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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


$541,914,037.21


Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-3 Trust


WaMu Asset Acceptance Corp.


Washington Mutual Mortgage Pass-Through Certificates


WMALT Series 2006-3


Cut-Off Date: March 1, 2006





 






TABLE OF CONTENTS





 


	
 

	
Page


	

ARTICLE I

	
6


	
Section 1.01  Definitions

	
6


	
Aggregate Certificate Principal Balance

	
6


	
Agreement

	
6


	
Appraised Value

	
6


	
Assigned Prepayment Premiums

	
6


	
Assignment of Proprietary Lease

	
6


	
Authenticating Agent

	
6


	
Authorized Denomination

	
6


	
Bankruptcy Loss

	
7


	
Beneficial Holder

	
7


	
Benefit Plan Opinion

	
7


	
Book-Entry Certificates

	
7


	
Business Day

	
7


	
Buydown Agreement

	
7


	
Buydown Fund

	
7


	
Buydown Fund Account

	
8


	
Buydown Loan

	
8


	
Carry-Forward Subsequent Recoveries Amount

	
8


	
Certificate

	
8


	
Certificate Account

	
8


	
Certificate Group

	
8


	
Certificateholder or Holder

	
8


	
Certificate Interest Rate

	
9


	
Certificate of Trust

	
9


	
Certificate Principal Balance

	
9


	
Certificate Register and Certificate Registrar

	
9


	
Class

	
9


	
Class 1-A-1 Certificates

	
9


	
Class 1-A-2 Certificates

	
10


	
Class 1-P Fraction

	
10


	
Class 1-P Mortgage Loan

	
10


	
Class 2-A Certificates

	
10


	
Class 3-CB-1 Certificates

	
10


	
Class 3-CB-2 Certificates

	
10


	
Class 3-CB-3 Certificates

	
10


	
Class 3-CB-4 Certificates

	
10


	
Class 3-CB-5 Certificates

	
10


	
Class 3-CB-6 Certificates

	
10


	
Class 3-P Fraction

	
10


	
Class 3-P Mortgage Loan

	
10


	
Class 4-CB Certificates

	
10


	
Class 4-P Fraction

	
10


	
Class 4-P Mortgage Loan

	
10


	
Class 5-A-1 Certificates

	
11


	
Class 5-A-2 Certificates

	
11


	
Class 5-A-3 Certificates

	
11


	
Class 5-P Fraction

	
11


	
Class 5-P Mortgage Loan

	
11


	
Class A Certificates

	
11


	
Class B Certificates

	
11


	
Class B Percentage

	
11


	
Class B-1 Certificates

	
11


	
Class B-2 Certificates

	
11


	
Class B-3 Certificates

	
11


	
Class B-4 Certificates

	
11


	
Class B-5 Certificates

	
11


	
Class B-6 Certificates

	
11


	
Class C-P Certificates

	
11


	
Class C-P-M Regular Interest

	
12


	
Class C-X Certificates

	
12


	
Class C-X Notional Amount

	
12


	
Class C-X-M Regular Interest

	
12


	
Class C-Y Principal Reduction Amounts

	
12


	
Class C-Y Regular Interests

	
12


	
Class C-Y-1 Principal Distribution Amount

	
12


	
Class C-Y-1 Regular Interest

	
12


	
Class C-Y-2 Principal Distribution Amount

	
12


	
Class C-Y-2 Regular Interest

	
12


	
Class C-Y-3 Principal Distribution Amount

	
12


	
Class C-Y-3 Regular Interest

	
13


	
Class C-Z Principal Reduction Amounts

	
13


	
Class C-Z Regular Interests

	
13


	
Class C-Z-1 Principal Distribution Amount

	
13


	
Class C-Z-1 Regular Interest

	
13


	
Class C-Z-2 Principal Distribution Amount

	
13


	
Class C-Z-2 Regular Interest

	
13


	
Class C-Z-3 Principal Distribution Amount

	
13


	
Class C-Z-3 Regular Interest

	
13


	
Class Notional Amount

	
14


	
Class P Fraction

	
14


	
Class P Mortgage Loan

	
14


	
Class P-M Regular Interests

	
14


	
Class PPP Certificates

	
14


	
Class PPP Notional Amount

	
14


	
Class PPP-M Regular Interest

	
14


	
Class Principal Balance

	
14


	
Class R Certificates

	
15


	
Class R Residual Interests

	
15


	
Class R-1 Residual Interest

	
15


	
Class R-2 Residual Interest

	
15


	
Class X-M Regular Interests

	
15


	
Clean-Up Call Percentage

	
15


	
Clearing Agency

	
15


	
Closing Date

	
15


	
Code

	
15


	
Commission

	
15


	
Company

	
15


	
Compensating Interest

	
16


	
Cooperative

	
16


	
Cooperative Apartment

	
16


	
Cooperative Lease

	
16


	
Cooperative Loans

	
16


	
Cooperative Stock

	
16


	
Cooperative Stock Certificate

	
16


	
Corporate Trust Office

	
16


	
Corporation

	
16


	
Credit Support Depletion Date

	
17


	
Cumulative Carry-Forward Subsequent Recoveries Amount

	
17


	
Current Loan-to-Value Ratio

	
17


	
Curtailment

	
17


	
Curtailment Shortfall

	
17


	
Custodial Account for P&I

	
17


	
Custodial Agreement

	
17


	
Custodian

	
17


	
Cut-Off Date

	
18


	
Definitive Certificates

	
18


	
Delaware Trustee

	
18


	
Depositary Agreement

	
18


	
Destroyed Mortgage Note

	
18


	
Determination Date

	
18


	
Disqualified Organization

	
18


	
Distribution Date

	
18


	
DTC

	
18


	
DTC Participant

	
18


	
Due Date

	
18


	
Eligible Institution

	
18


	
Eligible Investments

	
19


	
ERISA

	
20


	
ERISA Restricted Certificate

	
20


	
Event of Default

	
20


	
Excess Liquidation Proceeds

	
20


	
Excess Subsequent Recoveries

	
20


	
Fannie Mae

	
20


	
FDIC

	
20


	
FHA

	
20


	
Final Maturity Date

	
20


	
Fitch

	
20


	
Freddie Mac

	
21


	
Group 1 Certificates

	
21


	
Group 1 Loans

	
21


	
Group 1 Premium Rate Mortgage Loans

	
21


	
Group 1 Senior Liquidation Amount

	
21


	
Group 1 Senior Percentage

	
21


	
Group 1 Senior Prepayment Percentage, Group 2 Senior Prepayment Percentage, Group 3 Senior Prepayment Percentage, Group 4 Senior Prepayment Percentage or Group 5 Senior Prepayment Percentage

	
21


	
Group 1 Senior Principal Distribution Amount

	
24


	
Group 1 Subordinate Percentage

	
24


	
Group 1 Subordinate Prepayment Percentage

	
24


	
Group 1-A Certificates

	
24


	
Group 2 Certificates

	
24


	
Group 2 Loans

	
24


	
Group 2 Premium Rate Mortgage Loans

	
25


	
Group 2 Senior Liquidation Amount

	
25


	
Group 2 Senior Percentage

	
25


	
Group 2 Senior Prepayment Percentage

	
25


	
Group 2 Senior Principal Distribution Amount

	
25


	
Group 2 Subordinate Percentage

	
25


	
Group 2 Subordinate Prepayment Percentage

	
25


	
Group 2-A Certificates

	
25


	
Group 3 Certificates

	
25


	
Group 3 Loans

	
25


	
Group 3 Lockout Adjusted Percentage

	
25


	
Group 3 Lockout Liquidation Amount

	
25


	
Group 3 Lockout Percentage

	
26


	
Group 3 Lockout Prepayment Percentage

	
26


	
Group 3 Lockout Priority Amount

	
26


	
Group 3 Premium Rate Mortgage Loans

	
26


	
Group 3 Senior Liquidation Amount

	
26


	
Group 3 Senior Percentage

	
26


	
Group 3 Senior Prepayment Percentage

	
26


	
Group 3 Senior Principal Distribution Amount

	
26


	
Group 3 Subordinate Percentage

	
27


	
Group 3 Subordinate Prepayment Percentage

	
27


	
Group 3-A Certificates

	
27


	
Group 4 Certificates

	
27


	
Group 4 Loans

	
27


	
Group 4 Premium Rate Mortgage Loans

	
27


	
Group 4 Senior Liquidation Amount

	
27


	
Group 4 Senior Percentage

	
27


	
Group 4 Senior Prepayment Percentage

	
27


	
Group 4 Senior Principal Distribution Amount

	
27


	
Group 4 Subordinate Percentage

	
27


	
Group 4 Subordinate Prepayment Percentage

	
28


	
Group 4-A Certificates

	
28


	
Group 5 Certificates

	
28


	
Group 5 Loans

	
28


	
Group 5 Premium Rate Mortgage Loans

	
28


	
Group 5 Senior Liquidation Amount

	
28


	
Group 5 Senior Percentage

	
28


	
Group 5 Senior Prepayment Percentage

	
28


	
Group 5 Senior Principal Distribution Amount

	
28


	
Group 5 Subordinate Percentage

	
28


	
Group 5 Subordinate Prepayment Percentage

	
28


	
Group 5-A Certificates

	
29


	
Indirect DTC Participants

	
29


	
Initial Custodial Agreement

	
29


	
Initial Custodian

	
29


	
Insurance Proceeds

	
29


	
Interest Distribution Amount

	
29


	
Interest Transfer Amount

	
29


	
Investment Account

	
29


	
Investment Depository

	
29


	
Junior Subordinate Certificates

	
29


	
Last Scheduled Distribution Date

	
30


	
Liquidated Mortgage Loan

	
30


	
Liquidation Principal

	
30


	
Liquidation Proceeds

	
30


	
Loan Group

	
30


	
Loan Group 1

	
30


	
Loan Group 2

	
30


	
Loan Group 3

	
30


	
Loan Group 4

	
30


	
Loan Group 5

	
30


	
Lowest Class B Owner

	
30


	
MERS

	
30


	
MERS Loan

	
30


	
MERS® System

	
30


	
MIN

	
31


	
MOM Loan

	
31


	
Monthly P&I Advance

	
31


	
Monthly Payment

	
31


	
Moody’s

	
31


	
Mortgage

	
31


	
Mortgage File

	
31


	
Mortgage Interest Rate

	
34


	
Mortgage Loan Purchase Agreement

	
34


	
Mortgage Loan Schedule

	
34


	
Mortgage Loans

	
34


	
Mortgage Note

	
34


	
Mortgage Pool

	
35


	
Mortgage Pool Assets

	
35


	
Mortgaged Property

	
35


	
Mortgagor

	
35


	
Nonrecoverable Advance

	
35


	
Non-U.S. Person

	
35


	
Notice Addresses

	
35


	
OTS

	
36


	
Officer’s Certificate

	
36


	
Opinion of Counsel

	
36


	
Original Trust Agreement

	
36


	
Overcollateralized Group

	
36


	
Ownership Interest

	
36


	
Pass-Through Entity

	
36


	
Pass-Through Rate

	
36


	
Paying Agent

	
37


	
Payoff

	
37


	
Payoff Earnings

	
37


	
Payoff Interest

	
37


	
Payoff Period

	
37


	
Percentage Interest

	
37


	
Permitted Transferee

	
38


	
Person

	
38


	
Prepaid Monthly Payment

	
38


	
Prepayment Premium

	
38


	
Primary Insurance Policy

	
39


	
Principal Balance

	
39


	
Principal Payment

	
39


	
Principal Payment Amount

	
39


	
Principal Prepayment

	
39


	
Principal Prepayment Amount

	
40


	
Principal Transfer Amount

	
40


	
Prior Period

	
40


	
Prospectus

	
40


	
Rating Agency

	
40


	
Ratings

	
40


	
Reacquired Mortgage Loan

	
40


	
Realized Loss

	
40


	
Recognition Agreement

	
43


	
Record Date

	
43


	
Recording Documents

	
43


	
Reference Banks

	
43


	
Regular Interests

	
44


	
Regulation AB

	
44


	
Relief Act Shortfall

	
44


	
REMIC

	
44


	
REMIC Provisions

	
44


	
REMIC I

	
44


	
REMIC I Assets

	
44


	
REMIC I Available Distribution Amount

	
44


	
REMIC I Distribution Amount

	
45


	
REMIC I Regular Interests

	
48


	
REMIC II

	
48


	
REMIC II Assets

	
48


	
REMIC II Available Distribution Amount

	
48


	
REMIC II Distribution Amount

	
49


	
REMIC II Regular Interests

	
60


	
Repurchase Price

	
60


	
Repurchase Proceeds

	
60


	
Residual Certificates

	
61


	
Residual Distribution Amount

	
61


	
Responsible Officer

	
61


	
ROV Mortgage Loan

	
61


	
S&P

	
61


	
Secretary of State

	
61


	
Securities Act

	
61


	
Security Agreement

	
62


	
Seller

	
62


	
Senior Certificates

	
62


	
Senior Subordinate Certificates

	
62


	
Servicer

	
62


	
Servicer Business Day

	
62


	
Servicing Fee

	
62


	
Servicing Fee Rate

	
62


	
Servicing Officer

	
62


	
Special Primary Insurance Policy

	
62


	
Special Primary Insurance Premium

	
62


	
Statutory Trust Statute

	
62


	
Step Down Percentage

	
63


	
Streamlined Mortgage Loan

	
63


	
Stripped Interest Rate

	
63


	
Subordinate Certificates

	
63


	
Subordinate Component Balance

	
63


	
Subordinate Liquidation Amount

	
63


	
Subordinate Percentage

	
64


	
Subordinate Principal Distribution Amount

	
64


	
Subordinate Principal Prepayments Distribution Amount

	
65


	
Subordination Level

	
65


	
Subsequent Recoveries

	
65


	
Substitute Mortgage Loan

	
65


	
Substitution Price

	
65


	
Tax Matters Person

	
66


	
Termination Date

	
66


	
Termination Payment

	
66


	
Total Transfer Amount

	
66


	
Transfer

	
66


	
Transferee

	
66


	
Transferee Affidavit and Agreement

	
66


	
Trust

	
66


	
Trustee

	
66


	
Uncollected Interest

	
67


	
Uncompensated Interest Shortfall

	
67


	
Undercollateralized Group

	
68


	
Underwriter

	
68


	
Uninsured Cause

	
68


	
U.S. Person

	
68


	
VA

	
69


	
Withdrawal Date

	
69


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

	
69


	
Section 2.01  Creation of the Trust

	
69


	
Section 2.02  Restrictions on Activities of the Trust

	
70


	
Section 2.03  Separateness Requirements

	
71


	
Section 2.04  Conveyance of Mortgage Pool Assets; Security Interest

	
72


	
Section 2.05  Delivery of Mortgage Files

	
73


	
Section 2.06  REMIC Election for REMIC I

	
74


	
Section 2.07  Acceptance by Trustee

	
76


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

	
77


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

	
79


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

	
80


	
Section 2.11  Acknowledgment of Transfer of Mortgage Pool Assets

	
80


	
Section 2.12  Conveyance of REMIC II Assets; Security Interest

	
81


	
Section 2.13  REMIC Election for REMIC II

	
82


	
Section 2.14  Acknowledgement of Transfer of REMIC II Assets

	
83


	
Section 2.15  Conveyance of Class PPP-M Regular Interest; Security Interest

	
83


	
Section 2.16  Acknowledgement of Transfer of Class PPP-M Regular Interest

	
84


	
Section 2.17  Legal Title

	
84


	
Section 2.18  Compliance with ERISA Requirements

	
84


	
Section 2.19  Additional Representation Concerning the Mortgage Loans

	
84


	
ARTICLE III  Administration and Servicing of Mortgage Loans

	
84


	
Section 3.01  The Servicer

	
84


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

	
87


	
Section 3.03  The Investment Account; Eligible Investments

	
88


	
Section 3.04  The Certificate Account

	
88


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

	
89


	
Section 3.06  Maintenance of Primary Insurance Policies; Collections Thereunder

	
91


	
Section 3.07  Maintenance of Hazard Insurance

	
91


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

	
92


	
Section 3.09  Realization Upon Defaulted Mortgage Loans

	
92


	
Section 3.10  Trustee to Cooperate; Release of Mortgage Files

	
95


	
Section 3.11  Compensation to the Servicer

	
95


	
Section 3.12  [Reserved.]

	
95


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

	
96


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

	
97


	
Section 3.15  [Reserved.]

	
97


	
Section 3.16  [Reserved.]

	
97


	
Section 3.17  [Reserved.]

	
97


	
Section 3.18  [Reserved.]

	
97


	
Section 3.19  [Reserved.]

	
97


	
Section 3.20  Assigned Prepayment Premiums 

	
97


	
ARTICLE IV  Payments to Certificateholders; Payment of Expenses

	
99


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

	
99


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

	
99


	
Section 4.03  Nonrecoverable Advances

	
101


	
Section 4.04  Distributions to Certificateholders; Payment of Special Primary Insurance Premiums

	
101


	
Section 4.05  Statements to Certificateholders

	
102


	
ARTICLE V  The Certificates

	
103


	
Section 5.01  The Certificates

	
103


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

	
109


	
Section 5.03  Registration of Transfer and Exchange of Certificates

	
110


	
Section 5.04  Mutilated, Destroyed, Lost or Stolen Certificates

	
110


	
Section 5.05  Persons Deemed Owners

	
111


	
Section 5.06  [Reserved.]

