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

$1,702,241,023.25

WaMu Mortgage Pass-Through Certificates Series 2006-AR14 Trust

WaMu Asset Acceptance Corp.

WaMu Mortgage Pass-Through Certificates

Series 2006-AR14

Cut-Off Date: October 1, 2006

 

TABLE OF CONTENTS

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 sell the Mortgage Loans and certain other assets to the Trust in return for the REMIC I and REMIC II Regular Interests and the Class R-1 and Class R-2 Residual Interests and will be the owner of the REMIC I and REMIC II Regular Interests and the Class R-1 and Class R-2 Residual Interests. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the sale to the Trust of the Mortgage Loans and certain other assets and (ii) the issuance to the Company of the REMIC I and REMIC II Regular Interests and the Class R-1 and Class R-2 Residual Interests representing in the aggregate the entire beneficial interest in REMIC I and REMIC II. 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 20, 2006, of the Company (together, the “ Prospectus ”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated October 24, 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.

As of the Cut-Off Date, the Mortgage Loans have an aggregate Principal Balance of $1,702,241,023.25 and, as of the Closing Date, the Certificates have an Aggregate Certificate Principal Balance of $1,702,241,023.25.

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 and (ii) issue the REMIC I and REMIC II Regular Interests and the Class R-1 and Class R-2 Residual Interests.

NOW, THEREFORE, in order to declare the terms and conditions upon which the REMIC I Regular Interests, 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:

Adjustment Date:   As to each Mortgage Loan, a Due Date on or about the fifth anniversary (in the case of the Group 1 Loans), and on or about the seventh anniversary (in the case of the Group 2 Loans) of the first Due Date and annually thereafter, as set forth in the related Mortgage Note, on which date an adjustment to the Mortgage Interest Rate of such Mortgage Loan becomes effective.

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.

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 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%.

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.

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 and Senior Subordinate 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.

Carry-Forward Subsequent Recoveries Amount : For any Distribution Date and any of Loan Group 1 or Loan Group 2, the excess, if any, of (i) the Subsequent Recoveries for such Distribution Date for such Loan Group over (ii) the amount by which the Class Principal Balance of the Class of Group 1-B Certificates or Group 2-B Certificates, as applicable, with the lowest priority is increased in respect of Subsequent Recoveries for such Loan Group on such Distribution Date pursuant to the definition of “Class Principal Balance” herein.

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 “WaMu Mortgage Pass-Through Certificates Series 2006-AR14 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 and Section 4.05.

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.

Certificate Interest Rate : For each Class of REMIC I Regular Interests, 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 Group 1 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 Group 2 Loans from the REMIC II Available Distribution Amount, as applicable, which REMIC I Regular Interests, REMIC II Regular Interests and Class R Residual Interests, as applicable, 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.”

Class 1-A1 Certificates :  The Certificates designated as “Class 1-A1” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 1-A2 Certificates :  The Certificates designated as “Class 1-A2” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 1-A3 Certificates :  The Certificates designated as “Class 1-A3” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 1-A4 Certificates :  The Certificates designated as “Class 1-A4” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 1-A5 Certificates :  The Certificates designated as “Class 1-A5” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 1-A6 Certificates :  The Certificates designated as “Class 1-A6” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 1-A7 Certificates :  The Certificates designated as “Class 1-A7” on the face thereof in substantially the form attached hereto as Exhibit A.

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

Class 1-B-2 Certificates :  The Certificates designated as “Class 1-B-2” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 1-B-3 Certificates :  The Certificates designated as “Class 1-B-3” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 1-B-4 Certificates :  The Certificates designated as “Class 1-B-4” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 1-B-5 Certificates :  The Certificates designated as “Class 1-B-5” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 1-B-6 Certificates :  The Certificates designated as “Class 1-B-6” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 2-A1 Certificates :  The Certificates designated as “Class 2-A1” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 2-A2 Certificates :  The Certificates designated as “Class 2-A2” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 2-A3 Certificates :  The Certificates designated as “Class 2-A3” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 2-A4 Certificates :  The Certificates designated as “Class 2-A4” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 2-B-1 Certificates :  The Certificates designated as “Class 2-B-1” on the face thereof in substantially the form attached hereto as Exhibit A.

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

Class 2-B-3 Certificates :  The Certificates designated as “Class 2-B-3” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 2-B-4 Certificates :  The Certificates designated as “Class 2-B-4” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 2-B-5 Certificates :  The Certificates designated as “Class 2-B-5” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 2-B-6 Certificates :  The Certificates designated as “Class 2-B-6” on the face thereof in substantially the form attached hereto as Exhibit A.

Class A Certificates :  The Group 1-A and Group 2-A Certificates.

Class Principal Balance :  For any Class of REMIC I or REMIC II Regular Interests 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 such Class from principal payments on the related Mortgage Loans, as reduced from time to time by (x) distributions of principal to 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 Certificates 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 allocable to principal pursuant to paragraph (I)(xxii) or (II)(iv) of the definition of “REMIC I Distribution Amount” shall not cause a reduction in the Class Principal Balances of the Group 1 Certificates, and (B) any amounts distributed in respect of Realized Losses allocable to principal pursuant to paragraph (I)(xxii) or (II)(iv) of the definition of “REMIC II Distribution Amount” shall not cause a reduction in the Class Principal Balances of the Group 2 Certificates.

In addition to the foregoing, on each Distribution Date, the Class Principal Balance of the Class of Group 1-B Certificates with the lowest priority then outstanding shall be increased by an amount equal to the lesser of (i) the Subsequent Recoveries for Loan Group 1 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).

In addition to the foregoing, on each Distribution Date, the Class Principal Balance of the Class of Group 2-B Certificates with the lowest priority then outstanding shall be increased by an amount equal to the lesser of (i) the Subsequent Recoveries for Loan Group 2 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 1-A1 Certificates shall be referred to as the “Class 1-A1 Principal Balance,” the Class Principal Balance for the Class 1-A2 Certificates shall be referred to as the “Class 1-A2 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, 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.

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 24, 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, with respect to each Loan Group and the Mortgage Loans contained therein, the least of (i) the sum of (a) 1/12 of 0.050% of the aggregate Principal Balance of such Mortgage Loans immediately before such Distribution Date , (b) the aggregate Payoff Earnings with respect to such Mortgage Loans for such Distribution Date and (c) the aggregate Payoff Interest with respect to such Mortgage Loans for such Distribution Date, (ii) the aggregate Uncollected Interest with respect to such 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 – WaMu Series 2006-AR14.

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.

Cumulative Carry-Forward Subsequent Recoveries Amount : For any Distribution Date and any of Loan Group 1 or Loan Group 2, the sum of (i) the Carry-Forward Subsequent Recoveries Amount for such Distribution Date for such Loan Group and (ii) the Carry-Forward Subsequent Recoveries Amounts for prior Distribution Dates for such Loan Group to the extent such Carry-Forward Subsequent Recoveries Amounts have not been applied in reduction of Realized Losses on prior Distribution Dates pursuant to the first paragraph of the definition of “Realized Loss” herein.

