mortgage Loan as of the applicable date of substitution divided by the Appraised Value.

Curtailment : Any payment of principal on a Mortgage Loan, made by or on behalf of the related Mortgagor, other than a Monthly Payment, a Prepaid Monthly Payment or a Payoff, which is applied to reduce the outstanding principal balance of the Mortgage Loan. (Prepayment penalties are not payments of principal and hence Curtailments do not include prepayment penalties.)

Curtailment Shortfall : For any Distribution Date and for any Curtailment received in the Prior Period, an amount equal to one month’s interest on such Curtailment at the Pass-Through Rate for the applicable Mortgage Loan.

Custodial Account for P&I : A custodial account for principal and interest established and maintained by the Servicer pursuant to Section 3.02 either (a) with the corporate trust department of the Trustee or another financial institution selected by the Servicer such that the rights of the Servicer, the Trustee, the Trust, the Delaware Trustee and the Certificateholders thereto shall be fully protected against the claims of any creditors or depositors of the institution in which such account is maintained, (b) within FDIC insured accounts (or other accounts with comparable insurance coverage acceptable to the Rating Agencies) created, maintained and monitored by the Servicer or (c) as a separate account at an Eligible Institution. In the event that a Custodial Account for P&I is established pursuant to clause (b) of the preceding sentence, amounts held in such Custodial Account for P&I shall not exceed the level of deposit insurance coverage on such account; accordingly, more than one Custodial Account for P&I may be established. In the event that a Custodial Account for P&I is established pursuant to clause (c) it shall be entitled "[Name of Servicer] in trust for holders of Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2006-9."

Custodial Agreement : The agreement, if any, between the Trustee and a Custodian (or the Trustee, a Custodian and the Servicer) providing for the safekeeping of the Mortgage Files on behalf of the Trust.

Custodian : The Initial Custodian and any other custodian which is appointed by the Trustee with the consent of the Servicer, as provided in Article II hereof, pursuant to a Custodial Agreement. Any Custodian so appointed shall act as agent on behalf of the Trustee.  The reasonable fees and expenses of the Custodian shall be paid by the Servicer.

Cut-Off Date : October 1, 2006.

Definitive Certificates : Certificates in definitive, fully registered and certificated form.

Delaware Trustee : Christiana Bank & Trust Company, or its successor-in-interest as provided in Section 8.09, or any successor trustee appointed as herein provided.

Depositary Agreement : The Letter of Representations, dated October 27, 2006 by and among DTC, the Trust and the Trustee. The Trustee is authorized to enter into the Depositary Agreement on behalf of the Trust.

Destroyed Mortgage Note : A Mortgage Note the original of which (or a portion of the original of which) was permanently lost or destroyed and has not been replaced.

Determination Date : A day not earlier than the 14th day and not later than the 18th day of the calendar month of the related Distribution Date, as determined by the Servicer.

Disqualified Organization :  Any Person which is not a Permitted Transferee, but does not include any Pass-Through Entity which owns or holds a Residual Certificate and of which a Disqualified Organization, directly or indirectly, may be a stockholder, partner or beneficiary.

Distribution Date : With respect to distributions on the REMIC I and REMIC II Regular Interests and the Certificates, the 25th day (or, if such 25th day is not a Business Day, the Business Day immediately succeeding such 25th day) of each month, with the first such date being November 27, 2006.  The “related Due Date” for any Distribution Date is the Due Date immediately preceding such Distribution Date.

DTC : The Depository Trust Company.

DTC Participant : A Person for whom DTC effects book-entry transfers and pledges of securities deposited with DTC.

Due Date : The day on which the Monthly Payment for each Mortgage Loan is due.

Eligible Institution : An institution having (i) the highest short-term debt rating, and one of the two highest long-term debt ratings, of the Rating Agencies, (ii) with respect to any Custodial Account for P&I, an unsecured long-term debt rating of at least one of the two highest unsecured long-term debt ratings of the Rating Agencies, (iii) with respect to any Buydown Fund Account or Custodial Account which also serves as a Buydown Fund Account, the highest unsecured long-term debt rating by the Rating Agencies, or (iv) the approval of the Rating Agencies. Notwithstanding the foregoing, Washington Mutual Bank shall be an “Eligible Institution” if the following conditions are satisfied: (i) Washington Mutual Bank is acting as Servicer, (ii) if S&P is a Rating Agency as defined herein, the long-term unsecured debt obligations of Washington Mutual Bank are rated no lower than “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, (iii) if Fitch is a Rating Ag