	
111


	
Section 5.07  Book-Entry for Book-Entry Certificates

	
111


	
Section 5.08  Notices to Clearing Agency

	
112


	
Section 5.09  Definitive Certificates

	
112


	
Section 5.10  Office for Transfer of Certificates

	
113


	
Section 5.11  Nature of Certificates

	
113


	
ARTICLE VI  The Company and the Servicer

	
113


	
Section 6.01  Liability of the Company and the Servicer

	
113


	
Section 6.02  Merger or Consolidation of the Company or the Servicer

	
113


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

	
113


	
Section 6.04  Neither the Company nor the Servicer May Resign

	
114


	
Section 6.05  Trustee Access 

	
114


	
ARTICLE VII  Default

	
115


	
Section 7.01  Events of Default

	
115


	
Section 7.02  Trustee to Act; Appointment of Successor

	
117


	
Section 7.03  Notification to Certificateholders

	
118


	
ARTICLE VIII  Concerning the Trustees

	
118


	
Section 8.01  Duties of Trustees

	
118


	
Section 8.02  Certain Matters Affecting the Trustees

	
119


	
Section 8.03  Trustees Not Liable for Certificates or Mortgage Loans

	
121


	
Section 8.04  Trustees May Own Certificates

	
121


	
Section 8.05  The Servicer to Pay Trustees’ Fees and Expenses

	
121


	
Section 8.06  Eligibility Requirements for Trustees

	
122


	
Section 8.07  Resignation and Removal of Trustees

	
122


	
Section 8.08  Successor Trustee

	
123


	
Section 8.09  Merger or Consolidation of Trustee

	
123


	
Section 8.10  Appointment of Co-Trustee or Separate Trustee

	
123


	
Section 8.11  Authenticating Agents

	
125


	
Section 8.12  Paying Agents

	
125


	
Section 8.13  Duties of Delaware Trustee

	
126


	
Section 8.14  Amendment to Certificate of Trust

	
127


	
Section 8.15  [Reserved.]

	
127


	
Section 8.16  Trustees Act on Behalf of Trust

	
127


	
Section 8.17  Limitation of Liability

	
127


	
Section 8.18  Trustee Report on Assessment of Compliance with Servicing Criteria

	
127


	
ARTICLE IX  Termination

	
127


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

	
127


	
Section 9.02  Additional Termination Requirements

	
130


	
Section 9.03  Trust Irrevocable

	
131


	
ARTICLE X  Miscellaneous Provisions

	
131


	
Section 10.01  Amendment

	
131


	
Section 10.02  Recordation of Agreement

	
132


	
Section 10.03  Limitation on Rights of Certificateholders

	
132


	
Section 10.04  Access to List of Certificateholders

	
133


	
Section 10.05  Governing Law

	
134


	
Section 10.06  Notices

	
134


	
Section 10.07  Compliance With Regulation AB

	
134


	
Section 10.08  Severability of Provisions

	
134


	
Section 10.09  Counterpart Signatures

	
135


	
Section 10.10  Benefits of Agreement

	
135


	
Section 10.11  Notices and Copies to Rating Agencies

	
135


	
Section 10.12  Covenant Not to Place Trust Into Bankruptcy

	
136


	
Section 10.13  Covenant Not to Place Company Into Bankruptcy

	
136





 


 





 


	
Appendix 1

	
Definition of Class C-Y Principal Reduction Amounts


	
Exhibit A

	
Form of Certificates (other than Class R Certificates)


	
Exhibit B

	
Form of Class R Certificates


	
Exhibit C

	
[Reserved]


	
Exhibit D-1

	
Mortgage Loan Schedule


	
Exhibit D-2

	
Supplemental Mortgage Loan Schedule


	
Exhibit E

	
[Reserved]


	
Exhibit F

	
Form of Transferor Certificate For Junior Subordinate Certificates


	
Exhibit G

	
Form of Transferee’s Agreement For Junior Subordinate Certificates


	
Exhibit H

	
Form of Additional Matter Incorporated Into the Certificates


	
Exhibit I

	
Transferor Certificate


	
Exhibit J

	
Transferee Affidavit And Agreement


	
Exhibit K

	
Form of Certificate Insurance Policy


	
Exhibit L

	
Form of Investment Letter


	
Exhibit M

	
Form of Trustee’s Certification Pursuant to Section 2.07


	
Exhibit N

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


	
Exhibit O

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





 








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


PRELIMINARY STATEMENT


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



The Certificates issued hereunder, other than the Junior Subordinate Certificates and the Class PPP Certificates, have been offered for sale pursuant to a Prospectus, dated
January 6, 2006, and a Prospectus Supplement, dated March 27, 2006, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates and the Class PPP Certificates have been offered for sale pursuant to a Private Placement
Memorandum, dated March 29, 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



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

	
 

	
Type of Interest


	
 

	
Certificate Interest Rate (1)


	
 

	
Initial Class Principal Balance


	
 

	
Final Maturity Date*



	
Class C-Y-1

	
 

	
Regular

	
 

	
6.000%

	
 

	
$       237,230.39

	
 

	
April 2036


	
Class C-Y-2

	
 

	
Regular

	
 

	
6.500%

	
 

	
110,997.16

	
 

	
March 2036


	
Class C-Y-3

	
 

	
Regular

	
 

	
5.750%

	
 

	
25,497.73

	
 

	
March 2021


	
Class C-Z-1

	
 

	
Regular

	
 

	
6.000%

	
 

	
263,542,954.79

	
 

	
April 2036


	
Class C-Z-2

	
 

	
Regular

	
 

	
6.500%

	
 

	
223,830,563.89

	
 

	
March 2036


	
Class C-Z-3

	
 

	
Regular

	
 

	
5.750%

	
 

	
50,969,960.25

	
 

	
March 2021


	
Class C-X-M

	
 

	
Regular

	
 

	
6.500%(2)

	
 

	
-----

	
 

	
April 2036


	
Class C-P-M

	
 

	
Regular

	
 

	
(3)

	
 

	
3,196,733.25

	
 

	
April 2036


	
Class R-1†

	
 

	
Residual

	
 

	
6.000%

	
 

	
100.00

	
 

	
April 2036


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


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





	
 


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





	
 


	
(1)           Interest distributed to the REMIC I Regular Interests (other than the Class
C-P-M Regular Interest, which shall not be entitled to receive any distributions of interest) and the Class R-1 Residual Interest on each Distribution Date will have accrued at the applicable per annum Certificate Interest Rate on the applicable Class Principal
Balance or Class Notional Amount outstanding immediately before such Distribution Date.





	
 


	
(2)           The Class C-X-M Regular Interest shall accrue interest on the Class C-X Notional Amount.  The Class C-X-M Regular Interest shall not be entitled to receive any distributions of principal.





	
 


	
(3)           The Class C-P-M Regular Interest
shall not be entitled to receive any distributions of interest.

	
 


										






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









 


REMIC II Interests



	
 

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


	
 

	
Type of Interest


	
 

	
Certificate Interest Rate (1)


	
 

	
Initial Class Principal Balance


	
 

	
Final Maturity Date*



	
 

	
Class 1-A-1

	
 

	
Regular

	
 

	
6.000%

	
 

	
$144,925,600.00

	
 

	
April 2036


	
 

	
Class 1-A-2

	
 

	
Regular

	
 

	
6.000%

	
 

	
5,646,400.00

	
 

	
April 2036


	
 

	
Class 2-A

	
 

	
Regular

	
 

	
6.500%

	
 

	
90,490,000.00

	
 

	
April 2036


	
 

	
Class 3-CB-1

	
 

	
Regular

	
 

	
6.000%

	
 

	
10,696,600.00

	
 

	
April 2036


	
 

	
Class 3-CB-2

	
 

	
Regular

	
 

	
6.000%

	
 

	
38,602,000.00

	
 

	
April 2036


	
 

	
Class 3-CB-3

	
 

	
Regular

	
 

	
6.000%

	
 

	
2,757,800.00

	
 

	
April 2036


	
 

	
Class 3-CB-4

	
 

	
Regular

	
 

	
6.000%

	
 

	
38,178,300.00

	
 

	
April 2036


	
 

	
Class 3-CB-5

	
 

	
Regular

	
 

	
6.000%

	
 

	
5,986,700.00

	
 

	
April 2036


	
 

	
Class 3-CB-6

	
 

	
Regular

	
 

	
6.000%

	
 

	
416,800.00

	
 

	
April 2036


	
 

	
Class 4-CB

	
 

	
Regular

	
 

	
6.500%

	
 

	
119,419,000.00

	
 

	
April 2036


	
 

	
Class 5-A-1

	
 

	
Regular

	
 

	
6.000%

	
 

	
22,074,200.00

	
 

	
April 2036


	
 

	
Class 5-A-2

	
 

	
Regular

	
 

	
5.500%

	
 

	
23,864,000.00

	
 

	
April 2036


	
 

	
Class 5-A-3

	
 

	
Regular

	
 

	
6.000%

	
 

	
1,789,800.00

	
 

	
April 2036


	
 

	
Class C-X

	
 

	
Regular

	
 

	
6.500%(2)

	
 

	
-----

	
 

	
April 2036


	
 

	
Class C-P

	
 

	
Regular

	
 

	
(3)

	
 

	
3,196,733.00

	
 

	
April 2036


	
 

	
Class B-1

	
 

	
Regular

	
 

	
Variable (4)

	
 

	
14,903,000.00

	
 

	
April 2036


	
 

	
Class B-2

	
 

	
Regular

	
 

	
Variable (4)

	
 

	
6,503,000.00

	
 

	
April 2036


	
 

	
Class B-3

	
 

	
Regular

	
 

	
Variable (4)

	
 

	
3,793,000.00

	
 

	
April 2036


	
 

	
Class B-4

	
 

	
Regular

	
 

	
Variable (4)

	
 

	
3,522,000.00

	
 

	
April 2036


	
 

	
Class B-5

	
 

	
Regular

	
 

	
Variable (4)

	
 

	
2,981,000.00

	
 

	
April 2036


	
 

	
Class B-6

	
 

	
Regular

	
 

	
Variable (4)

	
 

	
2,167,904.21

	
 

	
April 2036


	
 

	
Class PPP-M

	
 

	
Regular

	
 

	
6.000%

	
 

	
100.00

	
 

	
April 2036


	
 

	
Class R-2 (5)

	
 

	
Residual

	
 

	
-----

	
 

	
-----

	
 

	
April 2036


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


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





	
 


	
(1)           Interest distributed on each Distribution Date to the Certificates (other than
the Class C-P Certificates, which shall not be entitled to receive any distributions of interest) and the Class PPP-M Regular Interest will have accrued at the applicable per annum Certificate Interest Rate on the applicable Class Principal Balance or Class Notional
Amount outstanding immediately before such Distribution Date.





	
 


	
(2)           The Class C-X Certificates shall accrue interest on the
Class C-X Notional Amount.  The Class C-X Certificates shall not be entitled to receive any distributions of principal.





	
 


	
(3)           The Class C-P Certificates shall not be entitled to receive
any distributions of interest.





	
 


	
(4)           The Certificate Interest Rate for each Class of the Class B
Certificates shall equal, on any Distribution Date, the weighted average of the Certificate Interest Rates for the Class C-Y-1, Class C-Y-2 and Class C-Y-3 Regular Interests.





	
 


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





	
 


	
 

	
 


											





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


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


In addition, the Trust will issue the Class PPP Certificates, which will represent ownership of (x) the Class PPP-M Regular Interest and (y) the rights specified in the third paragraph of Section
4.04(a).


As of the Cut-Off Date, the Mortgage Loans have an aggregate Principal Balance of $541,914,037.46 and, as of the Closing Date, the Certificates have an Aggregate Certificate Principal Balance of
$541,914,037.21.










W I T N E S S E T H :


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


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


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


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


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


WHEREAS, it is the intention of the Company, the Servicer, the Trustee and the Delaware Trustee that the Trust created by this Agreement constitute a statutory trust under the Statutory Trust Statute, that
this Agreement constitute the governing instrument of the Trust, and that this Agreement amend and restate the Original Trust Agreement;


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


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


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:


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


Agreement: The meaning specified in the introductory paragraph hereof.


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


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


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


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


Authorized Denomination: With respect to each Class of Certificates (other than the Class C-X, Class PPP and Class R Certificates), an initial Certificate Principal Balance equal
to $25,000 and multiples of $1 in excess thereof, except that one Certificate of each Class of the Junior Subordinate Certificates may be issued in an amount that is not an integral multiple of $1.  With respect to the Class C-X Certificates, a Class Notional
Amount as of the Cut-Off Date equal to $100,000 and multiples of $1 in excess thereof.  With respect to the Class R Certificates, one Certificate with a Percentage Interest equal to 0.01% and one Certificate with a Percentage Interest equal to 99.99%. With
respect to the Class PPP Certificates, a Class Notional Amount as of the Cut-Off Date equal to $25,000,000 and multiples of $1 in excess thereof.


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


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


Carry-Forward Subsequent Recoveries Amount: For any Distribution Date and any Loan Group, 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 Subordinate Certificates 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 “Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-3 Trust Certificate Account,” or any
other account serving a similar function acceptable to the Rating Agencies. Funds in the Certificate Account may be invested in Eligible Investments pursuant to Section 3.04(d) and reinvestment earnings thereon shall be paid to the Servicer as additional servicing
compensation. Funds deposited in the Certificate Account (exclusive of the Servicing Fee) shall be held in trust for the Certificateholders and for the uses and purposes set forth in Section 2.01, Section 3.04, Section 3.05, Section 4.01 and Section 4.04.


Certificate Group: The Group 1 Certificates, Group 2 Certificates, Group 3 Certificates, Group 4 Certificates or Group 5 Certificates, as applicable.


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


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


Certificate of Trust: The certificate of trust filed with respect to the Trust with the Secretary of State in accordance with Section 3810(a) of the Statutory Trust Statute.


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


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


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


In addition to their right to receive payments from the REMIC II Available Distribution Amount on the Class PPP-M Regular Interest, the Class PPP Certificates shall be entitled to receive payments, if any,
as specified in the third paragraph of Section 4.04(a).


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


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


Class 1-P Fraction: For each Class 1-P Mortgage Loan, a fraction, the numerator of which is 6.000% less the Pass-Through Rate on such Class 1-P Mortgage Loan and the denominator
of which is 6.000%.


Class 1-P Mortgage Loan: Any Group 1 Loan with a Pass-Through Rate of less than 6.000% per annum.


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


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


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


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


Class 3-CB-4 Certificates: The Certificates designated as “Class 3-CB-4” on the face thereof in substantially the form attached hereto as Exhibit A.


Class 3-CB-5 Certificates: The Certificates designated as “Class 3-CB-5” on the face thereof in substantially the form attached hereto as Exhibit A.


Class 3-CB-6 Certificates: The Certificates designated as “Class 3-CB-6” on the face thereof in substantially the form attached hereto as Exhibit A.


Class 3-P Fraction: For each Class 3-P Mortgage Loan, a fraction, the numerator of which is 6.000% less the Pass-Through Rate on such Class 3-P Mortgage Loan and the denominator
of which is 6.000%.


Class 3-P Mortgage Loan: Any Group 3 Loan with a Pass-Through Rate of less than 6.000% per annum.


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


Class 4-P Fraction: For each Class 4-P Mortgage Loan, a fraction, the numerator of which is 6.500% less the Pass-Through Rate on such Class 4-P Mortgage Loan and the denominator
of which is 6.500%.


Class 4-P Mortgage Loan: Any Group 4 Loan with a Pass-Through Rate of less than 6.500% per annum.


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


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


Class 5-A-3 Certificates: The Certificates designated as “Class 5-A-3” on the face thereof in substantially the form attached hereto as Exhibit A.


Class 5-P Fraction: For each Class 5-P Mortgage Loan, a fraction, the numerator of which is 5.750% less the Pass-Through Rate on such Class 5-P Mortgage Loan and the denominator
of which is 5.750%.


Class 5-P Mortgage Loan: Any Group 5 Loan with a Pass-Through Rate of less than 5.750% per annum.


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


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


Class B Percentage: For any date of determination, the aggregate Class Principal Balance of the Class B Certificates divided by the then outstanding aggregate Principal Balance of
the Mortgage Loans.


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


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


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


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


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


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


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


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


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


Class C-X Notional Amount: With respect to any Distribution Date, the product of (x) the aggregate scheduled principal balance, as of the second preceding Due Date (after
giving effect to (i) payments scheduled to be received as of such Due Date, whether or not received, and (ii) except for the first Distribution Date, any Payoffs received on or before the 14th day of the calendar month of such Due Date), or with respect to the
initial Distribution Date, as of the Cut-Off Date, of the Group 1 Premium Rate Mortgage Loans, the Group 2 Premium Rate Mortgage Loans, the Group 3 Premium Rate Mortgage Loans, the Group 4 Premium Rate Mortgage Loans and the Group 5 Premium Rate Mortgage Loans and
(y) a fraction, the numerator of which is the weighted average of the Stripped Interest Rates for the Group 1 Premium Rate Mortgage Loans, the Group 2 Premium Rate Mortgage Loans, the Group 3 Premium Rate Mortgage Loans, the Group 4 Premium Rate Mortgage Loans and
the Group 5 Premium Rate Mortgage Loans as of such Due Date and the denominator of which is 6.500%.