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 WaMu Mortgage Pass-Through Certificates, Series 2006-AR14."

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 or a successor 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 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 23, 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 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 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.

ERISA Super Restricted Certificate : Any Junior Subordinate Certificate.

Event of Default : The meaning specified in Section 7.01.

Excess Liquidation Proceeds : With respect to any Distribution Date, the Group 1 Excess Liquidation Proceeds and the Group 2 Excess Liquidation Proceeds for such Distribution Date.

Excess Subsequent Recoveries : For any Distribution Date and any Loan Group, the excess, if any, of (i) amounts received by the Servicer during the Prior Period in connection with the liquidation of defaulted Mortgage Loans in such Loan Group after such Mortgage Loans became Liquidated Mortgage Loans over (ii) the Subsequent Recoveries (other than any Repurchase Proceeds included therein) for such Loan Group 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 and the Residual Interests, the date set forth in the applicable table contained in the Preliminary Statement hereto.

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.

Group 1 Certificates : The Group 1-A and Group 1-B Certificates.

Group 1 Clean-Up Call Option Date :  The date on which the aggregate principal balance of the Group 1 Loans has been reduced to less than the Group 1 Clean-Up Call Percentage of that balance as of the Cut-Off Date.

Group 1 Clean-Up Call Percentage : 10%.

Group 1 Credit Support Depletion Date : The first Distribution Date on which the aggregate Class Principal Balance of the Group 1-B Certificates has been or will be reduced to zero as a result of principal distributions thereon and the allocation of Realized Losses on such Distribution Date.

Group 1 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 Group 1 Loans during the Prior Period over the amount that would have been received if Payoffs had been made with respect to such Mortgage Loans during such Prior Period and (ii) any Excess Subsequent Recoveries for Loan Group 1 for such Distribution Date.

Group 1 Loans :  The Mortgage Loans designated on the Mortgage Loan Schedule as Group 1 Loans.

Group 1 Senior Liquidation Amount : For any Distribution Date, the sum of (A) the aggregate, for each Group 1 Loan which became a Liquidated Mortgage Loan during the Prior Period, of the lesser of: (i) the Group 1 Senior Percentage of the Principal Balance of such Mortgage Loan immediately before such Distribution Date and (ii) the Group 1 Senior Prepayment Percentage of the Liquidation Principal with respect to such Mortgage Loan and (B) the Group 1 Senior Prepayment Percentage of any Subsequent Recoveries for Loan Group 1.

Group 1 Senior Percentage : For any Distribution Date, the lesser of (i) 100% and (ii) the aggregate Class Principal Balance of the Group 1-A and Residual Certificates divided by the aggregate Principal Balance of the Group 1 Loans, in each case immediately before such Distribution Date.

Group 1 Senior Prepayment Percentage :  Subject to the immediately succeeding paragraph, (A) for any Distribution Date prior to the seventh anniversary of the first Distribution Date, the Group 1 Senior Prepayment Percentage shall equal 100% and (B) for any Distribution Date on or after the seventh anniversary of the first Distribution Date, the Group 1 Senior Prepayment Percentage shall be calculated as follows: (1) for any such Distribution Date on or after the seventh anniversary but before the eighth anniversary of the first Distribution Date, the Group 1 Senior Percentage for such Distribution Date plus 70% of the Group 1 Subordinate Percentage for such Distribution Date; (2) for any such Distribution Date on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, the Group 1 Senior Percentage for such Distribution Date plus 60% of the Group 1 Subordinate Percentage for such Distribution Date; (3) for any such Distribution Date on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, the Group 1 Senior Percentage for such Distribution Date plus 40% of the Group 1 Subordinate Percentage for such Distribution Date; (4) for any such Distribution Date on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, the Group 1 Senior Percentage for such Distribution Date plus 20% of the Group 1 Subordinate Percentage for such Distribution Date; and (5) for any such Distribution Date thereafter, the Group 1 Senior Percentage for such Distribution Date; provided, however, that (x) for any Distribution Date on or prior to the Distribution Date in October 2009, if (i) the Group 1 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 1 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 1 Loans allocated to the Group 1-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 1-B Certificates as of the Closing Date, do not exceed 20%, then the Group 1 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage for such Distribution Date plus 50% of the Group 1 Subordinate Percentage for such Distribution Date and (y) for any Distribution Date after the Distribution Date in October 2009, if (i) the Group 1 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 1 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 1 Loans allocated to the Group 1-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 1-B Certificates as of the Closing Date, do not exceed 30%, then the Group 1 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage for such Distribution Date.

Notwithstanding the immediately preceding paragraph, (A) for any Distribution Date, if the Group 1 Senior Percentage for such Distribution Date is greater than the Group 1 Senior Percentage as of the Closing Date, then the Group 1 Senior Prepayment Percentage shall equal 100%, (B) for any Distribution Date on or before the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met, then the Group 1 Senior Prepayment Percentage shall equal 100% and (C) for any Distribution Date after the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met (unless either (x) the Group 1 Senior Percentage for such Distribution Date is greater than the Group 1 Senior Percentage as of the Closing Date or (y) there is no Group 1 Earlier Distribution Date (as defined below), in each of which case the Group 1 Senior Prepayment Percentage shall equal 100%), then the Group 1 Senior Prepayment Percentage shall be calculated as follows:  (1) if the most recent preceding Distribution Date on which none of the tests specified in clauses (a) and (b) below was met (such date referred to as the “ Group 1 Earlier Distribution Date ”) is on or after the seventh anniversary but before the eighth anniversary of the first Distribution Date, then the Group 1 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage for the current Distribution Date plus 70% of the Group 1 Subordinate Percentage for the current Distribution Date, (2) if the Group 1 Earlier Distribution Date is on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, then the Group 1 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage for the current Distribution Date plus 60% of the Group 1 Subordinate Percentage for the current Distribution Date, (3) if the Group 1 Earlier Distribution Date is on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, then the Group 1 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage for the current Distribution Date plus 40% of the Group 1 Subordinate Percentage for the current Distribution Date, (4) if the Group 1 Earlier Distribution Date is on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, then the Group 1 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage for the current Distribution Date plus 20% of the Group 1 Subordinate Percentage for the current Distribution Date, and (5) if the Group 1 Earlier Distribution Date is on or after the eleventh anniversary of the first Distribution Date, then the Group 1 Senior Prepayment Percentage shall equal the Group 1 Senior Percentage for the current Distribution Date:

(a)        the mean aggregate Principal Balance, as of the Distribution Date in each of the immediately preceding six calendar months, of the Group 1 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC I) is greater than 50% of the aggregate Class Principal Balance of the Group 1-B Certificates as of the current Distribution Date, or

(b)        cumulative Realized Losses on the Group 1 Loans allocated to the Group 1-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 1-B Certificates as of the Closing Date, are greater than, for any Distribution Date (1) before the eighth anniversary of the first Distribution Date, 30%, (2) on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, 35%, (3) on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, 40%, (4) on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, 45%, and (5) on or after the eleventh anniversary of the first Distribution Date, 50%.

