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

$523,926,959.86

Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-8 Trust

WaMu Asset Acceptance Corp.

Washington Mutual Mortgage Pass-Through Certificates

WMALT Series 2006-8

Cut-Off Date: September 1, 2006

 

 

  TABLE OF CONTENTS

 

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, 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 September 26, 2006, of the Company (together, the “ Prospectus ”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated September 28, 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-1 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 $523,926,859.86 and, as of the Closing Date, the Certificates have an Aggregate Certificate Principal Balance of $523,926,959.86.

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-2, Class A-3A, Class A-3B, Class A-3C, Class A-4, Class A-5, Class A-6, 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-1, Class B-1, Class B-2 and Class B-3 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-1 Certificates and their Corresponding Class, such excess, if any, shall be reduced by any amounts received on such Distribution Date from the 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 approved 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 non-trust 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-1 Certificates 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 2006-8 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) and (ii) the Class A-1 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-1, Class A-2, Class A-3A, Class A-3B, Class A-3C, Class A-4, Class A-5 and Class A-6 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) 88.7% 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-1-L, Class A-2-L, Class A-3A-L, Class A-3B-L, Class A-3C-L, Class A-4-L, Class A-5-L and Class A-6-L Regular Interests.

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

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

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

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

Class A-3C-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 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) 96.3% 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) 97.3% 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) 98.3% 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 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) 92.3% 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) 93.3% 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) 94.3% 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) 95.3% 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)(ix) 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-1 Certificates shall be referred to as the “Class A-1 Principal Balance,” the Class Principal Balance for the Class A-2 Certificates shall be referred to as the “ Class A-2 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 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 : September 28, 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 2006-8.

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) and (b) the Overcollateralization Amount, divided by (ii) the aggregate Principal Balance of the Mortgage Loans, in each case immediately before 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 approved 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 2006-8."

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 : September 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 September 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 October 25, 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 Agency as defined herein, the long-term unsecured debt obligations of Washington Mutual Bank are rated no lower than “A” by Fitch and the short-term unsecured debt obligations of Washington Mutual Bank are rated no lower than “F1” by Fitch and (iv) if Moody’s is a Rating Agency as defined herein, the long-term unsecured debt obligations of Washington Mutual Bank are rated no lower than “A2” by Moody’s and the short-term unsecured debt obligations of Washington Mutual Bank are rated no lower than “P-1” by Moody’s; provided, that if the long-term or short-term unsecured debt obligations of Washington Mutual Bank are downgraded by any of the Rating Agencies to a rating lower than the applicable rating specified in this sentence, Washington Mutual Bank shall cease to be an “Eligible Institution” ten Business Days after it receives notification of such downgrade.

Eligible Investments : The investment property or other property listed below:

(i)                  Obligations of, or guaranteed as to principal and interest by, the United States or any agency or instrumentality thereof when such obligations are backed by the full faith and credit of the United States;

(ii)                Repurchase agreements on obligations described in clause (i) of this definition of “Eligible Investments,” provided that the unsecured obligations of the party (including the institution acting as Trustee) agreeing to repurchase such obligations have at the time one of the two highest short term debt ratings  of the Rating Agencies and provided that such repurchaser’s unsecured long term debt has one of the two highest unsecured long term debt ratings of the Rating Agencies;

(iii)               Federal funds, certificates of deposit, time deposits and bankers’ acceptances of the institution acting as Trustee or any bank or trust company incorporated under the laws of the United States or any state, provided that the debt obligations of such bank or trust company (or, in the case of the principal bank in a bank holding company system, debt obligations of the bank holding company) at the date of acquisition thereof have one of the two highest short term debt ratings of the Rating Agencies and unsecured long term debt has one of the two highest unsecured long term debt ratings of the Rating Agencies;

(iv)              Obligations of, or obligations guaranteed by, any state of the United States or the District of Columbia, provided that such obligations at the date of acquisition thereof shall have the highest long-term debt ratings available for such securities from the Rating Agencies;

(v)                Commercial paper of any corporation incorporated under the laws of the United States or any state thereof, which on the date of acquisition has the highest commercial paper rating of the Rating Agencies, provided that the corporation has unsecured long term debt that has one of the two highest unsecured long term debt ratings of the Rating Agencies;