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


Class C-Y Principal Reduction Amounts:  For any Distribution Date, the amounts by which the Class Principal Balances of the Class C-Y-1, Class C-Y-2 and Class C-Y-3
Regular Interests, respectively, will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as described in Appendix 1.


Class C-Y Regular Interests: The Class C-Y-1, Class C-Y-2 and Class C-Y-3 Regular Interests.


Class C-Y-1 Principal Distribution Amount:  For any Distribution Date, the excess, if any, of the Class C-Y-1 Principal Reduction Amount for such Distribution Date
over the principal portion of Realized Losses allocated to the Class C-Y-1 Regular Interest on such Distribution Date.


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


Class C-Y-2 Principal Distribution Amount:  For any Distribution Date, the excess, if any, of the Class C-Y-2 Principal Reduction Amount for such Distribution Date
over the principal portion of Realized Losses allocated to the Class C-Y-2 Regular Interest on such Distribution Date.


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


Class C-Y-3 Principal Distribution Amount:  For any Distribution Date, the excess, if any, of the Class C-Y-3 Principal Reduction Amount for such Distribution Date
over the principal portion of Realized Losses allocated to the Class C-Y-3 Regular Interest on such Distribution Date.


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


Class C-Z Principal Reduction Amounts: For any Distribution Date, the amounts by which the Class Principal Balances of the Class C-Z-1, Class C-Z-2 and Class C-Z-3 Regular
Interests, respectively, will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal, which shall be in each case the excess of (A) the sum of (x) the excess of the REMIC I Available Distribution Amount for the
related Loan Group or Groups (i.e. the “related Loan Groups” for the Class C-Z-1 Regular Interest are Loan Group 1 and Loan Group 3, the “related Loan Groups” for the Class C-Z-2 Regular Interest are Loan Group 2 and Loan Group 4 and the
“related Loan Group” for the Class C-Z-3 Regular Interest is Loan Group 5) over the sum of the amounts thereof distributable (i) in the case of each Loan Group, to the Class C-X-M and Class C-P-M Regular Interests, (ii) in respect of interest on such
Class C-Z Regular Interest and the related Class C-Y Regular Interest, (iii) to such Class C-Z Regular Interest and the related Class C-Y Regular Interest pursuant to clause (d)(ii) of the definition of “REMIC I Distribution Amount” and (iv) in the case
of Loan Group 1, to the Class R-1 Residual Interest and (y) the amount of Realized Losses allocable to principal for the related Loan Group or Groups (reduced, in the case of each Loan Group, by the amount allocable to the Class C-P-M Regular Interest) over (B) the
Class C-Y Principal Reduction Amount for the related Loan Group or Groups.


Class C-Z Regular Interests: The Class C-Z-1, Class C-Z-2 and Class C-Z-3 Regular Interests.


Class C-Z-1 Principal Distribution Amount For any Distribution Date, the excess, if any, of the Class C-Z-1 Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the Class C-Z-1 Regular Interest on such Distribution Date.


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


Class C-Z-2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the Class C-Z-2 Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the Class C-Z-2 Regular Interest on such Distribution Date.


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


Class C-Z-3 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the Class C-Z-3 Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the Class C-Z-3 Regular Interest on such Distribution Date.


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


Class Notional Amount:  With respect to the Class C-X Certificates and the Class C-X and Class C-X-M Regular Interests, the related notional amount for such Class, as
specified herein (e.g., the “Class Notional Amount” for the Class C-X Certificates and the Class C-X and Class C-X-M Regular Interests is the Class C-X Notional Amount). With respect to the Class PPP Certificates and the Class PPP-M Regular Interest, the
Class PPP Notional Amount.


Class P Fraction: Any Class 1-P, Class 3-P, Class 4-P or Class 5-P Fraction, as applicable.


Class P Mortgage Loan: Any of the Class 1-P, Class 3-P, Class 4-P or Class 5-P Mortgage Loans.


Class P-M Regular Interests: The Class C-P-M Regular Interest.


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


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


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


Class 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 the Holders of
such Class from principal payments on the Mortgage Loans or the REMIC I Regular Interests, as applicable, as reduced from time to time by (x) distributions of principal to the Holders of such Class and (y) the portion of Realized Losses allocated to the Class
Principal Balance of such Class pursuant to the definition of “Realized Loss” (including amounts allocated as losses to the Class B Certificates pursuant to the fourth paragraph of the definition of “Realized Loss”) with respect to a given
Distribution Date. For any Distribution Date, the reduction of the Class Principal Balance of any Class of REMIC I or REMIC II Regular Interests pursuant to the definition of “Realized Loss” shall be deemed effective after the determination and
distribution of principal on such Class pursuant to the definitions of “REMIC I Distribution Amount” and “REMIC II Distribution Amount.”


Notwithstanding the foregoing, (A) any amounts distributed in respect of Realized Losses pursuant to paragraph (I)(f)(i) or (I)(f)(ii) of the definition of “REMIC II Distribution Amount” shall
not cause a reduction in the Class Principal Balance of the Class C-P Certificates and (B) any amounts distributed in respect of principal losses pursuant to paragraph (I)(f)(xxi), (II)(a)(vi), (II)(b)(v), (II)(c)(vi), (II)(d)(vi) or (II)(e)(vi) of the definition of
“REMIC II Distribution Amount” shall not cause a reduction in the Class Principal Balances of the Certificates.


In addition to the foregoing, on each Distribution Date, the Class Principal Balance of the Class of Class B Certificates with the lowest priority then outstanding shall be
increased by an amount, for each Loan Group, equal to the lesser of (i) the Subsequent Recoveries for such Distribution Date for such Loan Group and (ii) the amount of Realized Losses for Mortgage Loans in such Loan Group 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 respect of Subsequent Recoveries for such Loan Group).


The Class Principal Balance for the Class 1-A-1 Certificates shall be referred to as the “Class 1-A-1 Principal Balance,” the Class Principal Balance for the Class
1-A-2 Certificates shall be referred to as the “Class 1-A-2 Principal Balance” and so on.  The Class Principal Balance for the Class C-X Certificates and the Class C-X-M Regular Interest shall be
zero.


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 and Section 2.13, respectively, 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 2.13.


Class X-M Regular Interests: The Class C-X-M Regular Interest.


Clean-Up Call Percentage: 10%.


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


Closing Date: March 29, 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.


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 1625, Chicago, Illinois, 60603, Attention: Global Securities and Trust Services – WMALT Series 2006-3.


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.


Credit Support Depletion Date: The first Distribution Date on which the aggregate Class Principal Balance of the Class 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.


Cumulative Carry-Forward Subsequent Recoveries Amount: For any Distribution Date and any Loan Group, 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 approved by the Servicer such that the rights of the Servicer, the Trustee, the Trust, the Delaware Trustee and the Certificateholders thereto shall be fully protected against the claims of any
creditors or depositors of the institution in which such account is maintained, (b) within FDIC insured accounts (or other accounts with comparable insurance coverage acceptable to the Rating Agencies) created, maintained and monitored by the Servicer or (c) as a
separate account at an Eligible Institution. In the event that a Custodial Account for P&I is established pursuant to clause (b) of the preceding sentence, amounts held in such Custodial Account for P&I shall not exceed the level of deposit insurance coverage
on such account; accordingly, more than one Custodial Account for P&I may be established. In the event that a Custodial Account for P&I is established pursuant to clause (c) it shall be entitled "[Name of Servicer] in trust for holders of Washington Mutual
Mortgage Pass-Through Certificates, WMALT Series 2006-3."


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


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


Cut-Off Date: March 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 March 28, 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 later than the 10th day preceding a related Distribution Date, as determined by the Servicer.


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


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


DTC: The Depository Trust Company.


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


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


Eligible Institution: An institution having (i) the highest short-term debt rating, and one of the two highest long-term debt ratings, of the Rating Agencies, (ii) with respect to
any Custodial Account for P&I, an unsecured long-term debt rating of at least one of the two highest unsecured long-term debt ratings of the Rating Agencies, (iii) with respect to any Buydown Fund Account or Custodial Account which also serves as a Buydown Fund
Account, the highest unsecured long-term debt rating by the Rating Agencies, or (iv) the approval of the Rating Agencies. Notwithstanding the foregoing, Washington Mutual Bank shall be an “Eligible Institution” if the following conditions are satisfied:
(i) Washington Mutual Bank is acting as Servicer, (ii) if S&P is a Rating Agency as defined herein, the long-term unsecured debt obligations of Washington Mutual Bank are rated no lower than “A-” by S&P and the short-term unsecured debt
obligations of Washington Mutual Bank are rated no lower than “A-2” by S&P, (iii) if Fitch is a Rating Agency as defined herein, the long-term unsecured debt obligations of Washington Mutual Bank are rated no lower than “A” by Fitch and
the short-term unsecured debt obligations of Washington Mutual Bank are rated no lower than “F1” by Fitch and (iv) if Moody’s is a Rating Agency as defined herein, the long-term unsecured debt obligations of Washington Mutual Bank are rated no lower
than “A2” by Moody’s and the short-term unsecured debt obligations of Washington Mutual Bank are rated no lower than “P-1” by Moody’s; provided, that if the long-term or short-term unsecured debt obligations of Washington
Mutual Bank are downgraded by any of the Rating Agencies to a rating lower than the applicable rating specified in this sentence, Washington Mutual Bank shall cease to be an “Eligible Institution” ten Business Days after it receives notification of such
downgrade.


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



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



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



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



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



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



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



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


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


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


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


ERISA Restricted Certificate: Any Senior Subordinate Certificate.


Event of Default: The meaning specified in Section 7.01.


Excess Liquidation Proceeds: With respect to any Distribution Date, the sum of (i) the excess, if any, of aggregate Liquidation Proceeds and Insurance Proceeds received 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 any Loan Group 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 for such Distribution Date for such Loan Group.


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


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


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


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


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 Certificates.


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


Group 1 Premium Rate Mortgage Loans:  The Group 1 Loans having Pass-Through Rates greater than or equal to 6.000% per annum.


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 (exclusive of the Class 1-P Fraction thereof, with respect to any Class 1-P Mortgage Loan) 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 for such Distribution Date.


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 Certificates divided by the aggregate
Principal Balance of the Group 1 Loans (exclusive of the Class 1-P Fraction thereof with respect to any Class 1-P Mortgage Loan), in each case immediately before such Distribution Date.


Group 1 Senior Prepayment Percentage, Group 2 Senior Prepayment Percentage, Group 3 Senior Prepayment Percentage, Group 4 Senior Prepayment Percentage or Group 5 Senior Prepayment
Percentage: For any Distribution Date, each of the Group 1 Senior Prepayment Percentage, Group 2 Senior Prepayment Percentage, Group 3 Senior Prepayment Percentage, Group 4 Senior Prepayment Percentage and Group 5 Senior Prepayment Percentage
shall equal 100%, unless (i) the Group 1 Senior Percentage for such Distribution Date is less than or equal to the Group 1 Senior Percentage as of the Closing Date, the Group 2 Senior Percentage for such Distribution Date is less than or equal to the Group 2 Senior
Percentage as of the Closing Date, the Group 3 Senior Percentage for such Distribution Date is less than or equal to the Group 3 Senior Percentage as of the Closing Date, the Group 4 Senior Percentage for such Distribution Date is less than or equal to the Group 4
Senior Percentage as of the Closing Date and the Group 5 Senior Percentage for such Distribution Date is less than or equal to the Group 5 Senior Percentage as of the Closing Date, (ii) such Distribution Date occurs on or after the fifth anniversary of the first
Distribution Date and (iii) the following tests specified in clauses (a) through (h) are met with respect to each of Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 5:



(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 less than or equal to 50% of the Subordinate Component Balance for Loan Group 1 as of
the current Distribution Date,



(b)        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 I) is less than or equal to 50% of the Subordinate Component Balance for Loan Group 2 as of
the current Distribution Date,



(c)        the mean aggregate Principal Balance as of the Distribution Date in each of the immediately preceding six calendar
months of the Group 3 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 less than or equal to 50% of the Subordinate Component Balance for Loan Group 3 as of
the current Distribution Date,



(d)        the mean aggregate Principal Balance as of the Distribution Date in each of the immediately preceding six calendar
months of the Group 4 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 less than or equal to 50% of the Subordinate Component Balance for Loan Group 4 as of
the current Distribution Date,



(e)        the mean aggregate Principal Balance as of the Distribution Date in each of the immediately preceding six calendar
months of the Group 5 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 less than or equal to 50% of the Subordinate Component Balance for Loan Group 5 as of
the current Distribution Date,



(f)         cumulative Realized Losses on the Group 1 Loans allocated to the Class B Certificates, as a percentage of the
Subordinate Component Balance for Loan Group 1 as of the Closing Date, are less than or equal to, for any Distribution Date (1) before the sixth anniversary of the first Distribution Date, 30%, (2) on or after the sixth anniversary but before the seventh anniversary
of the first Distribution Date, 35%, (3) on or after the seventh anniversary but before the eighth anniversary of the first Distribution Date, 40%, (4) on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, 45%, and (5) on
or after the ninth anniversary of the first Distribution Date, 50%,



(g)        cumulative Realized Losses on the Group 2 Loans allocated to the Class B Certificates, as a percentage of the
Subordinate Component Balance for Loan Group 2 as of the Closing Date, are less than or equal to, for any Distribution Date (1) before the sixth anniversary of the first Distribution Date, 30%, (2) on or after the sixth anniversary but before the seventh anniversary
of the first Distribution Date, 35%, (3) on or after the seventh anniversary but before the eighth anniversary of the first Distribution Date, 40%, (4) on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, 45%, and (5) on
or after the ninth anniversary of the first Distribution Date, 50%,



(h)        cumulative Realized Losses on the Group 3 Loans allocated to the Class B Certificates, as a percentage of the
Subordinate Component Balance for Loan Group 3 as of the Closing Date, are less than or equal to, for any Distribution Date (1) before the sixth anniversary of the first Distribution Date, 30%, (2) on or after the sixth anniversary but before the seventh anniversary
of the first Distribution Date, 35%, (3) on or after the seventh anniversary but before the eighth anniversary of the first Distribution Date, 40%, (4) on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, 45%, and (5) on
or after the ninth anniversary of the first Distribution Date, 50%,



(i)         cumulative Realized Losses on the Group 4 Loans allocated to the Class B Certificates, as a percentage of the
Subordinate Component Balance for Loan Group 4 as of the Closing Date, are less than or equal to, for any Distribution Date (1) before the sixth anniversary of the first Distribution Date, 30%, (2) on or after the sixth anniversary but before the seventh anniversary
of the first Distribution Date, 35%, (3) on or after the seventh anniversary but before the eighth anniversary of the first Distribution Date, 40%, (4) on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, 45%, and (5) on
or after the ninth anniversary of the first Distribution Date, 50%, and



(j)         cumulative Realized Losses on the Group 5 Loans allocated to the Class B Certificates, as a percentage of the
Subordinate Component Balance for Loan Group 5 as of the Closing Date, are less than or equal to, for any Distribution Date (1) before the sixth anniversary of the first Distribution Date, 30%, (2) on or after the sixth anniversary but before the seventh anniversary
of the first Distribution Date, 35%, (3) on or after the seventh anniversary but before the eighth anniversary of the first Distribution Date, 40%, (4) on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, 45%, and (5) on
or after the ninth anniversary of the first Distribution Date, 50%,



in which case the Group 1 Senior Prepayment Percentage, Group 2 Senior Prepayment Percentage, Group 3 Senior Prepayment Percentage, Group 4 Senior Prepayment Percentage and Group 5
Senior Prepayment Percentage shall be calculated as follows: (1) for any such Distribution Date on or after the fifth anniversary but before the sixth anniversary of the first Distribution Date, the Group 1 Senior Percentage, Group 2 Senior Percentage, Group 3 Senior
Percentage, Group 4 Senior Percentage or Group 5 Senior Percentage, as applicable, for such Distribution Date plus 70% of the Subordinate Percentage for the related Loan Group for such Distribution Date; (2) for any such Distribution Date on or after the sixth
anniversary but before the seventh anniversary of the first Distribution Date, the Group 1 Senior Percentage, Group 2 Senior Percentage, Group 3 Senior Percentage, Group 4 Senior Percentage or Group 5 Senior Percentage, as applicable, for such Distribution Date plus
60% of the Subordinate Percentage for the related Loan Group for such Distribution Date; (3) 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, Group 2
Senior Percentage, Group 3 Senior Percentage, Group 4 Senior Percentage or Group 5 Senior Percentage, as applicable, for such Distribution Date plus 40% of the Subordinate Percentage for the related Loan Group for such Distribution Date; (4) 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, Group 2 Senior Percentage, Group 3 Senior Percentage, Group 4 Senior Percentage or Group 5 Senior Percentage, as applicable, for
such Distribution Date plus 20% of the Subordinate Percentage for the related Loan Group for such Distribution Date; and (5) for any such Distribution Date thereafter, the Group 1 Senior Percentage, Group 2 Senior Percentage, Group 3 Senior Percentage, Group 4 Senior
Percentage or Group 5 Senior Percentage, as applicable, for such Distribution Date.