If on any Distribution Date the allocation to the Group 1-A Certificates of Principal Prepayments in the percentage required would reduce the aggregate Class Principal Balance of such Certificates below zero, the Group 1 Senior Prepayment Percentage for such Distribution Date shall be limited to the percentage necessary to reduce such aggregate Class Principal Balance to zero.

Group 1 Senior Principal Distribution Amount :  For any Distribution Date, an amount equal to the sum of (a) the Group 1 Senior Percentage of the Principal Payment Amount for Loan Group 1, (b) the Group 1 Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group 1 and (c) the Group 1 Senior Liquidation Amount.

Group 1 Subordinate Liquidation Amount :  For any Distribution Date, the excess, if any, of the sum of (A) the aggregate Liquidation Principal for all Group 1 Loans which became Liquidated Mortgage Loans during the Prior Period and (B) any Subsequent Recoveries for such Distribution Date for Loan Group 1, over the Group 1 Senior Liquidation Amount for such Distribution Date.

Group 1 Subordinate Percentage : For any Distribution Date, the excess of 100% over the Group 1 Senior Percentage for such date.

Group 1 Subordinate Prepayment Percentage :  For any Distribution Date, the excess of 100% over the Group 1 Senior Prepayment Percentage for such Distribution Date; provided, however, that if the aggregate Class Principal Balance of the Group 1-A Certificates has been reduced to zero, then the Group 1 Subordinate Prepayment Percentage shall equal 100%.

Group 1 Subordinate Principal Distribution Amount :  For any Distribution Date, the sum of (i) the Group 1 Subordinate Percentage of the Principal Payment Amount for Loan Group 1, (ii) the Group 1 Subordinate Principal Prepayments Distribution Amount and (iii) the Group 1 Subordinate Liquidation Amount.

For any Distribution Date, the Group 1 Subordinate Principal Distribution Amount shall be allocated pro rata, by Class Principal Balance, among the Classes of Group 1-B Certificates and paid in the order of distribution to such Classes pursuant to clause (I) of the definition of “REMIC I Distribution Amount” except as otherwise stated in such definition. Notwithstanding the foregoing, for any Distribution Date prior to distributions on such date, if the Subordination Level for any Class or Classes of Group 1-B Certificates is less than such Subordination Level as of the Closing Date, then the pro rata portion of the Group 1-B Subordinate Principal Prepayments Distribution Amount, if any, otherwise allocable to such Class or Classes of Group 1-B Certificates shall be allocated to the more senior Classes of Group 1-B Certificates, pro rata according to the Class Principal Balances of such Classes.  For purposes of this definition and the definition of “Subordination Level,” the relative seniority, from highest to lowest, of the Group 1-B Certificates shall be as follows: Class 1-B-1, Class 1-B-2, Class 1-B-3, Class 1-B-4, Class 1-B-5 and Class 1-B-6.

Group 1 Subordinate Principal Prepayments Distribution Amount :  For any Distribution Date, Group 1 Subordinate Prepayment Percentage of the Principal Prepayment Amount for Loan Group 1.

Group 1-A Certificates : The Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5, Class 1-A6 and Class 1-A7 Certificates.

Group 1-B Certificates : The Class 1-B-1, Class 1-B-2, Class 1-B-3, Class 1-B-4, Class 1-B-5 and Class 1-B-6 Certificates.

Group 2 Certificates : The Group 2-A and Class 2-B Certificates.

Group 2 Clean-Up Call Option Date :  The date on which the aggregate principal balance of the Group 2 Loans has been reduced to less than the Group 2 Clean-Up Call Percentage of that balance as of the Cut-Off Date.

Group 2 Clean-Up Call Percentage : 10%.

Group 2 Credit Support Depletion Date : The first Distribution Date on which the aggregate Class Principal Balance of the Group 2-B Certificates has been or will be reduced to zero as a result of principal distributions thereon and the allocation of Realized Losses on such Distribution Date.

Group 2 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 Group 2 Loans during the Prior Period over the amount that would have been received if Payoffs had been made with respect to such Mortgage Loans during such Prior Period and (ii) any Excess Subsequent Recoveries for Loan Group 2 for such Distribution Date.

Group 2 Loans :  The Mortgage Loans designated on the Mortgage Loan Schedule as Group 2 Loans.

Group 2 Senior Liquidation Amount : For any Distribution Date, the sum of (A) the aggregate, for each Group 2 Loan which became a Liquidated Mortgage Loan during the Prior Period, of the lesser of: (i) the Group 2 Senior Percentage of the Principal Balance of such Mortgage Loan immediately before such Distribution Date and (ii) the Group 2 Senior Prepayment Percentage of the Liquidation Principal with respect to such Mortgage Loan and (B) the Group 2 Senior Prepayment Percentage of any Subsequent Recoveries for Loan Group 2.

Group 2 Senior Percentage : For any Distribution Date, the lesser of (i) 100% and (ii) the aggregate Class Principal Balance of the Group 2-A Certificates divided by the aggregate Principal Balance of the Group 2 Loans, in each case immediately before such Distribution Date.

Group 2 Senior Prepayment Percentage :  Subject to the immediately succeeding paragraph, (A) for any Distribution Date prior to the seventh anniversary of the first Distribution Date, the Group 2 Senior Prepayment Percentage shall equal 100% and (B) for any Distribution Date on or after the seventh anniversary of the first Distribution Date, the Group 2 Senior Prepayment Percentage shall be calculated as follows: (1) for any such Distribution Date on or after the seventh anniversary but before the eighth anniversary of the first Distribution Date, the Group 2 Senior Percentage for such Distribution Date plus 70% of the Group 2 Subordinate Percentage for such Distribution Date; (2) for any such Distribution Date on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, the Group 2 Senior Percentage for such Distribution Date plus 60% of the Group 2 Subordinate Percentage for such Distribution Date; (3) for any such Distribution Date on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, the Group 2 Senior Percentage for such Distribution Date plus 40% of the Group 2 Subordinate Percentage for such Distribution Date; (4) for any such Distribution Date on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, the Group 2 Senior Percentage for such Distribution Date plus 20% of the Group 2 Subordinate Percentage for such Distribution Date; and (5) for any such Distribution Date thereafter, the Group 2 Senior Percentage for such Distribution Date; provided, however, that (x) for any Distribution Date on or prior to the Distribution Date in October 2009, if (i) the Group 2 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 2 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 2 Loans allocated to the Group 2-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 2-B Certificates as of the Closing Date, do not exceed 20%, then the Group 2 Senior Prepayment Percentage shall equal the Group 2 Senior Percentage for such Distribution Date plus 50% of the Group 2 Subordinate Percentage for such Distribution Date and (y) for any Distribution Date after the Distribution Date in October 2009, if (i) the Group 2 Subordinate Percentage for such Distribution Date is greater than or equal to twice the Group 2 Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Group 2 Loans allocated to the Group 2-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 2-B Certificates as of the Closing Date, do not exceed 30%, then the Group 2 Senior Prepayment Percentage shall equal the Group 2 Senior Percentage for such Distribution Date.