(vi)              Securities (other than stripped bonds or stripped coupons) bearing interest or sold at a discount that are issued by any corporation incorporated under the laws of the United States or any state thereof and have the highest long-term unsecured rating available for such securities from the Rating Agencies; provided, however, that securities issued by any such corporation will not be Eligible Investments to the extent that investment therein would cause the outstanding principal amount of securities issued by such corporation that are then held as part of the Investment Account or the Certificate Account to exceed 20% of the aggregate principal amount of all Eligible Investments then held in the Investment Account and the Certificate Account; and

(vii)             Units of taxable money market funds (which may be 12b-1 funds, as contemplated under the rules promulgated by the Commission under the Investment Company Act of 1940), which funds have the highest rating available for such securities from the Rating Agencies or which have been designated in writing by the Rating Agencies as Eligible Investments;

provided, however , that such investment property or other property is held for a temporary period pursuant to Section 1.860G-2(g)(1) of the Treasury Regulations, and that such period can in no event exceed thirteen months.

In no event shall an instrument or security be an Eligible Investment if such instrument or security (a) evidences a right to receive only interest payments with respect to the obligations underlying such instrument or (b) has been purchased at a price greater than the outstanding principal balance of such instrument.

ERISA : The Employee Retirement Income Security Act of 1974, as amended.

ERISA Restricted Certificate : Any Senior Subordinate Certificate.

Event of Default : The meaning specified in Section 7.01.

Excess Liquidation Proceeds : With respect to any Distribution Date, the sum of (i) the excess, if any, of aggregate Liquidation Proceeds and Insurance Proceeds received with respect to the Mortgage Loans during the Prior Period over the amount that would have been received if Payoffs had been made with respect to the Mortgage Loans during such Prior Period and (ii) any Excess Subsequent Recoveries for such Distribution Date.

Excess Subordinated Amount : For any Distribution Date, the excess, if any, of (i) the Overcollateralization Amount over (ii) the Targeted Overcollateralization Amount for such Distribution Date, in each case 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) that would result if 100% of the Principal Remittance Amount were applied as a principal payment on such Distribution Date to the Certificates (other than the Class C Certificates), 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.

Excess Subsequent Recoveries : For any Distribution Date, the excess, if any, of (i) amounts received by the Servicer during the Prior Period in connection with the liquidation of defaulted Mortgage Loans after such Mortgage Loans became Liquidated Mortgage Loans over (ii) the Subsequent Recoveries for such Distribution Date.

Extra Principal Distribution Amount : For any Distribution Date, the lesser of (i) the excess of (x) the Interest Remittance Amount over (y) the sum of interest payable on the REMIC II Regular Interests (other than the Class C-L Regular Interest) on such Distribution Date pursuant to clause (a) of the definition of “REMIC II Distribution Amount” and (ii) the Overcollateralization Deficiency Amount for such Distribution Date.

Fannie Mae : The Federal National Mortgage Association and any successor thereto.

FDIC : The Federal Deposit Insurance Corporation, or any successor thereto.

FHA : The Federal Housing Administration, or any successor thereto.

Final Maturity Date :   With respect to each Class of the REMIC I and REMIC II Regular Interests, the date set forth in the applicable table contained in the Preliminary Statement hereto.

Final Yield Maintenance Payment Date : For the Class A-1 Certificates, the Distribution Date in July 2010.

Fitch : Fitch Ratings, provided that at the applicable time it is a Rating Agency.

Freddie Mac : The Federal Home Loan Mortgage Corporation and any successor thereto.

Indirect DTC Participants : Entities such as banks, brokers, dealers or trust companies, that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly.

Initial Custodial Agreement :  The Custodial Agreement, dated the date hereof, among the Trustee, the Servicer and the Initial Custodian.

Initial Custodian :  Washington Mutual Bank fsb.

Insurance Proceeds : Amounts paid or payable by the insurer under any Primary Insurance Policy or any other insurance policy (including any replacement policy permitted under this Agreement) covering any Mortgage Loan or Mortgaged Property, including, without limitation, any hazard insurance policy required pursuant to Section 3.07, any title insurance policy and any FHA insurance policy or VA guaranty, to the extent such amounts are not released to the Mortgagor in accordance with prudent mortgage loan servicing practices.