If on any Distribution Date the allocation to the Group 1-A, Group 2-A, Group 3-A, Group 4-A or Group 5-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, Group 2 Senior Prepayment Percentage, Group 3 Senior Prepayment Percentage, Group 4 Senior Prepayment Percentage or Group 5 Senior Prepayment Percentage, as applicable, for
such Distribution Date shall be limited to the percentage necessary to reduce such aggregate Class Principal Balance to zero. Notwithstanding the foregoing, however, on each Distribution Date, the Class C-P Certificates shall receive the applicable (i) Class 1-P
Fraction of all principal payments, including, without limitation, Principal Prepayments, received in respect of Class 1-P Mortgage Loans, (ii) Class 3-P Fraction of all principal payments, including, without limitation, Principal Prepayments, received in
respect of Class 3-P Mortgage Loans, (iii) Class 4-P Fraction of all principal payments, including, without limitation, Principal Prepayments, received in respect of Class 4-P Mortgage Loans and (iv) the Class 5-P Fraction of all principal payments, including,
without limitation, Principal Prepayments, received in respect of Class 5-P Mortgage Loans.


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 (exclusive of the portion thereof attributable to principal distributions to the Class C-P Certificates pursuant to clauses (I)(a)(i) and (II)(a)(i) of the definition of “REMIC II Distribution Amount”), (b) the Group 1 Senior Prepayment Percentage
of the Principal Prepayment Amount for Loan Group 1 (exclusive of the portion thereof attributable to principal distributions to the Class C-P Certificates pursuant to clauses (I)(a)(i) and (II)(a)(i) of the definition of “REMIC II Distribution Amount”)
and (c) the Group 1 Senior Liquidation Amount.


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


Group 2 Certificates: The Group 2-A Certificates.


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


Group 2 Premium Rate Mortgage Loans:  The Group 2 Loans having Pass-Through Rates greater than or equal to 6.500% per annum.


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 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 for such Distribution Date.


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: See the definition of “Group 1 Senior Prepayment Percentage, Group 2 Senior Prepayment Percentage, Group 3 Senior Prepayment
Percentage, Group 4 Senior Prepayment Percentage or Group 5 Senior Prepayment Percentage.”


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 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-A Certificates: The Class 2-A Certificates.


Group 3 Certificates: The Group 3-A Certificates.


Group 3 Loans:  The Mortgage Loans designated on the Mortgage Loan Schedule as Group 3 Loans.


Group 3 Lockout Adjusted Percentage: (i) For any Distribution Date occurring before April 2011, 0% and (ii) for any Distribution Date occurring in or after
April 2011, the Group 3 Lockout Percentage.


Group 3 Lockout Liquidation Amount: For any Distribution Date, the aggregate, for each Group 3 Loan which became a Liquidated Mortgage Loan during the Prior
Period, of the lesser of (i) the Group 3 Lockout Adjusted Percentage of the Principal Balance of such Mortgage Loan (exclusive of the Class 3-P Fraction thereof, with respect to any Class 3-P Mortgage Loan)
and (ii) the Group 3
Lockout Adjusted Percentage of the Liquidation Principal with respect to such Mortgage Loan.


Group 3 Lockout Percentage: For any Distribution Date, the lesser of (i) 100% and (ii) the aggregate Class Principal Balance of the Class 3-CB-1 and Class
3-CB-6 Certificates, divided by the aggregate Principal Balance of the Group 3 Loans (exclusive of the Class 3-P Fraction thereof, with respect to any Class 3-P Mortgage Loan), in each case immediately before such Distribution
Date.


Group 3 Lockout Prepayment Percentage: For any Distribution Date, the product of (i) the Group 3 Lockout Percentage and (ii) the Step Down
Percentage.


Group 3 Lockout Priority Amount: For any Distribution Date, the sum of (i) the Group 3 Lockout Adjusted Percentage of the Principal Payment Amount for
Loan Group 3 (exclusive of the portion thereof attributable to principal distributions to the Class C-P Certificates pursuant to clauses (I)(c)(i) and (II)(c)(i) of the definition of “REMIC II Distribution Amount”),
(ii) the Group 3 Lockout Prepayment Percentage of the Principal Prepayment Amount for Loan Group 3 (exclusive of the portion thereof attributable to principal distributions to the Class C-P Certificates pursuant to clauses (I)(c)(i) and (II)(c)(i) of the
definition of “REMIC II Distribution Amount”) 
and (iii) the Group 3 Lockout Liquidation Amount.


Group 3 Premium Rate Mortgage Loans:  The Group 3 Loans having Pass-Through Rates greater than or equal to 6.000% per annum.


Group 3 Senior Liquidation Amount: For any Distribution Date, the sum of (A) the aggregate, for each Group 3 Loan which became a Liquidated Mortgage Loan during the Prior Period,
of the lesser of: (i) the Group 3 Senior Percentage of the Principal Balance of such Mortgage Loan (exclusive of the Class 3-P Fraction thereof, with respect to any Class 3-P Mortgage Loan) and (ii) the Group 3 Senior Prepayment Percentage of the Liquidation
Principal with respect to such Mortgage Loan and (B) the Group 3 Senior Prepayment Percentage of any Subsequent Recoveries for Loan Group 3 for such Distribution Date.


Group 3 Senior Percentage: For any Distribution Date, the lesser of (i) 100% and (ii) the aggregate Class Principal Balance of the Group 3-A and Residual Certificates, divided by
the aggregate Principal Balance of the Group 3 Loans (exclusive of the Class 3-P Fraction thereof, with respect to any Class 3-P Mortgage Loan), in each case immediately before such Distribution Date.


Group 3 Senior Prepayment Percentage: See the definition of “Group 1 Senior Prepayment Percentage, Group 2 Senior Prepayment Percentage, Group 3 Senior Prepayment
Percentage, Group 4 Senior Prepayment Percentage or Group 5 Senior Prepayment Percentage.”


Group 3 Senior Principal Distribution Amount: For any Distribution Date, an amount equal to the sum of (a) the Group 3 Senior Percentage of the Principal Payment Amount for Loan
Group 3 (exclusive of the portion thereof attributable to principal distributions to the Class C-P Certificates pursuant to clauses (I)(c)(i) and (II)(c)(i) of the definition of “REMIC II Distribution Amount”), (b) the Group 3 Senior Prepayment Percentage
of the Principal Prepayment Amount for Loan Group 3 (exclusive of the portion thereof attributable to principal distributions to the Class C-P Certificates pursuant to clauses (I)(c)(i) and (II)(c)(i) of the definition of “REMIC II Distribution Amount”)
and (c) the Group 3 Senior Liquidation Amount.


Group 3 Subordinate Percentage: For any Distribution Date, the excess of 100% over the Group 3 Senior Percentage for such date.


Group 3 Subordinate Prepayment Percentage: For any Distribution Date, the excess of 100% over the Group 3 Senior Prepayment Percentage for such Distribution Date; provided,
however, that if the aggregate Class Principal Balance of the Group 3-A and Residual Certificates has been reduced to zero, then the Group 3 Subordinate Prepayment Percentage shall equal 100%.


Group 3-A Certificates: The Class 3-CB-1, Class 3-CB-2, Class 3-CB-3, Class 3-CB-4, Class 3-CB-5, Class 3-CB-6 and Class PPP Certificates.


Group 4 Certificates: The Group 4-A Certificates.


Group 4 Loans:  The Mortgage Loans designated on the Mortgage Loan Schedule as Group 4 Loans.


Group 4 Premium Rate Mortgage Loans:  The Group 4 Loans having Pass-Through Rates greater than or equal to 6.500% per annum.


Group 4 Senior Liquidation Amount: For any Distribution Date, the sum of (A) the aggregate, for each Group 4 Loan which became a Liquidated Mortgage Loan during the Prior Period,
of the lesser of: (i) the Group 4 Senior Percentage of the Principal Balance of such Mortgage Loan (exclusive of the Class 4-P Fraction thereof, with respect to any Class 4-P Mortgage Loan) and (ii) the Group 4 Senior Prepayment Percentage of the Liquidation
Principal with respect to such Mortgage Loan and (B) the Group 4 Senior Prepayment Percentage of any Subsequent Recoveries for Loan Group 4 for such Distribution Date.


Group 4 Senior Percentage: For any Distribution Date, the lesser of (i) 100% and (ii) the aggregate Class Principal Balance of the Group 4-A Certificates divided by the aggregate
Principal Balance of the Group 4 Loans (exclusive of the Class 4-P Fraction thereof, with respect to any Class 4-P Mortgage Loan), in each case immediately before such Distribution Date.


Group 4 Senior Prepayment Percentage: See the definition of “Group 1 Senior Prepayment Percentage, Group 2 Senior Prepayment Percentage, Group 3 Senior Prepayment
Percentage, Group 4 Senior Prepayment Percentage or Group 5 Senior Prepayment Percentage.”


Group 4 Senior Principal Distribution Amount: For any Distribution Date, an amount equal to the sum of (a) the Group 4 Senior Percentage of the Principal Payment Amount for Loan
Group 4 (exclusive of the portion thereof attributable to principal distributions to the Class C-P Certificates pursuant to clauses (I)(d)(i) and (II)(d)(i) of the definition of “REMIC II Distribution Amount”), (b) the Group 4 Senior Prepayment Percentage
of the Principal Prepayment Amount for Loan Group 4 (exclusive of the portion thereof attributable to principal distributions to the Class C-P Certificates pursuant to clauses (I)(d)(i) and (II)(d)(i) of the definition of “REMIC II Distribution Amount”)
and (c) the Group 4 Senior Liquidation Amount.


Group 4 Subordinate Percentage: For any Distribution Date, the excess of 100% over the Group 4 Senior Percentage for such date.


Group 4 Subordinate Prepayment Percentage: For any Distribution Date, the excess of 100% over the Group 4 Senior Prepayment Percentage for such Distribution Date; provided,
however, that if the aggregate Class Principal Balance of the Group 4-A Certificates has been reduced to zero, then the Group 4 Subordinate Prepayment Percentage shall equal 100%.


Group 4-A Certificates: The Class 4-CB Certificates.


Group 5 Certificates: The Group 5-A Certificates.


Group 5 Loans:  The Mortgage Loans designated on the Mortgage Loan Schedule as Group 5 Loans.


Group 5 Premium Rate Mortgage Loans:  The Group 5 Loans having Pass-Through Rates greater than or equal to 5.750% per annum.


Group 5 Senior Liquidation Amount: For any Distribution Date, the sum of (A) the aggregate, for each Group 5 Loan which became a Liquidated Mortgage Loan during the Prior Period,
of the lesser of: (i) the Group 5 Senior Percentage of the Principal Balance of such Mortgage Loan (exclusive of the Class 5-P Fraction thereof, with respect to any Class 5-P Mortgage Loan) and (ii) the Group 5 Senior Prepayment Percentage of the Liquidation
Principal with respect to such Mortgage Loan and (B) the Group 5 Senior Prepayment Percentage of any Subsequent Recoveries for Loan Group 5 for such Distribution Date.


Group 5 Senior Percentage: For any Distribution Date, the lesser of (i) 100% and (ii) the aggregate Class Principal Balance of the Group 5-A Certificates divided by the aggregate
Principal Balance of the Group 5 Loans (exclusive of the Class 5-P Fraction thereof, with respect to any Class 5-P Mortgage Loan), in each case immediately before such Distribution Date.


Group 5 Senior Prepayment Percentage: See the definition of “Group 1 Senior Prepayment Percentage, Group 2 Senior Prepayment Percentage, Group 3 Senior Prepayment
Percentage, Group 4 Senior Prepayment Percentage or Group 5 Senior Prepayment Percentage.”


Group 5 Senior Principal Distribution Amount: For any Distribution Date, an amount equal to the sum of (a) the Group 5 Senior Percentage of the Principal Payment Amount for Loan
Group 5 (exclusive of the portion thereof attributable to principal distributions to the Class C-P Certificates pursuant to clauses (I)(e)(i) and (II)(e)(i) of the definition of “REMIC II Distribution Amount”), (b) the Group 5 Senior Prepayment Percentage
of the Principal Prepayment Amount for Loan Group 5 (exclusive of the portion thereof attributable to principal distributions to the Class C-P Certificates pursuant to clauses (I)(e)(i) and (II)(e)(i) of the definition of “REMIC II Distribution Amount”)
and (c) the Group 5 Senior Liquidation Amount.


Group 5 Subordinate Percentage: For any Distribution Date, the excess of 100% over the Group 5 Senior Percentage for such date.


Group 5 Subordinate Prepayment Percentage: For any Distribution Date, the excess of 100% over the Group 5 Senior Prepayment Percentage for such Distribution Date; provided,
however, that if the aggregate Class Principal Balance of the Group 5-A Certificates has been reduced to zero, then the Group 5 Subordinate Prepayment Percentage shall equal 100%.


Group 5-A Certificates: The Class 5-A-1, Class 5-A-2 and Class 5-A-3 Certificates.


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 Certificates, REMIC I Regular Interests and REMIC II Regular Interests and for the Class R-1 Residual
Interest, the amount of interest accrued during the Prior Period, at the related Certificate Interest Rate for such Class for such Distribution Date, on the respective Class Principal Balance or Class Notional Amount immediately before such Distribution Date, reduced
by Uncompensated Interest Shortfall and the interest portion of Realized Losses allocated to such Class on such Distribution Date pursuant to the definitions of “Uncompensated Interest Shortfall” and “Realized Loss,” respectively.  The
computation of interest accrued shall be made on the basis of a 360-day year of twelve 30-day months.  The Interest Distribution Amount for the Class C-P Certificates shall equal zero.


Interest Transfer Amount: On any Distribution Date for an Undercollateralized Group, an amount equal to one month’s interest on the applicable Principal Transfer Amount at
6.000% per annum if the Undercollateralized Group is Loan Group 1 or Loan Group 3, 6.500% per annum if the Undercollateralized Group is Loan Group 2 or Loan Group 4 and at 5.750% per annum if the Undercollateralized Group is Loan Group 5, plus any interest accrued on
the Senior Certificates related to such Undercollateralized Group remaining unpaid from prior Distribution Dates.


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


Last Scheduled Distribution Date: With respect to the Group 1-A, Group 3-A, Class C-P, Class C-X, Class B and Residual Certificates, April 2036. With respect to the Group
2-A and Group 4-A Certificates, March 2036. With respect to the Group 5-A Certificates, March 2021.


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 (exclusive of the portion thereof attributable to distributions to the Class
C-P Certificates pursuant to clauses (I)(a)(i), (I)(c)(i), (I)(d)(i), (I)(e)(i), (II)(a)(i), (II)(c)(i), (II)(d)(i) and (II)(e)(i) of the definition of “REMIC II Distribution Amount”) with respect to each Mortgage Loan which became a Liquidated Mortgage
Loan during the Prior Period (but not in excess of the principal balance thereof).


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


Loan Group: Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 or Loan Group 5, as applicable.


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



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


Loan Group 3: The group of Mortgage Loans comprised of the Group 3 Loans.


Loan Group 4: The group of Mortgage Loans comprised of the Group 4 Loans.


Loan Group 5: The group of Mortgage Loans comprised of the Group 5 Loans.


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


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


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


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


MIN: The Mortgage Identification Number for a MERS Loan.


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


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


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


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


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


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



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



(ii)                The
Buydown Agreement, if applicable;



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



(2)        (x) a copy (which may be in electronic form)
of the Mortgage (which Mortgage, in the case of a MOM Loan, shall set forth the MIN and shall indicate that the Mortgage Loan is a MOM Loan) which represents a true and correct reproduction of the original Mortgage and which has either been certified (i) on the face
thereof by the public recording office in the appropriate jurisdiction in which the Mortgaged Property is located, or (ii) by the originator, the Seller, the Servicer or the escrow or title company which provided closing services in connection with such Mortgage Loan
as a true and correct copy the original of which has been sent for recordation, (y) unless the Mortgage Loan is a MERS Loan, an original assignment of the Mortgage duly executed and acknowledged in recordable form (A) in blank, (B) to the Trustee or (C) to the Trust,
and (z) unless the Mortgage Loan is a MOM Loan, true and correct copies, certified by the applicable county recorder or by the originator, the Seller or the 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 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 Purchase Agreement: The Mortgage Loan Purchase and Sale Agreement, dated as of December 28, 2005, between the Company and Washington Mutual Mortgage Securities
Corp., as supplemented and amended by the Term Sheet, dated the Closing Date, between the Company and Washington Mutual Mortgage Securities Corp. and relating to the Certificates.


Mortgage Loan Schedule: The schedule or schedules, 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 Appraised Value of the property subject to the Mortgage,



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



(v)        the Mortgage Interest Rate under the Mortgage Note,



(vi)       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,



(vii)      the maturity of the Mortgage Note,



(viii)      the Servicing Fee Rate,



(ix)       the applicable term during which a Prepayment Premium, if any, may be imposed on such Mortgage Loan (which shall be
shown on a separate schedule), 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, 1201 Third Avenue, WMT 1706A, 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, 19850 Plummer St. (Mail Stop N070205) Chatsworth, California 91311, Fax No: (818) 775-2815, Attention: Vice President Investor Reporting, with a copy to: Washington Mutual Legal Department, 1201 Third Avenue, WMT 1706,
Seattle, WA 98101, Fax No: (206) 377-6244, Attention: WaMu, and with a copy to Washington Mutual Mortgage Securities Corp., 75 North Fairway Drive, Vernon Hills, Illinois 60061, 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, NY 10004, Attention: Glenn Costello, 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.


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 March 1, 2006, between the Company and the Delaware Trustee, providing for the creation of the Trust.


Overcollateralized Group: Any of Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 or Loan Group 5, if on any Distribution Date such Loan Group is not an
Undercollateralized Group and any other Loan Group is an Undercollateralized Group.