Notwithstanding the immediately preceding paragraph, (A) for any Distribution Date, if the Group 2 Senior Percentage for such Distribution Date is greater than the Group 2 Senior Percentage as of the Closing Date, then the Group 2 Senior Prepayment Percentage shall equal 100%, (B) for any Distribution Date on or before the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met, then the Group 2 Senior Prepayment Percentage shall equal 100% and (C) for any Distribution Date after the seventh anniversary of the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met (unless either (x) the Group 2 Senior Percentage for such Distribution Date is greater than the Group 2 Senior Percentage as of the Closing Date or (y) there is no Group 2 Earlier Distribution Date (as defined below), in each of which case the Group 2 Senior Prepayment Percentage shall equal 100%), then the Group 2 Senior Prepayment Percentage shall be calculated as follows:  (1) if the most recent preceding Distribution Date on which none of the tests specified in clauses (a) and (b) below was met (such date referred to as the “ Group 2 Earlier Distribution Date ”) is on or after the seventh anniversary but before the eighth anniversary of the first Distribution Date, then the Group 2 Senior Prepayment Percentage shall equal the Group 2 Senior Percentage for the current Distribution Date plus 70% of the Group 2 Subordinate Percentage for the current Distribution Date, (2) if the Group 2 Earlier Distribution Date is on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, then the Group 2 Senior Prepayment Percentage shall equal the Group 2 Senior Percentage for the current Distribution Date plus 60% of the Group 2 Subordinate Percentage for the current Distribution Date, (3) if the Group 2 Earlier Distribution Date is on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, then the Group 2 Senior Prepayment Percentage shall equal the Group 2 Senior Percentage for the current Distribution Date plus 40% of the Group 2 Subordinate Percentage for the current Distribution Date, (4) if the Group 2 Earlier Distribution Date is on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, then the Group 2 Senior Prepayment Percentage shall equal the Group 2 Senior Percentage for the current Distribution Date plus 20% of the Group 2 Subordinate Percentage for the current Distribution Date, and (5) if the Group 2 Earlier Distribution Date is on or after the eleventh anniversary of the first Distribution Date, then the Group 2 Senior Prepayment Percentage shall equal the Group 2 Senior Percentage for the current Distribution Date:

(a)        the mean aggregate Principal Balance, as of the Distribution Date in each of the immediately preceding six calendar months, of the Group 2 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC II) is greater than 50% of the aggregate Class Principal Balance of the Group 2-B Certificates as of the current Distribution Date, or

(b)        cumulative Realized Losses on the Group 2 Loans allocated to the Group 2-B Certificates, as a percentage of the aggregate Class Principal Balance of the Group 2-B Certificates as of the Closing Date, are greater than, for any Distribution Date (1) before the eighth anniversary of the first Distribution Date, 30%, (2) on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, 35%, (3) on or after the ninth anniversary but before the tenth anniversary of the first Distribution Date, 40%, (4) on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, 45%, and (5) on or after the eleventh anniversary of the first Distribution Date, 50%.

If on any Distribution Date the allocation to the Group 2-A Certificates of Principal Prepayments in the percentage required would reduce the aggregate Class Principal Balance of such Certificates below zero, the Group 2 Senior Prepayment Percentage for such Distribution Date shall be limited to the percentage necessary to reduce such aggregate Class Principal Balance to zero.

Group 2 Senior Principal Distribution Amount :  For any Distribution Date, an amount equal to the sum of (a) the Group 2 Senior Percentage of the Principal Payment Amount for Loan Group 2, (b) the Group 2 Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group 2 and (c) the Group 2 Senior Liquidation Amount.

Group 2 Subordinate Liquidation Amount :  For any Distribution Date, the excess, if any, of the sum of (A) the aggregate Liquidation Principal for all Group 2 Loans which became Liquidated Mortgage Loans during the Prior Period and (B) any Subsequent Recoveries for such Distribution Date for Loan Group 2, over the Group 2 Senior Liquidation Amount for such Distribution Date.

Group 2 Subordinate Percentage : For any Distribution Date, the excess of 100% over the Group 2 Senior Percentage for such date.

Group 2 Subordinate Prepayment Percentage :  For any Distribution Date, the excess of 100% over the Group 2 Senior Prepayment Percentage for such Distribution Date; provided, however, that if the aggregate Class Principal Balance of the Group 2-A Certificates has been reduced to zero, then the Group 2 Subordinate Prepayment Percentage shall equal 100%.

Group 2 Subordinate Principal Distribution Amount :  For any Distribution Date, the sum of (i) the Group 2 Subordinate Percentage of the Principal Payment Amount for Loan Group 2, (ii) the Group 2 Subordinate Principal Prepayments Distribution Amount and (iii) the Group 2 Subordinate Liquidation Amount.

For any Distribution Date, the Group 2 Subordinate Principal Distribution Amount shall be allocated pro rata, by Class Principal Balance, among the Classes of Group 2-B Certificates and paid in the order of distribution to such Classes pursuant to clause (I) of the definition of “REMIC II Distribution Amount” except as otherwise stated in such definition. Notwithstanding the foregoing, for any Distribution Date prior to distributions on such date, if the Subordination Level for any Class or Classes of Group 2-B Certificates is less than such Subordination Level as of the Closing Date, then the pro rata portion of the Group 2-B Subordinate Principal Prepayments Distribution Amount, if any, otherwise allocable to such Class or Classes of Group 2-B Certificates shall be allocated to the more senior Classes of Group 2-B Certificates, pro rata according to the Class Principal Balances of such Classes.  For purposes of this definition and the definition of “Subordination Level,” the relative seniority, from highest to lowest, of the Group 2-B Certificates shall be as follows: Class 2-B-1, Class 2-B-2, Class 2-B-3, Class 2-B-4, Class 2-B-5 and Class 2-B-6.

Group 2 Subordinate Principal Prepayments Distribution Amount :  For any Distribution Date, Group 2 Subordinate Prepayment Percentage of the Principal Prepayment Amount for Loan Group 2.

Group 2-A Certificates : The Class 2-A1, Class 2-A2, Class 2-A3 and Class 2-A4 Certificates.

Group 2-B Certificates : The Class 2-B-1, Class 2-B-2, Class 2-B-3, Class 2-B-4, Class 2-B-5 and Class 2-B-6 Certificates.

Index :  For each Mortgage Loan, initially, either One-Year CMT or One-Year LIBOR, as set forth on the Mortgage Loan Schedule.  In the event such initial Index (or a substitute index) is no longer available, the Servicer will select a substitute index in accordance with the Mortgage Note.