Interest Distribution Amount : For any Distribution Date, for any Class of REMIC I Regular Interests and REMIC II Regular Interests and for the Class R-1 Residual Interest, the amount of interest accrued during the Prior Period (or in the case of the Class A-1-L, Class B-1-L, Class B-2-L and Class B-3-L Regular Interests, during the No-Delay Accrual Period), at the related Certificate Interest Rate for such Class for such Distribution Date, on the respective Class Principal Balance or Class Notional Amount immediately before such Distribution Date, reduced by Uncompensated Interest Shortfall and the interest portion of Realized Losses allocated to such Class on such Distribution Date pursuant to the definitions of “Uncompensated Interest Shortfall” and “Realized Loss,” respectively. 

The computation of interest accrued shall (except with respect to the Class A-1-L, Class B-1-L, Class B-2-L and Class B-3-L Regular Interests) be made on the basis of a 360-day year of twelve 30-day months.

The computation of interest accrued shall, with respect to the Class A-1-L, Class B-1-L, Class B-2-L and Class B-3-L Regular Interests, be made on the basis of the actual number of days in the No-Delay Accrual Period and assuming a 360 day year. 

Interest Remittance Amount :  For any Distribution Date, the portion of the REMIC I Available Distribution Amount attributable to interest received or advanced (or paid as Compensating Interest) on the Mortgage Loans.

Investment Account : The commingled account (which shall be commingled only with investment accounts related to series of pass-through certificates with a class of certificates which has a rating equal to the highest of the Ratings of the Certificates) maintained by the Servicer in the trust department of the Investment Depository pursuant to Section 3.03 and which bears a designation acceptable to the Rating Agencies.

Investment Depository : JPMorgan Chase Bank, N.A. or another bank or trust company designated from time to time by the Servicer. The Investment Depository shall at all times be an Eligible Institution.

Junior Subordinate Certificates : The Class C Certificates.

Junior Subordinate Regular Interests : The Class C-L Regular Interests.

Last Scheduled Distribution Date : With respect to any Class of Certificates (other than the Class PPP Certificates), the Final Maturity Date for such Class ; and with respect to the Class PPP Certificates, the Distribution Date in September 2010.

LIBOR : The London Interbank Offered Rate for one-month United States dollar deposits calculated in the manner described in Section 3.19.

LIBOR Determination Date : With respect to interest paid on any Distribution Date, the second day on which banks in London and New York City are open for conducting transactions in foreign currency and exchange prior to the 25th day of the month preceding the Distribution Date.

Liquidated Mortgage Loan : A Mortgage Loan (other than a Mortgage Loan with respect to which a Payoff has been made) for which the Servicer has determined in accordance with its customary servicing practices that it has received all amounts which it expects to recover from or on account of such Mortgage Loan, whether from Insurance Proceeds, Liquidation Proceeds or otherwise. For purposes of this definition, acquisition of a Mortgaged Property by the Trust shall not constitute final liquidation of the related Mortgage Loan.

Liquidation Principal : The principal portion of Liquidation Proceeds and Insurance Proceeds received with respect to each Mortgage Loan which became a Liquidated Mortgage Loan during the Prior Period (but not in excess of the principal balance thereof).

Liquidation Proceeds : Amounts received and retained in connection with the liquidation of defaulted Mortgage Loans, whether through foreclosure or otherwise, other than Insurance Proceeds and other than Subsequent Recoveries, and (except for purposes of the definition of “Realized Loss”) after deduction of amounts reimbursable under Section 3.05(a)(i) and (ii).

Lockout Distribution Percentage : For any Distribution Date, the percentage indicated below:

Distribution Date Occurring In	Step Down Percentage
October 2006 through September 2009	0%
October 2009 through September 2011	45%
October 2011 through September 2012	80%
October 2012 through September 2013	100%
October 2013 and after	300%

 

Lockout Priority Amount : For any Distribution Date, the lesser of (x) the Class A-6 Principal Balance on such Distribution Date and (y) the Lockout Distribution Percentage for such Distribution Date multiplied by the product of (A) a fraction, the numerator of which is the aggregate Class A-6 Principal Balance and the denominator of which is the aggregate Class Principal Balance of the Class A Certificates (in each case immediately prior to such Distribution Date) and (B) the Class A Principal Distribution Amount for such Distribution Date.