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 Mortgage Interest Rate for such Mortgage Loan less (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 payable to the Servicer as additional servicing compensation.


Payoff Period: For the first Distribution Date, the period from the Cut-Off Date through April 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, Class PPP and Class C-X Certificates), its Certificate Principal Balance divided by the applicable Class Principal Balance;



(ii)                with
respect to any Class PPP or Class C-X Certificate, the portion of the respective Class Notional Amount evidenced by such Certificate divided by the respective Class Notional Amount; and



(iii)               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, Class PPP and Class C-X Certificates), the product of (x) ninety-nine percent (99%) and (y) its Certificate Principal Balance divided by the Aggregate Certificate Principal Balance of the Certificates; provided, however,
that the percentage in clause (x) above shall be increased by one percent (1%) upon the retirement of each Class of Certificates referenced in the parenthetical above (other than the Class PPP or Residual Certificates);



(ii)                with
respect to the Class C-X Certificates, one percent (1%) of such Certificate’s Percentage Interest as calculated by paragraph (a)(ii) of this definition; and



(iii)               with respect
to any Class PPP or 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.


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.


Prepayment Premium:  With respect to any Mortgage Loan, any fee or premium required to be paid by the Mortgagor if the Mortgagor voluntarily prepays such Mortgage Loan in
full as provided in the related Mortgage Note or Mortgage, except for any such fee or premium required to be paid more than three years after origination thereof.


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, at the time of any 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 (except when such determination occurs earlier in the month than the
Distribution Date) to be distributed to Certificateholders through the Distribution Date in the month 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, at the time of any 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.


The Principal Balance of a Mortgage Loan (including a Substitute Mortgage Loan) shall not be adjusted solely by reason of any bankruptcy or similar proceeding or any moratorium or similar waiver or grace
period. Whenever a Realized Loss has been incurred with respect to a Mortgage Loan during a calendar month, the Principal Balance of such Mortgage Loan shall be reduced by the amount of such Realized Loss as of the Due Date next following the end of such calendar
month.


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 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.


Principal Transfer Amount: For any Distribution Date for an Undercollateralized Group, the excess, if any, of the aggregate Class Principal Balance of the Class A Certificates
related to such Undercollateralized Group over the aggregate Principal Balance of the Mortgage Loans in such Loan Group (less the applicable Class P Fraction thereof with respect to any Class P Mortgage Loans in such Loan Group), in each case immediately prior to
such Distribution Date.


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 March 27, 2006, of the Company.


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 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 Distribution Date for any Loan Group 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, Group 2, Group 3, Group 4 and Group 5 Loans shall be allocated to the REMIC I Regular Interests as follows: (1) the interest portion of Realized Losses on Group 1 and Group
3 Loans, if any, shall be allocated, first, to the Class C-X-M Regular Interest in an amount equal to the amount of such losses allocated to the Class C-X Certificates pursuant to the third paragraph of this definition of “Realized Loss,” in reduction of
the amount of interest accrued but unpaid thereon, and, second, the remainder of such losses shall be allocated between the Class C-Y-1 and Class C-Z-1 Regular Interests pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof;
(2) the interest portion of Realized Losses on Group 2 and Group 4 Loans, if any, shall be allocated, first, to the Class C-X-M Regular Interest in an amount equal to the amount of such losses allocated to the Class C-X Certificates pursuant to the third
paragraph of this definition of “Realized Loss,” in reduction of the amount of interest accrued but unpaid thereon, and, second, the remainder of such losses shall be allocated between the Class C-Y-2 and Class C-Z-2 Regular Interests pro rata according
to the amount of interest accrued but unpaid thereon, in reduction thereof; and (3) the interest portion of Realized Losses on Group 5 Loans, if any, shall be allocated, first, to the Class C-X-M Regular Interest in an amount equal to the amount of such losses
allocated to the Class C-X Certificates pursuant to the third paragraph of this definition of "Realized Loss," in reduction of the amount of interest accrued but unpaid thereon, and, second, the remainder of such losses shall be allocated to the Class C-Y-3 and Class
C-Z-3 Regular Interests pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof.  Any interest portion of such Realized Losses in excess of the amount allocated pursuant to the preceding sentence shall be treated as a
principal portion of Realized Losses not attributable to any specific Mortgage Loan in such Loan Group and allocated pursuant to the succeeding sentences. The applicable Class P Fraction of any principal portion of Realized Losses attributable to a Class P Mortgage
Loan shall be allocated to the Class C-P-M Regular Interest in reduction of the Class Principal Balance thereof.  The remainder of the principal portion of Realized Losses with respect to Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 5
shall be allocated to the REMIC I Regular Interests as follows: (1) the principal portion of Realized Losses on Group 1 and Group 3 Loans shall be allocated, first, to the Class C-Y-1 Regular Interest to the extent of the Class C-Y-1 Principal Reduction Amount in
reduction of the Class Principal Balance of such Regular Interest and, second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated to the Class C-Z-1 Regular Interest in reduction of the Class Principal Balance thereof; (2) the
principal portion of Realized Losses on Group 2 and Group 4 Loans shall be allocated, first, to the Class C-Y-2 Regular Interest to the extent of the Class C-Y-2 Principal Reduction Amount in reduction of the Class Principal Balance of such Regular Interest and,
second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated to the Class C-Z-2 Regular Interest in reduction of the Class Principal Balance thereof; and (3) the principal portion of Realized Losses on Group 5 Loans shall be
allocated, first, to the Class C-Y-3 Regular Interest to the extent of the Class C-Y-3 Principal Reduction Amount in reduction of the Class Principal Balance of such Regular Interest and, second, the remainder, if any, of such principal portion of such Realized
Losses shall be allocated to the Class C-Z-3 Regular Interest in reduction of the Class Principal Balance thereof.


Realized Losses on Mortgage Loans in a Loan Group shall be allocated among the Certificates (i) for Realized Losses allocable to principal (a) first, to the Class B-6 Certificates, until the Class B-6
Principal Balance has been reduced to zero, (b) second, to the Class B-5 Certificates, until the Class B-5 Principal Balance has been reduced to zero, (c) third, to the Class B-4 Certificates, until the Class B-4 Principal Balance has been reduced to zero, (d)
fourth, to the Class B-3 Certificates, until the Class B-3 Principal Balance has been reduced to zero, (e) fifth, to the Class B-2 Certificates, until the Class B-2 Principal Balance has been reduced to zero, (f) sixth, to the Class B-1 Certificates, until the Class
B-1 Principal Balance has been reduced to zero, and (g) seventh, to the Class A Certificates related to such Loan Group, pro rata according to the Class Principal Balances thereof, in reduction thereof; provided, however, that if a Realized Loss allocable to
principal is recognized with respect to a Class P Mortgage Loan, the applicable Class P Fraction of such Realized Loss shall first be allocated to the Class C-P Certificates and the remainder of such Realized Loss shall be allocated as set forth above in this clause
(i); and (ii) for Realized Losses allocable to interest (a) first, to the Class B-6 Certificates, in reduction of accrued but unpaid interest thereon and then in reduction of the Class B-6 Principal Balance, (b) second, to the Class B-5 Certificates, in reduction of
accrued but unpaid interest thereon and then in reduction of the Class B-5 Principal Balance, (c) third, to the Class B-4 Certificates, in reduction of accrued but unpaid interest thereon and then in reduction of the Class B-4 Principal Balance, (d) fourth, to the
Class B-3 Certificates, in reduction of accrued but unpaid interest thereon and then in reduction of the Class B-3 Principal Balance, (e) fifth, to the Class B-2 Certificates, in reduction of accrued but unpaid interest thereon and then in reduction of the Class B-2
Principal Balance, (f) sixth, to the Class B-1 Certificates, in reduction of accrued but unpaid interest thereon and then in reduction of the Class B-1 Principal Balance, and (g) seventh, to the Class A Certificates related to such Loan Group, and the portion of the
Class C-X Certificates that derives its interest from such Loan Group, pro rata according to accrued but unpaid interest on such Classes (or portions thereof), in reduction thereof, and then to those related Class A Certificates, pro rata according to the Class
Principal Balances thereof, in reduction thereof; provided, however, (w) all Realized Losses allocable to principal that would otherwise be allocated to the Class 1-A-1 Certificates pursuant to clause (i) of this paragraph shall instead be allocated to the
Class 1-A-2 Certificates, in reduction of the Class 1-A-2 Principal Balance, and all Realized Losses allocable to interest that would otherwise be allocated to the Class 1-A-1 Certificates pursuant to clause (ii) of this paragraph shall instead be allocated to the
Class 1-A-2 Certificates, in reduction of accrued but unpaid interest thereon, and then in reduction of the Class 1-A-2 Principal Balance, (x) all Realized Losses allocable to principal that would otherwise be allocated to the Class 3-CB-2 Certificates pursuant to
clause (i) of this paragraph shall instead be allocated to the Class 3-CB-3 Certificates, in reduction of the Class 3-CB-3 Principal Balance, and all Realized Losses allocable to interest that would otherwise be allocated to the Class 3-CB-2 Certificates pursuant to
clause (ii) of this paragraph shall instead be allocated to the Class 3-CB-3 Certificates, in reduction of accrued but unpaid interest thereon, and then in reduction of the Class 3-CB-3 Principal Balance, (y) all Realized Losses allocable to principal that would
otherwise be allocated to the Class 3-CB-1 Certificates pursuant to clause (i) of this paragraph shall instead be allocated to the Class 3-CB-6 Certificates, in reduction of the Class 3-CB-6 Principal Balance, and all Realized Losses allocable to interest that would
otherwise be allocated to the Class 3-CB-1 Certificates pursuant to clause (ii) of this paragraph shall instead be allocated to the Class 3-CB-6 Certificates, in reduction of accrued but unpaid interest thereon, and then in reduction of the Class 3-CB-6 Principal
Balance; and (z) until the Class 5-A-3 Principal Balance has been reduced to zero, (1) all Realized Losses allocable to principal that would otherwise be allocated to the Class 5-A-1 Certificates pursuant to clause (i) of this paragraph shall instead be allocated to
the Class 5-A-3 Certificates, in reduction of the Class 5-A-3 Principal Balance, and all Realized Losses allocable to interest that would otherwise be allocated to the Class 5-A-1 Certificates pursuant to clause (ii) of this paragraph shall instead be allocated to
the Class 5-A-3 Certificates, in reduction of accrued but unpaid interest thereon, and then in reduction of the Class 5-A-3 Principal Balance and (2) all Realized Losses allocable to principal that would otherwise be allocated to the Class 5-A-2 Certificates pursuant
to clause (i) of this paragraph shall instead be allocated to the Class 5-A-3 Certificates, in reduction of the Class 5-A-3 Principal Balance, and all Realized Losses allocable to interest that would otherwise be allocated to the Class 5-A-2 Certificates pursuant to
clause (ii) of this paragraph shall instead be allocated to the Class 5-A-3 Certificates, in reduction of accrued but unpaid interest thereon, and then in reduction of the Class 5-A-3 Principal Balance; provided, further, that (1) amounts allocated to the
Class 5-A-3 Certificates pursuant to clause (z)(1) of the immediately preceding proviso shall be limited to 46.26215% of the Class 5-A-3 Principal Balance on the related Distribution Date (up to an aggregate maximum of $828,000) and (2) amounts allocated to the Class
5-A-3 Certificates pursuant to clause (z)(2) of the immediately preceding proviso shall be limited to 53.73785% of the Class 5-A-3 Principal Balance on the related Distribution Date (up to an aggregate maximum of $961,800).


For any Distribution Date, any amounts distributed to the Class C-P Certificates pursuant to clauses (I)(f)(i) and (I)(f)(ii) of the definition of “REMIC II Distribution Amount” shall be
allocated as a Realized Loss to the most junior Class (or Classes) of Class B Certificates, until the Class Principal Balance thereof has been reduced to zero.


On each Distribution Date, after giving effect to the principal distributions and allocations of Realized Losses as provided in this Agreement (without regard to this paragraph), if the aggregate Class
Principal Balance of all outstanding Classes of Certificates and the Class R-1 Residual Interest (plus any Cumulative Carry-Forward Subsequent Recoveries Amount for such Distribution Date for any Loan Group) exceeds the aggregate principal balance of the Mortgage
Loans remaining to be paid at the close of business on the Cut-Off Date, after deduction of (i) all principal payments due on or before the Cut-Off Date in respect of each such Mortgage Loan whether or not paid, and (ii) all amounts of principal in respect of each
Mortgage Loan that have been received or advanced and included in the REMIC II Available Distribution Amount for Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 5 and all Realized Losses in respect of each Mortgage Loan that have been allocated
to the REMIC I Regular Interests on such Distribution Date or prior Distribution Dates, then such excess will be deemed a Realized Loss allocable to principal and will be allocated to the most junior Class of Class B Certificates, in reduction of the Class Principal
Balance thereof.


Recognition Agreement: With respect to a Cooperative Loan, the recognition agreement between the Cooperative and the originator of such Cooperative Loan.


Record Date: The last Business Day of the month immediately preceding the month of the related Distribution Date.


Recording Documents: With respect to each Mortgage Loan, the original recorded Mortgage relating to such Mortgage Loan and any intervening assignment thereof required to be
included in the Mortgage File with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office) (which may be in electronic form).


Reference Banks: As defined in Section 3.19(b).


Regular Interests: (i) With respect to REMIC I, the REMIC I Regular Interests and (ii) with respect to REMIC II, the REMIC II Regular Interests.


Regulation AB: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time.


Relief Act Shortfall: With respect to a Loan Group, for any Distribution Date for any Mortgage Loan in such Loan Group with respect to which the Servicemembers Civil Relief Act,
as amended, formerly known as the Soldiers’ and Sailors’ Civil Relief Act of 1940, or any comparable state legislation (collectively, the “Relief Act”), limits the amount of interest payable by the related Mortgagor, an amount equal to
one month’s interest on such Mortgage Loan at an annual interest rate equal to the excess, if any, of (i) the annual interest rate otherwise payable by the Mortgagor on the related Due Date under the terms of the related Mortgage Note over (ii) the annual
interest rate payable by the Mortgagor on the related Due Date by application of the Relief Act.


REMIC: A real estate mortgage investment conduit, as such term is defined in the Code.


REMIC Provisions: Sections 860A through 860G of the Code, and the related Code provisions and regulations promulgated thereunder, as the foregoing may be in effect from time to
time.


REMIC I: The segregated pool of assets of the Trust consisting of the REMIC I Assets.


REMIC I Assets: All of the Mortgage Pool Assets other than the Assigned Prepayment Premiums.


REMIC I Available Distribution Amount:  For each Loan Group for any Distribution Date, the sum of the following amounts with respect to the Mortgage Loans in such Loan
Group:


(1)        the total amount of all cash received by or on behalf of the Servicer with respect to the Mortgage Loans by the Determination Date for such Distribution Date
and not previously distributed, including Liquidation Proceeds, Insurance Proceeds and scheduled amounts of distributions from Buydown Funds respecting Buydown Loans, if any, except:



(a)        all scheduled payments of principal and interest collected but due subsequent to such Distribution Date;



(b)        all Curtailments received after the Prior Period;



(c)        all Payoffs received after the Payoff Period immediately preceding such Distribution Date (together with any interest payment received
with such Payoffs to the extent that it represents the payment of interest accrued on the Mortgage Loans for the period subsequent to the Prior Period), and interest which was accrued and received on Payoffs received during the period from the 1st to the 14th day of
the month of such Distribution Date, which interest shall not be included in the calculation of the REMIC I Available Distribution Amount for any Distribution Date;



(d)        Insurance Proceeds, Liquidation Proceeds and Subsequent Recoveries received on the Mortgage Loans after the Prior Period;



(e)        all amounts payable to the Servicer in reimbursement for advances made by the Servicer pursuant to this Agreement;



(f)         the Servicing Fee for each Mortgage Loan, and any Special Primary Insurance Premium payable on such Distribution Date with
respect to such Mortgage Loan;



(g)        all prepayment penalties, late charges, non-sufficient funds fees and other fees and charges collected on the Mortgage Loans;
and



(h)        Excess Liquidation Proceeds;


(2)        the sum, to the extent not previously distributed, of the following amounts, to the extent advanced or received, as applicable, by the Servicer:



(a)        any Monthly P&I Advance with respect to such Distribution Date; and



(b)        Compensating Interest for such Distribution Date; and


(3)        Repurchase Proceeds received during the Prior Period.