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, REMIC II Regular Interests and the Class R-1 Residual Interest, the amount of interest accrued during the Prior Period, at the related Certificate Interest Rate for such Class for such Distribution Date on the respective Class Principal Balance 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 be made on the basis of a 360-day year of twelve 30-day months.

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 1-B-4, Class 1-B-5, Class 1-B-6, Class 2-B-4, Class 2-B-5 and Class 2-B-6 Certificates.

Last Scheduled Distribution Date : With respect to any Class of Certificates, the Final Maturity Date for such Class.

Lender PMI Loan : A Mortgage Loan that requires the Mortgagor to pay the amount of the premium under the related Primary Insurance Policy to the applicable mortgage loan servicer, for payment to the applicable insurer.

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 to the Servicer under Section 3.05(a)(i) and (ii) hereof.

Loan Group : Loan Group 1 or Loan Group 2, as applicable.

Loan Group 1 : The group of Mortgage Loans comprised of the Group 1 Loans.

Loan Group 1 Weighted Average Pass-Through Rate :  For any Distribution Date, the weighted average of the Pass-Through Rates on the Group 1 Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on such Mortgage Loans received on or before the 14th day of the calendar month of such Due Date).

Loan Group 2 :  The group of Mortgage Loans comprised of the Group 2 Loans.

Loan Group 2 Weighted Average Pass-Through Rate :  For any Distribution Date, the weighted average of the Pass-Through Rates on the Group 2 Loans as of the second preceding Due Date (after giving effect to (i) payments due on such Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs on such Mortgage Loans received on or before the 14th day of the calendar month of such Due Date).

Lowest Class B Owner : An owner unaffiliated with the Company or the Servicer of (i) a 100% interest in the Class of Group 1-B Certificates with the lowest priority, (ii) a 100% interest in the Class of Group 2-B Certificates with the lowest priority or (iii) a 100% interest in a class of securities representing such interest in such Class specified in clause (i) or (ii) 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 : For each Mortgage Loan, the scheduled payment of principal (if any) and 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 applicable 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 applicable 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 applicable Seller or the Servicer as described above, of all intervening assignments evidencing a complete chain of assignment from the originator to the person executing the assignment described in clause (y);

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 File need not include an assignment of the Mortgage executed in blank or to the Trustee or the Trust as provided in clause (X)(iii)(1)(y) or (X)(iii)(2)(y) above, as applicable, but the Mortgage File shall, unless the Mortgage Loan was originated by Washington Mutual Bank or Washington Mutual Bank fsb, include a complete chain of assignments of the related Mortgage from the originator of such Mortgage Loan to Washington Mutual Bank or Washington Mutual Bank fsb, as applicable; and

(iv)              For any Mortgage Loan that has been modified or amended, the original instrument or instruments effecting such modification or amendment;

and (Y) with respect to each 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 Cooperative Loan, the applicable Seller or the Company, as applicable, 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)                A counterpart of the Cooperative Lease and the Assignment of Proprietary Lease;

(iii)               The Cooperative Stock Certificate, together with an undated stock power or other similar instrument executed in blank;

(iv)              The Recognition Agreement;

(v)                The Security Agreement;

(vi)              Copies of the original UCC financing statement, and any continuation statements or amendments thereof, each with evidence of recording thereof, perfecting the security interest granted under the Security Agreement and the Assignment of Proprietary Lease;

(vii)             Copies of the filed UCC assignments or amendments of the UCC financing statements described in clause (vi) above showing an unbroken chain of assignments from the originator to the Trustee or the Trust, each with evidence of recording thereof;

(viii)           Executed assignments of the interest of the originator in the Security Agreement, the Assignment of Proprietary Lease and the Recognition Agreement, showing an unbroken chain of assignments from the originator to the Trustee or the Trust; and

(ix)              For any Cooperative Loan that has been modified or amended, the original instrument or instruments effecting such modification or amendment;

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 File need not include (1) a UCC assignment or amendment of the UCC financing statement referenced in clause (Y)(vi) above to the Trustee or the Trust as provided in clause (Y)(vii) above, but the Mortgage File shall, unless the Cooperative Loan was originated by Washington Mutual Bank or Washington Mutual Bank fsb, include a UCC assignment or amendment of such UCC financing statement to Washington Mutual Bank or Washington Mutual Bank fsb, as applicable, or (2) an assignment of the interest of the originator in the Security Agreement, the Assignment of Proprietary Lease and the Recognition Agreement to the Trustee or the Trust as provided in clause (Y)(viii) above, but the Mortgage File shall, unless the Cooperative Loan was originated by Washington Mutual Bank or Washington Mutual Bank fsb, include an assignment of such interest to Washington Mutual Bank or Washington Mutual Bank fsb, as applicable.

Mortgage Interest Rate : For any Mortgage Loan, the per annum rate at which interest accrues on such Mortgage Loan pursuant to the terms of the related Mortgage Note.

Mortgage Loan Margin :  For each Mortgage Loan, the applicable fixed per annum percentage rate specified in the applicable Mortgage Note and designated as such in the Mortgage Loan Schedule; provided, however, that in the event the applicable Index is replaced, the Mortgage Loan Margin will be increased or decreased pursuant to the related Mortgage Note.

Mortgage Loan Purchase Agreement : The Mortgage Loan Purchase and Sale Agreement, dated as of October 25, 2005, among the Company, Washington Mutual Bank and Washington Mutual Bank fsb, as supplemented and amended by the Term Sheet, dated the Closing Date, between the Company and Washington Mutual Bank and relating to the Certificates.

Mortgage Loan Schedule : The schedule, as amended from time to time, of Mortgage Loans attached hereto as Exhibit D, which shall set forth as to each Mortgage Loan the following, among other things:

(i)                  its loan number,

(ii)                the city, state and zip code of the Mortgaged Property,

(iii)               the Monthly Payment as of the Cut-Off Date,

(iv)              the Appraised Value of the property subject to the Mortgage,

(v)                the Principal Balance as of the Cut-Off Date,

(vi)              the Mortgage Interest Rate, as of the Cut-Off Date, under the Mortgage Note and the Rate Ceiling, Rate Floor, subsequent Periodic Cap, and Mortgage Loan Margin, as applicable, under the Mortgage Note,

(vii)             whether a Primary Insurance Policy is in effect as of the Cut-Off Date, and, if so, whether such Primary Insurance Policy is a Special Primary Insurance Policy,

(viii)           the maturity of the Mortgage Note,

(ix)              the Servicing Fee Rate, and

(x)                its Loan Group.

Mortgage Loans : The mortgage loans and cooperative loans (if any), including each Substitute Mortgage Loan, listed on the Mortgage Loan Schedule. With respect to each Mortgage Loan that is a Cooperative Loan, “Mortgage Loan” shall include, but not be limited to, the Mortgage Note and the related Security Agreement, Assignment of Proprietary Lease, Recognition Agreement, Cooperative Stock Certificate and Cooperative Lease and, with respect to each Mortgage Loan other than a Cooperative Loan, “Mortgage Loan” shall include, but not be limited to, the Mortgage Note and the related Mortgage.