Lowest Class B Owner : An owner unaffiliated with the Company or the Servicer of (i) a 100% interest in the Class of Subordinate Certificates with the lowest priority or (ii) a 100% interest in a class of securities representing such interest in such Class specified in clause (i) above.

MERS : Mortgage Electronic Registration Systems, Inc., a Delaware corporation, or any successor thereto.

MERS Loan : Any Mortgage Loan registered on the MERS® System for which MERS appears as the mortgagee of record on the related Mortgage or on an assignment thereof.

MERS® System : The system of electronically recording transfers of Mortgages maintained by MERS.

MIN : The Mortgage Identification Number for a MERS Loan.

MOM Loan : A MERS Loan that was registered on the MERS® System at the time of origination thereof and for which MERS appears as the mortgagee of record on the related Mortgage.

Monthly P&I Advance : An advance of funds by the Servicer pursuant to Section 4.02 to cover delinquent principal and interest installments.

Monthly Payment : The scheduled payment of principal and/or interest on a Mortgage Loan (including any amounts due from a Buydown Fund, if any) which is due on the related Due Date for such Mortgage Loan.

Moody’s :  Moody’s Investors Service, Inc., provided that at the applicable time it is a Rating Agency.

Mortgage : The mortgage, deed of trust or other instrument securing a Mortgage Note.

Mortgage File : The following documents or instruments with respect to each Mortgage Loan, (X) with respect to each Mortgage Loan that is not a Cooperative Loan:

(i)                  The original Mortgage Note endorsed (A) in blank, without recourse, (B) to the Trustee, without recourse, or (C) to the Trust, without recourse, and all intervening endorsements evidencing a complete chain of endorsements from the originator to the endorser last endorsing the Mortgage Note , or, in the event of any Destroyed Mortgage Note, a copy or a duplicate original of the Mortgage Note (or portion thereof, as applicable), together with an original lost note affidavit from the originator of the Mortgage Loan, the Seller or the Company stating that the original Mortgage Note (or portion thereof, as applicable) was lost, misplaced or destroyed, together with a copy of the Mortgage Note (or portion thereof, as applicable); provided, however, that in the event that either (a) Washington Mutual Bank or Washington Mutual Bank fsb is the Seller of the Mortgage Loan or (b) Washington Mutual Mortgage Securities Corp. is the Seller of the Mortgage Loan and purchased the Mortgage Loan from Washington Mutual Bank or Washington Mutual Bank fsb, then the Mortgage Note need not be endorsed in blank or to the Trustee or the Trust as provided above, but, if not so endorsed, shall be made payable to, or properly endorsed to, Washington Mutual Bank or Washington Mutual Bank fsb, as applicable;

(ii)                The Buydown Agreement, if applicable;

(iii)               (1)        (x) the original recorded Mortgage with evidence of recording thereon for the jurisdiction in which the Mortgaged Property is located (which original recorded Mortgage, in the case of a MOM Loan, shall set forth the MIN and shall indicate that the Mortgage Loan is a MOM Loan), (y) unless the Mortgage Loan is a MERS Loan, an original assignment of the Mortgage duly executed and acknowledged in recordable form (A) in blank, (B) to the Trustee or (C) to the Trust, and (z) unless the Mortgage Loan is a MOM Loan, recorded originals of all intervening assignments evidencing a complete chain of assignment from the originator to the person executing the assignment described in clause (y); or

(2)        (x) a copy (which may be in electronic form) of the Mortgage (which Mortgage, in the case of a MOM Loan, shall set forth the MIN and shall indicate that the Mortgage Loan is a MOM Loan) which represents a true and correct reproduction of the original Mortgage and which has either been certified (i) on the face thereof by the public recording office in the appropriate jurisdiction in which the Mortgaged Property is located, or (ii) by the originator, the Seller, the Servicer or the escrow or title company which provided closing services in connection with such Mortgage Loan as a true and correct copy the original of which has been sent for recordation, (y) unless the Mortgage Loan is a MERS Loan, an original assignment of the Mortgage duly executed and acknowledged in recordable form (A) in blank, (B) to the Trustee or (C) to the Trust, and (z) unless the Mortgage Loan is a MOM Loan, true and correct copies, certified by the applicable county recorder or by the originator, the Seller or the Serv