REMIC I Distribution Amount: For any Distribution Date, the REMIC I Available Distribution Amount shall be distributed to the REMIC I Regular Interests and the Class R-1 Residual
Interest in the following amounts and priority:


(a)        To the extent of the REMIC I Available Distribution Amount for Loan Group 1 and Loan Group 3:



(i)                 
first, (A) to the Class C-P-M Regular Interest, the aggregate for all of the Class 1-P Mortgage Loans of the product for each Class 1-P Mortgage Loan of the applicable Class 1-P Fraction and the sum of (x) scheduled payments of principal on such Class 1-P Mortgage
Loan due on or before the related Due Date in respect of which no distribution has been made on any previous Distribution Date and which were received by the Determination Date, or which have been advanced as part of a Monthly P&I Advance with respect to such
Distribution Date, (y) the principal portion received in respect of such Class 1-P Mortgage Loan during the Prior Period of (1) Curtailments, (2) Insurance Proceeds, (3) Repurchase Proceeds and (4) Liquidation Proceeds and (z) the principal portion of Payoffs
received in respect of such Class 1-P Mortgage Loan during the Payoff Period; and (B) to the Class C-P-M Regular Interest, the aggregate for all of the Class 3-P Mortgage Loans of the product for each Class 3-P Mortgage Loan of the applicable Class 3-P Fraction and
the sum of (x) scheduled payments of principal on such Class 3-P Mortgage Loan due on or before the related Due Date in respect of which no distribution has been made on any previous Distribution Date and which were received by the Determination Date, or which have
been advanced as part of a Monthly P&I Advance with respect to such Distribution Date, (y) the principal portion received in respect of such Class 3-P Mortgage Loan during the Prior Period of (1) Curtailments, (2) Insurance Proceeds, (3) Repurchase Proceeds and
(4) Liquidation Proceeds and (z) the principal portion of Payoffs received in respect of such Class 3-P Mortgage Loan during the Payoff Period;



(ii)                second, to the
Class C-X-M, Class C-Y-1 and Class C-Z-1 Regular Interests, concurrently, the sum of (x) the Interest Distribution Amounts for the Class C-Y-1 and Class C-Z-1 Regular Interests and (y) the portion of the Interest Distribution Amount for the Class C-X-M Regular
Interest derived from the Group 1 and Group 3 Loans, in each case remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;



(iii)               third, to the Class
C-X-M, Class C-Y-1 and Class C-Z-1 Regular Interests, concurrently, the sum of (x) the Interest Distribution Amounts for the Class C-Y-1 and Class C-Z-1 Regular Interests and (y) the portion of the Interest Distribution Amount for the Class C-X-M Regular Interest
derived from the Group 1 and Group 3 Loans, in each case for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts (or portion thereof, as applicable);



(iv)              fourth, to the Class R-1
Regular Interest, until the Class Principal Balance thereof has been reduced to zero; and



(v)                fifth, to the
Class C-Y-1 and Class C-Z-1 Regular Interests, the Class C-Y-1 Principal Distribution Amount and the Class C-Z-1 Principal Distribution Amount, respectively.


(b) To the extent of the REMIC I Available Distribution Amount for Loan Group 2 and Loan Group 4:


(i)                  first, to the Class C-P-M
Regular Interest, the aggregate for all of the Class 4-P Mortgage Loans of the product for each Class 4-P Mortgage Loan of the applicable Class 4-P Fraction and the sum of (x) scheduled payments of principal on such Class 4-P Mortgage Loan due on or before the
related Due Date in respect of which no distribution has been made on any previous Distribution Date and which were received by the Determination Date, or which have been advanced as part of a Monthly P&I Advance with respect to such Distribution Date, (y) the
principal portion received in respect of such Class 4-P Mortgage Loan during the Prior Period of (1) Curtailments, (2) Insurance Proceeds, (3) Repurchase Proceeds and (4) Liquidation Proceeds and (z) the principal portion of Payoffs received in respect of such Class
4-P Mortgage Loan during the Payoff Period; 



(ii)                second, to the
Class C-X-M, Class C-Y-2 and Class C-Z-2 Regular Interests, concurrently, the sum of (x) the Interest Distribution Amounts for the Class C-Y-2 and Class C-Z-2 Regular Interests and (y) the portion of the Interest Distribution Amount for the Class C-X-M Regular
Interest derived from the Group 2 and Group 4 Loans, in each case remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;



(iii)               third, to the Class
C-X-M, Class C-Y-2 and Class C-Z-2 Regular Interests, concurrently, the sum of (x) the Interest Distribution Amounts for the Class C-Y-2 and Class C-Z-3 Regular Interests and (y) the portion of the Interest Distribution Amount for the Class C-X-M Regular Interest
derived from the Group 2 and Group 4 Loans, in each case for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts (or portion thereof, as applicable); and



(iv)              fourth, to the Class C-Y-2
and Class C-Z-2 Regular Interests, the Class C-Y-2 Principal Distribution Amount and the Class C-Z-2 Principal Distribution Amount, respectively;


(c)        To the extent of the REMIC I Available Distribution Amount for Loan Group 5:



(i)         first, to the Class C-P-M Regular Interest, the aggregate for all of the Class 5-P Mortgage Loans of the
product for each Class 5-P Mortgage Loan of the applicable Class 5-P Fraction and the sum of (x) scheduled payments of principal on such Class 5-P Mortgage Loan due on or before the related Due Date in respect of which no distribution has been made on any previous
Distribution Date and which were received by the Determination Date, or which have been advanced as part of a Monthly P&I Advance with respect to such Distribution Date, (y) the principal portion received in respect of such Class 5-P Mortgage Loan during the
Prior Period of (1) Curtailments, (2) Insurance Proceeds, (3) Repurchase Proceeds and (4) Liquidation Proceeds and (z) the principal portion of Payoffs received in respect of such Class 5-P Mortgage Loan during the Payoff Period;



(ii)        second, to the Class C-X-M, Class C-Y-3 and Class C-Z-3 Regular Interests, concurrently, the sum of (x) the
Interest Distribution Amounts for the Class C-Y-3 and Class C-Z-3 Regular Interests and (y) the portion of the Interest Distribution Amount for the Class C-X-M Regular Interest derived from the Group 5 Loans, in each case remaining unpaid from previous Distribution
Dates, pro rata according to their respective shares of such unpaid amounts;



(iii)       third, to the Class C-X-M, Class C-Y-3 and Class C-Z-3 Regular Interests, concurrently, the sum of (x) the Interest
Distribution Amounts for the Class C-Y-3 and Class C-Z-3 Regular Interests and (y) the portion of the Interest Distribution Amount for the Class C-X-M Regular Interest derived from the Group 5 Loans, in each case for the current Distribution Date, pro rata according
to their respective Interest Distribution Amounts (or portion thereof, as applicable); and


            (iv)       fourth, to the Class C-Y-3 and Class C-Z-3 Regular Interests, the Class
C-      Y-3 Principal Distribution Amount and the Class C-Z-3 Principal Distribution Amount,           respectively.


(d)        To the extent of the REMIC I Available Distribution Amounts for Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 5 for such Distribution
Date remaining after payment of the amounts pursuant to paragraphs (a), (b) and (c) of this definition of “REMIC I Distribution Amount”:



(i)         first, to the Class C-P-M Regular Interest, the aggregate amount of any distributions to the Class C-P
Certificates pursuant to paragraphs (I)(f)(i) and (I)(f)(ii) of the definition of “REMIC II Distribution Amount” on such Distribution Date; provided, however, that any amounts distributed pursuant to this paragraph (d)(i) of this definition of
“REMIC I Distribution Amount” shall not cause a reduction in the Class Principal Balance of the Class C-P-M Regular Interest;



(ii)        second, to each Class of Class C-Y and Class C-Z Regular Interests, pro rata according to the amount of
unreimbursed Realized Losses allocable to principal previously allocated to each such Class, the aggregate amount of any distributions to the Certificates pursuant to paragraph (I)(f)(xxi) of the definition of “REMIC II Distribution Amount” on such
Distribution Date; provided, however, that any amounts distributed pursuant to this paragraph (d)(ii) of this definition of “REMIC I Distribution Amount” shall not cause a reduction in the Class Principal Balances of any of the Class C-Y and Class
C-Z Regular Interests; and



(iii)       third, to the Class R-1 Residual Interest, the Residual Distribution Amount for the Class R-1 Residual Interest for
such Distribution Date.


REMIC I Regular Interests: The Classes of undivided beneficial interests in REMIC I designated as “regular interests” in the table titled “REMIC I
Interests” in the Preliminary Statement hereto.


REMIC II: The segregated pool of assets of the Trust consisting of the REMIC II Assets.


REMIC II Assets: The REMIC I Regular Interests.


REMIC II Available Distribution Amount: For the Group 1 Certificates, on any Distribution Date, the aggregate of the portions attributable to Group 1 Loans of all distributions to
the Class C-P-M, Class C-X-M, Class C-Y-1 and Class C-Z-1 Regular Interests (which amount shall be available for distributions to the Group 1 and Class B Certificates and the Class R-2 Residual Interest as provided herein). For the Group 2 Certificates, on any
Distribution Date, the aggregate of the portions attributable to Group 2 Loans of all distributions to the Class C-X-M, Class C-Y-2 and Class C-Z-2 Regular Interests (which amount shall be available for distributions to the Group 2 and Class B Certificates and the
Class R-2 Residual Interest as provided herein). For the Group 3 Certificates, on any Distribution Date, the aggregate of the portions attributable to Group 3 Loans of all distributions to the Class C-P-M, Class C-X-M, Class C-Y-1 and Class C-Z-1 Regular Interests
(which amount shall be available for distributions to the Group 3 and Class B Certificates and the Class R-2 Residual Interest as provided herein). For the Group 4 Certificates, on any Distribution Date, the aggregate of the portions attributable to Group 4 Loans of
all distributions to the Class C-P-M, Class C-X-M, Class C-Y-2 and Class C-Z-2 Regular Interests (which amount shall be available for distributions to the Group 4 and Class B Certificates and the Class R-2 Residual Interest as provided herein). For the Group 5
Certificates, on any Distribution Date, the aggregate of the portions attributable to Group 5 Loans of all distributions to the Class C-P-M, Class C-X-M, Class C-Y-3 and Class C-Z-3 Regular Interests (which amount shall be available for distributions to the Group 5
and Class B Certificates and the Class R-2 Residual Interest as provided herein).


REMIC II Distribution Amount: (I) For any Distribution Date prior to the Credit Support Depletion Date, the REMIC II Available Distribution Amount for such Distribution Date shall
be distributed to the REMIC II Regular Interests and the Class R-2 Residual Interest in the following amounts and priority:


(a)        With respect to the Group 1, Class C-P and Class C-X Certificates, on any Distribution Date prior to the Credit Support Depletion Date, to the extent of the
REMIC II Available Distribution Amount for the Group 1 Certificates for such Distribution Date:



(i)         first, to the Class C-P Certificates, the aggregate for all Class 1-P Mortgage Loans of the product for each
Class 1-P Mortgage Loan of the applicable Class 1-P Fraction and the sum of (x) scheduled payments of principal on such Class 1-P Mortgage Loan due on or before the related Due Date in respect of which no distribution has been made on any previous Distribution Date
and which were received by the Determination Date, or which have been advanced as part of a Monthly P&I Advance with respect to such Distribution Date, (y) the principal portion received in respect of such Class 1-P Mortgage Loan during the Prior Period of (1)
Curtailments, (2) Insurance Proceeds, (3) Repurchase Proceeds and (4) Liquidation Proceeds and (z) the principal portion of Payoffs received in respect of such Class 1-P Mortgage Loan during the Payoff Period;



(ii)        second, to the Group 1-A and Class C-X Certificates, concurrently, the sum of (x) the Interest Distribution
Amounts for the Group 1-A Certificates and (y) the portion of the Interest Distribution Amount for the Class C-X Certificates derived from the Group 1 Loans, in each case remaining unpaid from previous Distribution Dates, pro rata according to their respective shares
of such unpaid amounts;



(iii)       third, to the Group 1-A and Class C-X Certificates, concurrently, the sum of (x) the Interest Distribution Amounts for
the Group 1-A Certificates and (y) the portion of the Interest Distribution Amount for the Class C-X Certificates derived from the Group 1 Loans, in each case for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts;
and



(iv)       fourth, to the Group 1-A Certificates, pro rata according to Class Principal Balance, as principal, the Group 1 Senior
Principal Distribution Amount, until the aggregate Class Principal Balance of the Group 1-A Certificates has been reduced to zero;


(b)        With respect to the Group 2 and Class C-X Certificates, on any Distribution Date prior to the Credit Support Depletion Date, to the extent of the REMIC II
Available Distribution Amount for the Group 2 Certificates for such Distribution Date:



(i) first, to the Group 2-A and Class C-X Certificates, concurrently, the sum of (x) the Interest Distribution Amounts for the Group 2-A Certificates and (y) the
portion of the Interest Distribution Amount for the Class C-X Certificates derived from the Group 2 Loans, in each case remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;



(ii)        second, to the Group 2-A and Class C-X Certificates, concurrently, the sum of (x) the Interest Distribution
Amounts for the Group 2-A Certificates and (y) the portion of the Interest Distribution Amount for the Class C-X Certificates derived from the Group 2 Loans, in each case for the current Distribution Date, pro rata according to their respective Interest Distribution
Amounts; and



(iii)       third, to the Class 2-A Certificates, as principal, the Group 2 Senior Principal Distribution Amount, until the Class
2-A Principal Balance has been reduced to zero;


(c)        With respect to the Group 3, Class C-P and Class C-X Certificates, on any Distribution Date prior to the Credit Support Depletion Date, to the extent of the
REMIC II Available Distribution Amount for the Group 3 Certificates for such Distribution Date:



(i)                 
first, to the Class C-P Certificates, the aggregate for all Class 3-P Mortgage Loans of the product for each Class 3-P Mortgage Loan of the applicable Class 3-P Fraction and the sum of (x) scheduled payments of principal on such Class 3-P Mortgage Loan due on or
before the related Due Date in respect of which no distribution has been made on any previous Distribution Date and which were received by the Determination Date, or which have been advanced as part of a Monthly P&I Advance with respect to such Distribution Date,
(y) the principal portion received in respect of such Class 3-P Mortgage Loan during the Prior Period of (1) Curtailments, (2) Insurance Proceeds, (3) Repurchase Proceeds and (4) Liquidation Proceeds and (z) the principal portion of Payoffs received in respect of
such Class 3-P Mortgage Loan during the Payoff Period;



(ii)                second, to the
Group 3-A and Class C-X Certificates, concurrently, the sum of (x) the Interest Distribution Amounts for the Group 3-A Certificates and (y) the portion of the Interest Distribution Amount for the Class C-X Certificates derived from the Group 3 Loans, in each case
remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;



(iii)               third, to the Group
3-A and Class C-X Certificates, concurrently, the sum of (x) the Interest Distribution Amounts for the Group 3-A Certificates and (y) the portion of the Interest Distribution Amount for the Class C-X Certificates derived from the Group 3 Loans, in each case for the
current Distribution Date, pro rata according to their respective Interest Distribution Amounts; and



(iv)              fourth, to the Group 3-A
Certificates, as principal, the Group 3 Senior Principal Distribution Amount, sequentially, as follows:



(a)        first, to the Class PPP-M Regular Interest, as principal, $100;



 



(b)        second, to the Class 3-CB-1 and Class 3-CB-6 Certificates, pro rata, an
amount, up to the amount of the Group 3 Lockout Priority Amount for that Distribution Date;



 



(c)        third, until the Class 3-CB-2, Class 3-CB-3 and Class 3-CB-4 Principal Balances
have each been reduced to zero, sequentially, as follows:



 



(1)        first, an amount, up to $1,000, to the Class 3-CB-2 and Class 3-CB-3
Certificates, pro rata, until the Class 3-CB-2 and Class 3-CB-3 Principal Balances have each been reduced to zero;



 



(2)        second, an amount, up to $270,000, to the Class 3-CB-4 Certificates, until the
Class 3-CB-4 Principal Balance has been reduced to zero;



 



(3)        third, to the Class 3-CB-2 and Class 3-CB-3 Certificates, pro rata, until the
Class 3-CB-2 and Class 3-CB-3 Principal Balances have each been reduced to zero; and



 



(4)        fourth, to the Class 3-CB-4 Certificates, until the Class 3-CB-4 Principal
Balance has been reduced to zero;



 



(d)        fourth, to the Class 3-CB-5 Certificates, until the Class 3-CB-5 Principal
Balance has been reduced to zero; and



 



(e)        fifth, to the Class 3-CB-1 and Class 3-CB-6 Certificates, pro rata, until the
Class 3-CB-1 and Class 3-CB-6 Principal Balances have each been reduced to zero;



 


(d)        With respect to the Group 4, Class C-P and Class C-X Certificates, on any Distribution Date prior to the Credit Support Depletion Date, to the extent of the
REMIC II Available Distribution Amount for the Group 4 Certificates for such Distribution Date:



            (i)         first, to the Class C-P
Certificates, the aggregate for all Class 4-P Mortgage Loans of the product for each Class 4-P Mortgage Loan of the applicable Class 4-P Fraction and the sum of (x) scheduled payments of principal on such Class 4-P Mortgage Loan due on or before the related Due Date
in respect of which no distribution has been made on any previous Distribution Date and which were received by the Determination Date, or which have been advanced as part of a Monthly P&I Advance with respect to such Distribution Date, (y) the principal portion
received in respect of such Class 4-P Mortgage Loan during the Prior Period of (1) Curtailments, (2) Insurance Proceeds, (3) Repurchase Proceeds and (4) Liquidation Proceeds and (z) the principal portion of Payoffs received in respect of such Class 4-P Mortgage Loan
during the Payoff Period;



            (ii)        second, to the Group 4-A and
Class C-X Certificates, concurrently, the sum of (x) the Interest Distribution Amounts for the Group 4-A Certificates and (y) the portion of the Interest Distribution Amount for the Class C-X Certificates derived from the Group 4 Loans, in each case remaining unpaid
from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;



            (iii)       third, to the Group 4-A and Class
C-X Certificates, concurrently, the sum of (x) the Interest Distribution Amounts for the Group 4-A Certificates and (y) the portion of the Interest Distribution Amount for the Class C-X Certificates derived from the Group 4 Loans, in each case for the current
Distribution Date, pro rata according to their respective Interest Distribution Amounts; and