Mortgage Note : The note or other evidence of the indebtedness of a Mortgagor under a Mortgage Loan.

Mortgage Pool : All of the Mortgage Loans.

Mortgage Pool Assets : (i) The Mortgage Loans (including all Substitute Mortgage Loans) identified on the Mortgage Loan Schedule, and all rights pertaining thereto, including the related Mortgage Notes, Mortgages, Cooperative Stock Certificates, Cooperative Leases, Security Agreements, Assignments of Proprietary Lease, and Recognition Agreements, and all Monthly Payments due after the Cut-Off Date and all other payments and distributions collected with respect to the Mortgage Loans on or after the Cut-Off Date; (ii) the Certificate Account, the Investment Account, and all money, instruments, investment property, and other property credited thereto, carried therein, or deposited therein (except amounts constituting the Servicing Fee); (iii) the Custodial Accounts for P&I and any Buydown Fund Account (to the extent of the amounts on deposit or other property therein attributable to the Mortgage Loans), and all money, instruments, investment property, and other property credited thereto, carried therein, or deposited therein (except amounts constituting the Servicing Fee); (iv) all property that secured a Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure or, in the case of a Cooperative Loan, a similar form of conversion, after the Cut-Off Date; and (v) each FHA insurance policy, Primary Insurance Policy, VA guaranty, and other insurance policy related to any Mortgage Loan, and all amounts paid or payable thereunder and all proceeds thereof.

Mortgaged Property : With respect to any Mortgage Loan, other than a Cooperative Loan, the real property, together with improvements thereto, and, with respect to any Cooperative Loan, the related Cooperative Stock and Cooperative Lease, securing the indebtedness of the Mortgagor under the related Mortgage Note.  “Mortgaged Property” shall also refer to property which once secured the indebtedness of a Mortgagor under the related Mortgage Loan but which was acquired by the Trust upon foreclosure or other liquidation of such Mortgage Loan.

Mortgagor : The obligor on a Mortgage Note.

Nonrecoverable Advance : With respect to any Mortgage Loan, any advance which the Servicer shall determine to be a Nonrecoverable Advance pursuant to Section 4.03 and which was, or is proposed to be, made by the Servicer.

Non-U.S. Person : A Person that is not a U.S. Person.

Notice Addresses : (a) In the case of the Company, 1301 Second Avenue, WMC 3501A, Seattle, WA 98101, or such other address as may hereafter be furnished to the Trustee in writing by the Company, (b) in the case of the Servicer, 11200 W Parkland Avenue Milwaukee, WI 53224, Fax No: (414) 359-5327, Attention: President, Investor Reporting, with a copy to: Washington Mutual Legal Department, 1301 Second Avenue, WMC 3501, Seattle, WA 98101, Fax No: (206) 377-6244, Attention: WaMu, and with a copy to Washington Mutual Mortgage Securities Corp., 1301 Second Avenue, WMC 1401, Seattle, WA 98101, Attention: Bond Administration, or such other address and fax number as may hereafter be furnished in writing by the Servicer, (c) in the case of the Trustee, at its Corporate Trust Office, or such other address as may hereafter be furnished to the Servicer in writing by the Trustee, (d) in the case of the Delaware Trustee, 1314 King Street, Wilmington, DE 19801, or such other address as may hereafter be furnished to the Servicer in writing by the Delaware Trustee, (e) in the case of the Trust, c/o LaSalle Bank National Association, at the Corporate Trust Office, or such other address as may hereafter be furnished to the Servicer in writing by the Trustee, (f) in the case of the Certificate Registrar, at its Corporate Trust Office, or such other address as may hereafter be furnished to the Trustee in writing by the Certificate Registrar, (g) in the case of S&P, 55 Water Street, 41st Floor, New York, New York 10041-0003, Attention:  Residential Mortgage Backed Securities Surveillance Group, or such other address as may hereafter be furnished to the Trustee and Servicer in writing by S&P, and (h) in the case of Fitch, 1 State Street Plaza, New York, New York 10004, Attention: Monitoring, or such other address as may hereafter be furnished to the Trustee and Servicer in writing by Fitch.

OTS : The Office of Thrift Supervision, or any successor thereto.

Officer’s Certificate : A certificate signed by the Chairman of the Board, the President, a Vice President, or the Treasurer of the Servicer and delivered to the Trustee or the Delaware Trustee, as applicable.

One-Year CMT :  The weekly average yield on United States Treasury Securities adjusted to a constant maturity of one year, as made available by the Federal Reserve Board, published in Federal Reserve Statistical Release H.15(519) and most recently available as of the date 45 days before the applicable Adjustment Date.

One-Year LIBOR : The average of interbank offered rates for one-year U.S. dollar-denominated deposits in the London market, as published in The Wall Street Journal and most recently available as of the date 45 days before the applicable Adjustment Date.

Opinion of Counsel : A written opinion of counsel, who shall be reasonably acceptable to the Trustee or the Delaware Trustee, as applicable, and who may be counsel (including in-house counsel) for the Company or the Servicer.

Original Trust Agreement : The Trust Agreement, dated as of October 1, 2006, between the Company and the Delaware Trustee, providing for the creation of the Trust.

Ownership Interest :  With respect to any Residual Certificate, any ownership or security interest in such Residual Certificate, including any interest in a Residual Certificate as the Holder thereof and any other interest therein whether direct or indirect, legal or beneficial, as owner or as pledgee.

Pass-Through Entity :  Any regulated investment company, real estate investment trust, common trust fund, partnership, trust or estate, and any organization to which Section 1381 of the Code applies.

Pass-Through Rate : For each Mortgage Loan, the excess, if any, of the Mortgage Interest Rate for such Mortgage Loan over the sum of (i) the Servicing Fee Rate for such Mortgage Loan and (ii) if such Mortgage Loan was covered by a Special Primary Insurance Policy on the Closing Date (even if no longer so covered), the per annum rate at which the applicable Special Primary Insurance Premium for such Mortgage Loan is calculated. For each Mortgage Loan, any calculation of monthly interest at such rate shall be based upon annual interest at such rate (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid Principal Balance of such Mortgage Loan divided by twelve, and any calculation of interest at such rate by reason of a Payoff shall be based upon annual interest at such rate on the outstanding Principal Balance of such Mortgage Loan multiplied by a fraction, the numerator of which is the number of days elapsed from the Due Date of the last scheduled payment of principal and interest to, but not including, the date of such Payoff, and the denominator of which is (a) for Payoffs received on a Due Date, 360, and (b) for all other Payoffs, 365.

Paying Agent : Any paying agent appointed by the Trustee pursuant to Section 8.12.