            (iv)       fourth, to the Class 4-CB
Certificates, as principal, the Group 4 Senior Principal Distribution Amount, until the Class 4-CB Principal Balance has been reduced to zero;


(e)        With respect to the Group 5, Class C-P and Class C-X Certificates, on any Distribution Date prior to the Credit Support Depletion Date, to the extent of the
REMIC II Available Distribution Amount for the Group 5 Certificates for such Distribution Date:



            (i)         first, to the Class C-P
Certificates, the aggregate for all Class 5-P Mortgage Loans of the product for each Class 5-P Mortgage Loan of the applicable Class 5-P Fraction and the sum of (x) scheduled payments of principal on such Class 5-P Mortgage Loan due on or before the related Due Date
in respect of which no distribution has been made on any previous Distribution Date and which were received by the Determination Date, or which have been advanced as part of a Monthly P&I Advance with respect to such Distribution Date, (y) the principal portion
received in respect of such Class 5-P Mortgage Loan during the Prior Period of (1) Curtailments, (2) Insurance Proceeds, (3) Repurchase Proceeds and (4) Liquidation Proceeds and (z) the principal portion of Payoffs received in respect of such Class 5-P Mortgage Loan
during the Payoff Period;



            (ii)        second, to the Group 5-A and
Class C-X Certificates, concurrently, the sum of (x) the Interest Distribution Amounts for the Group 5-A Certificates and (y) the portion of the Interest Distribution Amount for the Class C-X Certificates derived from the Group 5 Loans, in each case remaining unpaid
from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;





            (iii)       third, to the Group 5-A and Class C-X Certificates, concurrently, the sum of (x) the Interest Distribution Amounts for the Group 5-A Certificates and (y) the
portion of the Interest Distribution Amount for the Class C-X Certificates derived from the Group 5 Loans, in each case for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts; and



            (iv)       fourth, to the Group 5-A
Certificates, pro rata according to Class Principal Balance, as principal, the Group 5 Senior Principal Distribution Amount, until the aggregate Class Principal Balance of the Group 5-A Certificates has been reduced to zero;


(f)         With respect to the Group 1, Group 2, Group 3, Group 4, Group 5, Class C-X, Class C-P and Class B Certificates and the Class R-2 Residual Interest, on any
Distribution Date prior to the Credit Support Depletion Date, to the extent of the REMIC II Available Distribution Amounts for the Group 1, Group 2, Group 3, Group 4 and Group 5 Certificates for such Distribution Date remaining after the payment of the amounts
pursuant to paragraphs (I)(a), (I)(b), (I)(c), (I)(d) and (I)(e) of this definition of “REMIC II Distribution Amount”:



(i)         first, to the Class C-P Certificates, to the extent of amounts otherwise available to pay the Subordinate
Principal Distribution Amount (without regard to clause (B)(x) of the definition thereof) on such Distribution Date and to the extent not paid to such Class on previous Distribution Dates pursuant to clause (I)(f)(ii) of this definition of “REMIC II
Distribution Amount,” principal in an amount equal to the Class 1-P, Class 3-P Fraction, Class 4-P Fraction or Class 5-P Fraction, as applicable, of any Realized Loss on a Class 1-P, Class 3-P, Class 4-P or Class 5-P Mortgage Loan incurred prior to the Prior
Period;



(ii)        second, to the Class C-P Certificates, to the extent of amounts otherwise available to pay the Subordinate
Principal Distribution Amount (without regard to clause (B)(x) of the definition thereof) on such Distribution Date, principal in an amount equal to the Class 1-P Fraction, Class 3-P Fraction, Class 4-P Fraction or Class 5-P Fraction, as applicable, of any loss
on a Class 1-P, Class 3-P, Class 4-P or Class 5-P Mortgage Loan incurred in the Prior Period; provided, that any amounts distributed in respect of losses pursuant to paragraph (I)(f)(i) or this paragraph (I)(f)(ii) of this definition of “REMIC II
Distribution Amount” shall not cause a reduction in the Class C-P Principal Balance;



(iii)       third, to the Class B-1 Certificates, the Interest Distribution Amount for such Class of Certificates remaining unpaid
from previous Distribution Dates;



(iv)       fourth, to the Class B-1 Certificates, the Interest Distribution Amount for such Class of Certificates for the current
Distribution Date;



(v)        fifth, to the Class B-1 Certificates, the portion of the Subordinate Principal Distribution Amount allocable to
such Class of Certificates pursuant to the definition of “Subordinate Principal Distribution Amount,” until the Class B-1 Principal Balance has been reduced to zero;



(vi)       sixth, to the Class B-2 Certificates, the Interest Distribution Amount for such Class of Certificates remaining unpaid
from previous Distribution Dates;



(vii)      seventh, to the Class B-2 Certificates, the Interest Distribution Amount for such Class of Certificates for the current
Distribution Date;



(viii)      eighth, to the Class B-2 Certificates, the portion of the Subordinate Principal Distribution Amount allocable to such Class
of Certificates pursuant to the definition of “Subordinate Principal Distribution Amount,” until the Class B-2 Principal Balance has been reduced to zero;



(ix)       ninth, to the Class B-3 Certificates, the Interest Distribution Amount for such Class of Certificates remaining unpaid
from previous Distribution Dates;



(x)        tenth, to the Class B-3 Certificates, the Interest Distribution Amount for such Class of Certificates for the
current Distribution Date;



(xi)       eleventh, to the Class B-3 Certificates, the portion of the Subordinate Principal Distribution Amount allocable to such
Class of Certificates pursuant to the definition of “Subordinate Principal Distribution Amount,” until the Class B-3 Principal Balance has been reduced to zero;



(xii)      twelfth, to the Class B-4 Certificates, the Interest Distribution Amount for such Class of Certificates remaining unpaid from
previous Distribution Dates;



(xiii)      thirteenth, to the Class B-4 Certificates, the Interest Distribution Amount for such Class of Certificates for the current
Distribution Date;



(xiv)     fourteenth, to the Class B-4 Certificates, the portion of the Subordinate Principal Distribution Amount allocable to such Class of
Certificates pursuant to the definition of “Subordinate Principal Distribution Amount,” until the Class B-4 Principal Balance has been reduced to zero;



(xv)      fifteenth, to the Class B-5 Certificates, the Interest Distribution Amount for such Class of Certificates remaining unpaid
from previous Distribution Dates;



(xvi)     sixteenth, to the Class B-5 Certificates, the Interest Distribution Amount for such Class of Certificates for the current
Distribution Date;



(xvii)     seventeenth, to the Class B-5 Certificates, the portion of the Subordinate Principal Distribution Amount allocable to such Class
of Certificates pursuant to the definition of “Subordinate Principal Distribution Amount,” until the Class B-5 Principal Balance has been reduced to zero;



(xviii)    eighteenth, to the Class B-6 Certificates, the Interest Distribution Amount for such Class of Certificates remaining unpaid from
previous Distribution Dates;



(xix)     nineteenth, to the Class B-6 Certificates, the Interest Distribution Amount for such Class of Certificates for the current
Distribution Date;



(xx)      twentieth, to the Class B-6 Certificates, the portion of the Subordinate Principal Distribution Amount allocable to such Class
of Certificates pursuant to the definition of “Subordinate Principal Distribution Amount,” until the Class B-6 Principal Balance has been reduced to zero;



(xxi)     twenty-first, to the Classes of Class B Certificates in order of seniority (which, from highest to lowest, shall be as follows:
Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6) the remaining portion, if any, of the REMIC II Available Distribution Amounts for Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 5, up to the amount of unreimbursed Realized
Losses allocable to principal previously allocated or to be allocated on such Distribution Date to such Class, if any; provided, however, that any amounts distributed pursuant to this paragraph (I)(f)(xxi) of this definition of “REMIC II Distribution
Amount” shall not cause a reduction in the Class Principal Balances of any of the Class B Certificates; and



(xxii)     twenty-second to the Class R-2 Residual Interest, the Residual Distribution Amounts for the Group 1, Group 2, Group 3,
Group 4 and Group 5 Certificates for such Distribution Date.


Notwithstanding the foregoing paragraph (I)(f) of this definition of “REMIC II Distribution Amount,”


(X)       on any Distribution Date on which both of the following conditions specified in clauses (1) and (2) are met:



(1)        the aggregate Class Principal Balance of any of the Group 1-A Certificates, the Group 2-A Certificates, the Group 3-A Certificates, the
Group 4-A Certificates or the Group 5-A Certificates has been reduced to zero, and



(2)        either (a) the Class B Percentage for such Distribution Date is less than 200% of the Class B Percentage as of the Closing Date or (b) the
outstanding principal balance of the Mortgage Loans in any of Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 or Loan Group 5 delinquent 60 days or more averaged over the last six months (including Mortgage Loans in foreclosure and Mortgage Loans the Mortgaged
Property of which is held by REMIC I and acquired by foreclosure or deed in lieu of foreclosure), as a percentage of the related Subordinate Component Balance, is greater than or equal to 50%,



all principal received or advanced with respect to the Mortgage Loans in the Loan Group related to the Class A Certificates that have been paid in full (after distributions of
principal to the Class C-P Certificates pursuant to paragraph (I)(a)(i), (I)(c)(i), (I)(d)(i), (I)(e)(i), (I)(f)(i) and (I)(f)(ii) above, if applicable) shall be paid as principal to the remaining Class A Certificates of such other Certificate Group or Groups to the
extent of and in reduction of the Class Principal Balances thereof (and, in the case of the Group 3-A Certificates, in the order of priority of paragraph (I)(c)(iv)(a)-(e) above), prior to any distributions of principal to the Class B Certificates pursuant to
paragraph (I)(f) above; provided, however, that if there are two or more Certificate Groups with outstanding Class A Certificates, then such principal will be distributed between those Certificate Groups pro rata according to the aggregate Class Principal
Balance of the Class A Certificates of such Certificate Groups, and


(Y)       if on any Distribution Date any of Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 or Loan Group 5 is an Undercollateralized Group and the other such Loan
Group or Groups is an Overcollateralized Group, then the REMIC II Available Distribution Amount for the Certificate Group or Groups related to the Overcollateralized Group or Groups, to the extent remaining following distributions of interest and principal to the
Group 1, Group 2, Group 3, Group 4, Loan Group 5 and Class C-P Certificates pursuant to paragraph (I)(a), (I)(b), (I)(c), (I)(d) or (I)(e) above, as applicable, shall be paid in the following priority: (1) first, such remaining amount, up to the Total Transfer Amount
for each Undercollateralized Group, pro rata according to the Total Transfer Amount for each such Undercollateralized Group, shall be distributed (a) first, to the Class A Certificates related to each Undercollateralized Group, in payment of any portion of the
Interest Distribution Amounts for such Classes of Certificates remaining unpaid from such Distribution Date or previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts, and (b) second, to the Class A Certificates related to
each such Undercollateralized Group, as principal (and, in the case of the Group 3-A Certificates, in the order of priority of paragraph (I)(a)(iv)(a)-(e) above), and (2) second, any remaining amount shall be distributed pursuant to paragraph (I)(f) above.


(II)       For any Distribution Date on or after the Credit Support Depletion Date, the REMIC II Available Distribution Amount for such Distribution Date shall be distributed
to the outstanding Classes of REMIC II Regular Interests and the Class R-2 Residual Interest in the following amounts and priority:


(a)        With respect to the Group 1, Class C-P and Class C-X Certificates, on each Distribution Date on or after the Credit Support Depletion Date, to the extent of the
REMIC II Available Distribution Amount for Loan Group 1 for such Distribution Date:



(i)         first, to the Class C-P Certificates, principal in the amount that would otherwise be distributed to such
Class on such Distribution Date pursuant to clause (I)(a)(i) of this definition of “REMIC II Distribution Amount”;



            (ii)        second, to the Group 1-A and
Class C-X Certificates, the amount payable to each such Class of Certificates on prior Distribution Dates pursuant to clause (I)(a)(ii) or (II)(a)(ii) of this definition of “REMIC II Distribution Amount,” and remaining unpaid, pro rata according to such
amount payable to the extent of amounts available;



            (iii)       third, to the Group 1-A and Class
C-X Certificates, concurrently, the sum of (x) the Interest Distribution Amounts for the Group 1-A Certificates and (y) the portion of the Interest Distribution Amount for the Class C-X Certificates derived from the Group 1 Loans, in each case for the current
Distribution Date, pro rata according to their respective Interest Distribution Amounts;



            (iv)       fourth, to the Group 1-A
Certificates, pro rata according to Class Principal Balance, as principal, the Group 1 Senior Principal Distribution Amount;



(v)                fifth, any
payments to the Group 2, Group 3, Group 4 or Group 5 Certificates pursuant to the last paragraph of this definition of “REMIC II Distribution Amount”;



(vi)              sixth, to the Group 1-A
Certificates, pro rata, and then to each Class of Class B Certificates in the order of seniority (which, from highest to lowest, shall be as follows: Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 of decreasing seniority), up to the amount
of unreimbursed Realized Losses allocable to principal previously allocated or to be allocated on such Distribution Date to such Class, if any; provided, however, that any amounts distributed pursuant to this paragraph (II)(a)(vi) of this definition of
“REMIC II Distribution Amount” shall not cause a reduction in the Class Principal Balances of any of the Certificates; and



(vii)             seventh, to the Class R-2
Residual Interest, the Residual Distribution Amount for the Group 1 Certificates for such Distribution Date.


(b)        With respect to the Group 2 and Class C-X Certificates, on each Distribution Date on or after the Credit Support Depletion Date, to the extent of the REMIC II
Available Distribution Amount for Loan Group 2 for such Distribution Date:



            (i)         first, to the Group 2-A
and Class C-X Certificates, the amount payable to each such Class of Certificates on prior Distribution Dates pursuant to clause (I)(b)(ii) or (II)(b)(ii) of this definition of “REMIC II Distribution Amount,” and remaining unpaid, pro rata according to
such amount payable to the extent of amounts available;



            (ii)        second, to the Group 2-A and
Class C-X Certificates, concurrently, the sum of (x) the Interest Distribution Amounts for the Group 2-A Certificates and (y) the portion of the Interest Distribution Amount for the Class C-X Certificates derived from the Group 2 Loans, in each case for the current
Distribution Date, pro rata according to their respective Interest Distribution Amounts;



            (iii)       third, to the Class 2-A
Certificates, as principal, the Group 2 Senior Principal Distribution Amount;



            (iv)       fourth, any payments to the Group 1,
Group 3, Group 4 or Group 5 Certificates pursuant to the last paragraph of this definition of “REMIC II Distribution Amount”;



            (v)        fifth, to the Class 2-A
Certificates, and then to each Class of Class B Certificates in the order of seniority (which, from highest to lowest, shall be as follows: Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 of decreasing seniority), up to the amount of
unreimbursed Realized Losses allocable to principal previously allocated or to be allocated on such Distribution Date to such Class, if any; provided, however, that any amounts distributed pursuant to this paragraph (II)(b)(v) of this definition of
“REMIC II Distribution Amount” shall not cause a reduction in the Class Principal Balances of any of the Certificates; and



(vi)       sixth, to the Class R-2 Residual Interest, the Residual Distribution Amount for the Group 2 Certificates for such
Distribution Date.


(c)        With respect to the Group 3, Class C-P and Class C-X Certificates, on each Distribution Date on or after the Credit Support Depletion Date, to the extent of the
REMIC II Available Distribution Amount for Loan Group 3 for such Distribution Date:



            (i)         first, to the Class C-P
Certificates, principal in the amount that would otherwise be distributed to such Class on such Distribution Date pursuant to clause (I)(c)(i) of this definition of “REMIC II Distribution Amount”;



            (ii)        second, to the Group 3-A and
Class C-X Certificates, the amount payable to each such Class of Certificates on prior Distribution Dates pursuant to clause (I)(c)(iii) or (II)(c)(iii) of this definition of “REMIC II Distribution Amount,” and remaining unpaid, pro rata according to such
amount payable to the extent of amounts available;



            (iii)       third, to the Group 3-A and Class
C-X Certificates, concurrently, the sum of (x) the Interest Distribution Amounts for the Group 3-A Certificates and (y) the portion of the Interest Distribution Amount for the Class C-X Certificates derived from the Group 3 Loans, in each case for the current
Distribution Date, pro rata according to their respective Interest Distribution Amounts;



            (iv)       fourth, to the Group 3-A
Certificates, pro rata according to Class Principal Balance, as principal, the Group 3 Senior Principal Distribution Amount;



            (v)        fifth, any payments to the Group
1, Group 2, Group 4 or Group 5 Certificates pursuant to the last paragraph of this definition of “REMIC II Distribution Amount”;



            (vi)       sixth, to the Group 3-A Certificates,
pro rata, and then to each Class of Class B Certificates in the order of seniority (which, from highest to lowest, shall be as follows: Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 of decreasing seniority), up to the amount of unreimbursed
Realized Losses allocable to principal previously allocated or to be allocated on such Distribution Date to such Class, if any; provided, however, that any amounts distributed pursuant to this paragraph (II)(c)(vi) of this definition of “REMIC II
Distribution Amount” shall not cause a reduction in the Class Principal Balances of any of the Certificates; and



            (vii)      seventh, to the Class R-2 Residual
Interest, the Residual Distribution Amount for the Group 3-A Certificates for such Distribution Date.