Payoff : Any payment by or on behalf of a Mortgagor of principal on a Mortgage Loan equal to the entire outstanding principal balance of such Mortgage Loan, if received in advance of the last scheduled Due Date for such Mortgage Loan and accompanied by an amount of interest equal to accrued unpaid interest on the Mortgage Loan to the date of such payment in full.  (Prepayment penalties are not payments of principal and hence Payoffs do not include prepayment penalties.)

Payoff Earnings : For any Distribution Date with respect to each Mortgage Loan on which a Payoff was received by the Servicer during the Payoff Period, the aggregate of the interest earned by the Servicer from investment of each such Payoff from the date of receipt of such Payoff until the Business Day immediately preceding the related Distribution Date (net of investment losses).

Payoff Interest : For any Distribution Date with respect to a Mortgage Loan for which a Payoff was received on or after the first calendar day of the month of such Distribution Date and before the 15th calendar day of such month, an amount of interest thereon at the applicable Pass-Through Rate from the first day of the month of distribution through the day of receipt thereof; to the extent (together with aggregate Payoff Earnings and the aggregate Servicing Fee) not required to be distributed as Compensating Interest on such Distribution Date, aggregate Payoff Interest shall be paid to the Servicer as additional servicing compensation.

Payoff Period : For the first Distribution Date, the period from the Cut-Off Date through November 14, 2006, inclusive; and for any Distribution Date thereafter, the period from the 15th day of the Prior Period through the 14th day of the month of such Distribution Date, inclusive.

Percentage Interest :  (a)  With respect to the right of each Certificate of a particular Class in the distributions allocated to such Class, “Percentage Interest” shall mean the percentage equal to:

(i)                  with respect to any Certificate (other than the Residual Certificates), its Certificate Principal Balance divided by the applicable Class Principal Balance; and

(ii)                with respect to any Residual Certificate, the percentage set forth on the face of such Certificate.

(b)        With respect to the rights of each Certificate in connection with Sections 5.09, 7.01, 8.01(c), 8.02, 8.07, 10.01 and 10.03, “Percentage Interest” shall mean the percentage equal to:

(i)                  with respect to any Certificate (other than the Residual Certificates), its Certificate Principal Balance divided by the Aggregate Certificate Principal Balance of the Certificates (or, with respect to its rights in connection with Section 5.09, by the aggregate Class Principal Balance of the Book-Entry Certificates); and

(ii)                with respect to any Residual Certificate, zero.

Permitted Transferee : With respect to the holding or ownership of any Residual Certificate, any Person other than (i) the United States, a State or any political subdivision thereof, or any agency or instrumentality of any of the foregoing, (ii) a foreign government, International Organization or any agency or instrumentality of either of the foregoing, (iii) an organization (except certain farmers’ cooperatives described in Code Section 521) which is exempt from the taxes imposed by Chapter 1 of the Code (unless such organization is subject to the tax imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Code Section 1381(a)(2)(C), (v) any “electing large partnership” as defined in Section 775(a) of the Code, (vi) any Person from whom the Trustee has not received an affidavit to the effect that it is not a “disqualified organization” within the meaning of Section 860E(e)(5) of the Code, and (vii) any other Person so designated by the Company based upon an Opinion of Counsel that the transfer of an Ownership Interest in a Residual Certificate to such Person may cause REMIC I or REMIC II to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United States,” “State” and “International Organization” shall have the meanings set forth in Code Section 7701 or successor provisions. A corporation shall not be treated as an instrumentality of the United States or of any State or political subdivision thereof if all of its activities are subject to tax, and, with the exception of the Freddie Mac, a majority of its board of directors is not selected by such governmental unit.

Person : Any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof, or any other entity or organization, whether or not a legal entity.

Plan Investor : With respect to a transfer of a Certificate, an employee benefit or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code, or any person (including an investment manager, a named fiduciary or a trustee of any such plan) acting, directly or indirectly, on behalf of or purchasing such Certificate with “plan assets” of any such plan.

Prepaid Monthly Payment : Any Monthly Payment received prior to its scheduled Due Date, which is intended to be applied to a Mortgage Loan on its scheduled Due Date and held in the related Custodial Account for P&I until the Withdrawal Date following its scheduled Due Date.

Primary Insurance Policy : With respect to any Mortgage Loan, a primary policy of mortgage guaranty insurance, if any, on such Mortgage Loan (including any Special Primary Insurance Policy).

Principal Balance : Except as used in Sections 2.08, 3.09 and 9.01 and except for purposes of the definition of Repurchase Price, for any date of determination, the principal balance of a Mortgage Loan remaining to be paid at the close of business on the Cut‑Off Date, after application of all scheduled principal payments due on or before the Cut‑Off Date, whether or not received (or, in the case of a Substitute Mortgage Loan, its principal balance on its date of substitution, after deduction of all scheduled principal payments due on or before such date, whether or not received), reduced by all amounts distributed or to be distributed to, and any Realized Loss allocated or to be allocated to, Certificateholders through such date of determination that are reported as allocable to principal of such Mortgage Loan.

For purposes of the definition of Repurchase Price and as used in Sections 2.08, 3.09 and 9.01, for any date of determination, the principal balance of a Mortgage Loan remaining to be paid at the close of business on the Cut-Off Date, after deduction of all scheduled principal payments due on or before the Cut-Off Date, whether or not received (or, in the case of a Substitute Mortgage Loan, its principal balance on its date of substitution, after deduction of all scheduled principal payments due on or before such date, whether or not received), reduced by all amounts distributed or to be distributed to Certificateholders (other than the price paid by the Servicer in connection with a purchase by the Servicer of the Mortgage Loans pursuant to Section 9.01) through the Distribution Date in the month of determination that are reported as allocable to principal of such Mortgage Loan.

Principal Payment : Any payment of principal on a Mortgage Loan other than a Principal Prepayment.

Principal Payment Amount : For any Distribution Date and for any Loan Group, the sum with respect to the Mortgage Loans in such Loan Group of (i) the scheduled principal payments (if any) on the Mortgage Loans due on the related Due Date, (ii) the principal portion of Repurchase Proceeds received during the Prior Period (other than any Repurchase Proceeds included in Subsequent Recoveries for such Distribution Date) and (iii) any other unscheduled payments of principal which were received with respect to any Mortgage Loan during the Prior Period, other than Payoffs, Curtailments, Liquidation Principal and Subsequent Recoveries.

Principal Prepayment : Any payment of principal on a Mortgage Loan which constitutes a Payoff or a Curtailment.

Principal Prepayment Amount : For any Distribution Date and for any Loan Group, the sum with respect to the Mortgage Loans in such Loan Group of (i) Curtailments received during the Prior Period from such Mortgage Loans and (ii) Payoffs received during the Payoff Period from such Mortgage Loans.

Prior Period : With respect to any Distribution Date, the calendar month immediately preceding such Distribution Date.

Prospectus : The Prospectus, dated January 6, 2006, and the Prospectus Supplement, dated October 20, 2006, of the Company.

Rate Ceiling :  The maximum per annum Mortgage Interest Rate permitted under the related Mortgage Note.

Rate Floor : The minimum per annum Mortgage Interest Rate permitted under the related Mortgage Note.

Rating Agency : Initially, each of S&P and Fitch and thereafter, each nationally recognized statistical rating organization that has rated the Certificates at the request of the Company, or their respective successors in interest.

Ratings : As of any date of determination, the ratings, if any, of the Certificates as assigned by the applicable Rating Agencies.

Reacquired Mortgage Loan : A Mortgage Loan for which another Mortgage Loan is substituted pursuant to and in accordance with the provisions of Section 2.08.

Realized Loss : For any Distribution Date, with respect to any Mortgage Loan that became a Liquidated Mortgage Loan during the related Prior Period, the sum of (A) the excess, if any, of (i) accrued and unpaid interest on such Mortgage Loan over (ii) the aggregate Insurance Proceeds and Liquidation Proceeds received with respect to such Mortgage Loan (the interest portion of such Realized Loss) and (B) the excess, if any, of (i) the sum of (a) the Principal Balance of such Mortgage Loan immediately before such Distribution Date and (b) the aggregate amount of Monthly P&I Advances (other than advances of delinquent interest) and any other advances made hereunder by the Servicer with respect to such Mortgage Loan, to the extent not previously reimbursed, over (ii) the aggregate Insurance Proceeds and Liquidation Proceeds received with respect to such Mortgage Loan (the amount in this clause (B)(ii) reduced by the amount in clause (A)(i) above) (the principal portion of such Realized Loss); provided , however , that for purposes of allocating Realized Losses to the REMIC I and REMIC II Regular Interests pursuant to this definition of “Realized Loss,” the aggregate principal portion of Realized Losses for any of Loan Group 1 or Loan Group 2 for any Distribution Date shall be reduced by the Cumulative Carry-Forward Subsequent Recoveries Amount for such Distribution Date for such Loan Group. For any Distribution Date, with respect to any Mortgage Loan that is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss for such Mortgage Loan and such Distribution Date.

Realized Losses on Group 1 Loans shall be allocated among the REMIC I Regular Interests (i) for Realized Losses allocable to principal (a) first, to the Class 1-B-6 Certificates, until the Class 1-B-6 Principal Balance has been reduced to zero, (b) second, to the Class 1-B-5 Certificates, until the Class 1-B-5 Principal Balance has been reduced to zero, (c) third, to the Class 1-B-4 Certificates, until the Class 1-B-4 Principal Balance has been reduced to zero, (d) fourth, to the Class 1-B-3 Certificates, until the Class 1-B-3 Principal Balance has been reduced to zero, (e) fifth, to the Class 1-B-2 Certificates, until the Class 1-B-2 Principal Balance has been reduced to zero, (f) sixth, to the Class 1-B-1 Certificates, until the Class 1-B-1 Principal Balance has been reduced to zero, (g) seventh, to the Class 1-A7 Certificates, until the Class 1-A7 Principal Balance has been reduced to zero, and (h) eighth, to the Class 1-A1, Class 1-A2, 1-A3, Class 1-A4, Class 1-A5 and Class 1-A6 Certificates, pro rata, in reduction of their Class Principal Balances; and (ii) for Realized Losses allocable to interest (a) first, to the Class 1-B-6 Certificates, in reduction of accrued but unpaid interest thereon and then in reduction of the Class 1-B-6 Principal Balance, (b) second, to the Class 1-B-5 Certificates, in reduction of accrued but unpaid interest thereon and then in reduction of the Class 1-B-5 Principal Balance, (c) third, to the Class 1-B-4 Certificates, in reduction of accrued but unpaid interest thereon and then in reduction of the Class 1-B-4 Principal Balance, (d) fourth, to the Class 1-B-3 Certificates, in reduction of accrued but unpaid interest thereon and then in reduction of the Class 1-B-3 Principal Balance, (e) fifth, to the Class 1-B-2 Certificates, in reduction of accrued but unpaid interest thereon and then in reduction of the Class 1-B-2 Principal Balance, (f) sixth, to the Class 1-B-1 Certificates, in reduction of accrued but unpaid interest thereon and then in reduction of the Class 1-B-1 Principal Balance, (g) seventh, to the Class 1-A7 Certificates, in reduction of accrued but unpaid interest thereon and then in reduction of their Class Principal Balance, and (h) eighth, to the Class 1-A1, Class 1-A2, 1-A3, Class 1-A4, Class 1-A5 and Class 1-A6 Certificates, pro rata according to, and in reduction of, accrued but unpaid interest thereon and then pro rata according to, and in reduction of, their Class Principal Balances; provided, however, that until the Class 1-A6 Principal Balance has been reduced to zero, all Realized Losses allocable to principal that would otherwise be allocated to the Class 1-A5 Certificates pursuant to clause (i) of this paragraph shall instead be allocated to the Class 1-A6 Certificates, in reduction of the Class 1-A6 Principal Balance, and all Realized Losses allocable to interest that would otherwise be allocated to the Class 1-A5 Certificates pursuant to clause (ii) of this paragraph shall instead be allocated to the Class 1-A6 Certificates, in reduction of accrued but unpaid interest thereon, and then in reduction of the Class 1-A6 Principal Balance.

Realized Losses on Group 2 Loans shall be allocated among the REMIC II Regular Interests (i) for Realized Losses allocable to principal (a) first, to the Class 2-B-6 Certificates, until the Class 2-B-6 Principal Balance has been reduced to zero, (b) second, to the Class 2-B-5 Certificates, until the Class 2-B-5 Principal Balance has been reduced to zero, (c) third, to the Class 2-B-4 Certificates, until the Class 2-B-4 Principal Balance has been reduced to zero, (d) fourth, to the Class 2-B-3 Certificates, until the Class 2-B-3 Principal Balance has been reduced to zero, (e) fifth, to the Class 2-B-2 Certificates, until the Class 2-B-2 Principal Balance has been reduced to zero, (f) sixth, to the Class 2-B-1 Certificates, until the Class 2-B-1 Principal Balance has been reduced to zero, (g) seventh, to the Class 2-A4 Certificates, until the Class 2-A4 Principal Balance has been reduced to zero, and (h) eighth, to the Class 2-A1, Class 2-A2 and Class 2-A3 Certificates, pro rata, in reduction of their Class Principal Balances; and (ii) for Realized Losses allocable to interest (a) first, to the Class 2-B-6 Certificates, in reduction of accrued but unpaid interest thereon and then in reduction of the Class 2-B-6 Principal Balance, (b) second, to the Class 2-B-5 Certificates, in reduction of accrued but unpaid interest thereon and then in reduction of the Class 2-B-5 Principal Balance, (c) third, to the Class 2-B-4 Certificates, in reduction of accrued but unpaid interest thereon and then in reduction of the Class 2-B-4 Principal Balance, (d) fourth, to the Class 2-B-3 Certificates, in reduction of accrued but unpaid interest thereon and then in red