(d)        With respect to the Group 4, Class C-P and Class C-X Certificates, on each Distribution Date on or after the Credit Support Depletion Date, to the extent of the
REMIC II Available Distribution Amount for Loan Group 4 for such Distribution Date:



            (i)         first, to the Class C-P
Certificates, principal in the amount that would otherwise be distributed to such Class on such Distribution Date pursuant to clause (I)(d)(i) of this definition of “REMIC II Distribution Amount”;



            (ii)        second, to the Class 4-CB and
Class C-X Certificates, the amount payable to each such Class of Certificates on prior Distribution Dates pursuant to clause (I)(d)(iii) or (II)(d)(iii) of this definition of “REMIC II Distribution Amount,” and remaining unpaid, pro rata according to such
amount payable to the extent of amounts available;



            (iii)       third, to the Class 4-CB and Class
C-X Certificates, concurrently, the sum of (x) the Interest Distribution Amount for the Class 4-CB Certificates and (y) the portion of the Interest Distribution Amount for the Class C-X Certificates derived from the Group 4 Loans, in each case for the current
Distribution Date, pro rata according to their respective Interest Distribution Amounts;



            (iv)       fourth, to the Class 4-CB Certificates, as
principal, the Group 4 Senior Principal Distribution Amount;



            (v)        fifth, any payments to the Group
1, Group 2, Group 3 or Group 5 Certificates pursuant to the last paragraph of this definition of “REMIC II Distribution Amount”;



            (vi)       sixth, to the Class 4-CB
Certificates, and then to each Class of Class B Certificates in the order of seniority (which, from highest to lowest, shall be as follows: Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 of decreasing seniority), up to the amount of
unreimbursed Realized Losses allocable to principal previously allocated or to be allocated on such Distribution Date to such Class, if any; provided, however, that any amounts distributed pursuant to this paragraph (II)(d)(vi) of this definition of
“REMIC II Distribution Amount” shall not cause a reduction in the Class Principal Balances of any of the Certificates; and



            (vii)      seventh, to the Class R-2 Residual
Interest, the Residual Distribution Amount for the Group 4 Certificates for such Distribution Date.


(e)        With respect to the Group 5, Class C-P and Class C-X Certificates, on each Distribution Date on or after the Credit Support Depletion Date, to the extent of the
REMIC II Available Distribution Amount for Loan Group 5 for such Distribution Date:



            (i)         first, to the Class C-P
Certificates, principal in the amount that would otherwise be distributed to such Class on such Distribution Date pursuant to clause (I)(e)(i) of this definition of “REMIC II Distribution Amount”;



            (ii)        second, to the Group 5-A and
Class C-X Certificates, the amount payable to each such Class of Certificates on prior Distribution Dates pursuant to clause (I)(e)(iii) or (II)(e)(iii) of this definition of “REMIC II Distribution Amount,” and remaining unpaid, pro rata according to such
amount payable to the extent of amounts available;



            (iii)       third, to the Group 5-A and Class
C-X Certificates, concurrently, the sum of (x) the Interest Distribution Amount for the Group 5-A Certificates and (y) the portion of the Interest Distribution Amount for the Class C-X Certificates derived from the Group 5 Loans, in each case for the current
Distribution Date, pro rata according to their respective Interest Distribution Amounts;



            (iv)       fourth, to the Group 5-A Certificates, pro
rata according to Class Principal Balance, as principal, the Group 5 Senior Principal Distribution Amount;



            (v)        fifth, any payments to the Group
1, Group 2, Group 3 or Group 4 Certificates pursuant to the last paragraph of this definition of “REMIC II Distribution Amount”;



            (vi)       sixth, to the Group 5-A Certificates,
pro rata, and then to each Class of Class B Certificates in the order of seniority (which, from highest to lowest, shall be as follows: Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 of decreasing seniority), up to the amount of unreimbursed
Realized Losses allocable to principal previously allocated or to be allocated on such Distribution Date to such Class, if any; provided, however, that any amounts distributed pursuant to this paragraph (II)(e)(vi) of this definition of “REMIC II
Distribution Amount” shall not cause a reduction in the Class Principal Balances of any of the Certificates; and



            (vii)      seventh, to the Class R-2 Residual
Interest, the Residual Distribution Amount for the Group 5 Certificates for such Distribution Date.


If on any Distribution Date any of Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 or Loan Group 5 is an Undercollateralized Group and the other such Loan Group or Groups is an Overcollateralized
Group, then the REMIC II Available Distribution Amount for the Certificate Group or Groups related to the Overcollateralized Group or Groups, to the extent remaining following distributions of interest and principal to the Group 1, Group 2, Group 3, Group 4, Group 5
and Class C-P Certificates pursuant to paragraph (II)(a)(i) through (II)(a)(iv), paragraph (II)(b)(i) through (II)(b)(iii), paragraph (II)(c)(i) through (II)(c)(iv), (II)(d)(i) through (II)(d)(iv) or paragraph (II)(e)(i) through (II)(e)(iv), as applicable, shall be
paid in the following priority: (1) first, such remaining amount, up to the Total Transfer Amount for each such Undercollateralized Group, pro rata according to the Total Transfer Amount for each such Undercollateralized Group, shall be distributed (a) first, to the
Class A Certificates related to each such Undercollateralized Group, in payment of any portion of the Interest Distribution Amounts for such Classes of Certificates remaining unpaid from such Distribution Date or previous Distribution Dates, pro rata according to
their respective shares of such unpaid amounts, and (b) second, to the Class A Certificates related to each such Undercollateralized Group, as principal, pro rata according to Class Principal Balance, and (2) second, any remaining amount shall be distributed pursuant
to paragraph (II)(a)(vi), (II)(b)(v), (II)(c)(vi), (II)(d)(vi) and (II)(e)(vi) above, as applicable; provided that if there are two or more Overcollateralized Groups and the remaining REMIC II Available Distribution Amounts for the Certificate Groups related
to such Overcollateralized Groups exceeds the Total Transfer Amount for the Undercollateralized Group, then the sum of such remaining REMIC II Available Distribution Amounts shall be distributed to the Certificate Group related to the Undercollateralized Group in
accordance with clause (1) of this paragraph pro rata according to such remaining REMIC II Available Distribution Amounts.


REMIC II Regular Interests: The Classes of undivided beneficial interests in REMIC II designated as “regular interests” in the table titled “REMIC II
Interests” in the Preliminary Statement hereto.


Repurchase Price: With respect to any Mortgage Loan to be repurchased by the Company pursuant to Section 2.08, an amount equal to the sum of (i) the Principal Balance thereof,
(ii) one month’s interest thereon at the applicable Pass-Through Rate, (iii) any unreimbursed Monthly P&I Advances or advances of reimburseable expenses made by the Servicer with respect to such Mortgage Loan hereunder and (iv) any interest due but unpaid
with respect to such Mortgage Loan not covered by a Monthly P&I Advance.


Repurchase Proceeds: Proceeds received by the Trust with respect to any Mortgage Loan that was repurchased or substituted for by the Company pursuant to Section 2.08 or
repurchased or substituted for by the Seller pursuant to the Mortgage Loan Purchase Agreement, after deduction of amounts reimbursable under Section 3.05(a)(i) and (ii).


Residual Certificates:  The Class R Certificates.


Residual Distribution Amount: For any Distribution Date, with respect to the Class R-1 Residual Interest, any portion of the REMIC I Available Distribution Amount for Loan Group
1, Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 5, respectively, remaining after all distributions of such REMIC I Available Distribution Amount pursuant to clauses (a), (b), (c) and (d), as applicable, of the definition of “REMIC I Distribution
Amount” (other than the distributions pursuant to the last subclause of clause (d)).


For any Distribution Date, with respect to the Class R-2 Residual Interest and for the Group 1, Group 2, Group 3, Group 4 and Group 5 Certificates, any portion of the REMIC II Available Distribution Amount
for the Group 1, Group 2, Group 3, Group 4 and Group 5 Certificates, respectively, remaining after all distributions of such REMIC II Available Distribution Amount pursuant to clauses (I)(a), (I)(b), (I)(c), (I)(d), (I)(e), (I)(f), (II)(a), (II)(b), (II)(c), (II)(d)
and (II)(e), as applicable, of the definition of “REMIC II Distribution Amount” (other than the distributions pursuant to the last subclause of clauses (I)(f), (II)(a), (II)(b), (II)(c), (II)(d) and (II)(e)).


Upon termination of the obligations created by this Agreement and liquidation of REMIC I and REMIC II, the amounts which remain on deposit in the Certificate Account after payment to the Holders of the
REMIC I Regular Interests of the amounts set forth in Section 9.01 of this Agreement, and subject to the conditions set forth therein, shall be distributed to the Class R-1 and Class R-2 Residual Interests in accordance with the preceding sentences of this definition
as if the date of such distribution were a Distribution Date.


Responsible Officer: When used with respect to the Trustee or the Delaware Trustee, any officer assigned to and working in the Corporate Trust Office (in the case of the Trustee)
or its corporate trust office (in the case of the Delaware Trustee) or, in each case, in a similar group and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with
the particular subject.


ROV Mortgage Loan:  A Mortgage Loan originated by Washington Mutual Bank or an affiliate thereof with respect to which the value set forth on the appraisal has been appealed
and, as a result, an internal valuation has been conducted and included in a residential appraisal review contained in the related credit file.


S&P: Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., provided that at the applicable time it is a Rating Agency.


Secretary of State: The Secretary of State of the State of Delaware.


Securities Act: The Securities Act of 1933, as amended.


Security Agreement: With respect to a Cooperative Loan, the agreement or mortgage creating a security interest in favor of the originator of the Cooperative Loan in the related
Cooperative Stock.


Seller:  For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.


Senior Certificates: The Group 1-A, Group 2-A, Group 3-A, Group 4-A and Group 5-A Certificates.


Senior Subordinate Certificates:  The Subordinate Certificates other than the Junior Subordinate Certificates.


Servicer:  Washington Mutual Bank, or any successor thereto appointed as provided pursuant to Section 7.02, acting to service and administer the Mortgage Loans pursuant to
Section 3.01.


Servicer Business Day:  Any day other than a Saturday, a Sunday, or a day on which banking institutions in Seattle, Washington or in any other city in which a corporate
office of the Servicer is located are authorized or obligated by law or executive order to be closed.


Servicing Fee: For each Mortgage Loan, the fee payable to the Servicer for servicing and advancing certain amounts with respect to such Mortgage Loan, equal to 1/12 of the product
of (i) the Servicing Fee Rate for such Mortgage Loan and (ii) the outstanding Principal Balance of such Mortgage Loan. In addition, the Servicer will be paid, as additional servicing compensation, any prepayment penalty received on a Mortgage Loan that is not an
Assigned Prepayment Premium, and any late charges, nonsufficient funds fees and other fees and charges collected on the Mortgage Loans.


Servicing Fee Rate:  For each Mortgage Loan, the per annum rate set forth for such Mortgage Loan in the Mortgage Loan Schedule.


Servicing Officer: Any officer of the Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans or the Certificates, as applicable, whose
name and specimen signature appear on a list of servicing officers furnished to the Trustee by the Servicer, as such list may from time to time be amended.


Special Primary Insurance Policy: Any Primary Insurance Policy covering a Mortgage Loan the premium of which is payable by the Trustee pursuant to Section 4.04(a), if so
identified in the Mortgage Loan Schedule. There are no Special Primary Insurance Policies with respect to any of the Mortgage Loans, and all references herein to Special Primary Insurance Policies shall be of no force or effect.


Special Primary Insurance Premium: With respect to any Special Primary Insurance Policy, the monthly premium payable thereunder.


Statutory Trust Statute: Chapter 38 of Title 12 of the Delaware Code, 12 Del.C. §3801 et seq., as the same may be amended from time to time.


Step Down Percentage: For any Distribution Date, the percentage indicated below:


	

Distribution Date Occurring In

	

Step Down Percentage


	

April 2006 through March 2011

	

0%


	

April 2011 through March 2012

	

30%


	

April 2012 through March 2013

	

40%


	

April  2013 through March 2014

	

60%


	

April 2014 through March 2015

	

80%


	
April 2015 and after

	

100%





 


Streamlined Mortgage Loan:  A Mortgage Loan originated in connection with the refinance of a mortgage loan pursuant to the streamlined loan documentation program then in
effect of the originator of such Mortgage Loan.


Stripped Interest Rate: For each Group 1 or Group 3 Loan, the excess, if any, of the Pass-Through Rate for such Mortgage Loan over 6.000% per annum. For each Group 2 or Group 4
Loan, the excess, if any, of the Pass-Through Rate for such Mortgage Loan over 6.500%.  For each Group 5 Loan, the excess, if any, of the Pass-Through Rate for such Mortgage Loan over 5.750%.


Subordinate Certificates:  The Class B Certificates.


Subordinate Component Balance: With respect to Loan Group 1 for any date of determination, the then outstanding aggregate Principal Balance of the Group 1 Loans (less the
applicable Class 1-P Fraction thereof with respect to any Class 1-P Mortgage Loan) minus the then outstanding aggregate Class Principal Balance of the Group 1-A Certificates. With respect to Loan Group 2 for any date of determination, the then outstanding
aggregate Principal Balance of the Group 2 Loans minus the then outstanding aggregate Class Principal Balance of the Group 2-A Certificates. With respect to Loan Group 3 for any date of determination, the then outstanding aggregate Principal Balance of the Group
3 Loans (less the applicable Class 3-P Fraction thereof with respect to any Class 3-P Mortgage Loan) minus the then outstanding aggregate Class Principal Balance of the Group 3-A and Residual Certificates. With respect to Loan Group 4 for any date of determination,
the then outstanding aggregate Principal Balance of the Group 4 Loans (less the applicable Class 4-P Fraction thereof with respect to any Class 4-P Mortgage Loan) minus the then outstanding aggregate Class Principal Balance of the Group 4-A Certificates.  With
respect to Loan Group 5 for any date of determination, the then outstanding aggregate Principal Balance of the Group 5 Loans (less the applicable Class 5-P Fraction thereof with respect to any Class 5-P Mortgage Loan) minus the then outstanding aggregate Class
Principal Balance of the Group 5-A Certificates.


Subordinate Liquidation Amount: For any Distribution Date, the excess, if any, of the sum of (A) the aggregate of Liquidation Principal for all Mortgage Loans which became
Liquidated Mortgage Loans during the Prior Period and (B) any Subsequent Recoveries for such Distribution Date for Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 5, over the sum of the Group 1 Senior Liquidation Amount, the Group 2 Senior
Liquidation Amount, the Group 3 Senior Liquidation Amount, the Group 4 Senior Liquidation Amount and the Group 5 Senior Liquidation Amount for such Distribution Date.


Subordinate Percentage:  The Group 1 Subordinate Percentage, Group 2 Subordinate Percentage, Group 3 Subordinate Percentage, Group 4 Subordinate Percentage or Group 5
Subordinate Percentage, as applicable.


Subordinate Principal Distribution Amount: For any Distribution Date, the excess of (A) the sum of (i) the Group 1 Subordinate Percentage of the Principal Payment Amount for Loan
Group 1 (exclusive of the portion thereof attributable to principal distributions to the Class C-P Certificates pursuant to clause (I)(a)(i) of the definition of “REMIC II Distribution Amount”), (ii) the Group 2 Subordinate Percentage of the Principal
Payment Amount for Loan Group 2, (iii) the Group 3 Subordinate Percentage of the Principal Payment Amount for Loan Group 3 (exclusive of the portion thereof attributable to principal distributions to the Class C-P Certificates pursuant to clause (I)(c)(i) of the
definition of “REMIC II Distribution Amount”), (iv) the Group 4 Subordinate Percentage of the Principal Payment Amount for Loan Group 4 (exclusive of the portion thereof attributable to principal distributions to the Class C-P Certificates pursuant
to clause (I)(d)(i) of the definition of “REMIC II Distribution Amount”), (v) the Group 5 Subordinate Percentage of the Principal Payment Amount for Loan Group 5 (exclusive of the portion thereof attributable to principal distributions to the Class
C-P Certificates pursuant to clause (I)(e)(i) of the definition of “REMIC II Distribution Amount”), (vi) the Subordinate Principal Prepayments Distribution Amount (without regard to the proviso in the definition thereof) and (vii) the Subordinate
Liquidation Amount over (B) the sum of (x) the amounts required to be distributed to the Class C-P Certificates pursuant to clauses (I)(f)(i) and (I)(f)(ii) of the definition of “REMIC II Distribution Amount” on such Distribution Date, (y) in the event
that the aggregate Class Principal Balance of any of the Group 1-A, Group 2-A, Group 3-A, Group 4-A or Group 5-A Certificates has been reduced to zero, principal paid from the REMIC II Available Distribution Amount related to such Class A Certificates to the
remaining Class A Certificates, as set forth in clause (X) of the sentence immediately following paragraph (I)(f) of the definition of “REMIC II Distribution Amount,” and (z) the amounts paid from the REMIC II Available Distribution Amount for an
Overcollateralized Group to the Class A Certificates related to an Undercollateralized Group pursuant to clause (Y) of the sentence immediately following paragraph (I)(f) of the definition of “REMIC II Distribution Amount.”


On any Distribution Date, the Subordinate Principal Distribution Amount shall be allocated pro rata, by Class Principal Balance, among the Classes of Class B Certificates and paid in the order of
distribution to such Classes pursuant to clause (I)(f) of the definition of “REMIC II Distribution Amount” except as otherwise stated in such definition. Notwithstanding the foregoing, on any Distribution Date prior to distributions on such date, if the
Subordination Level for any Class of Class B Certificates is less than such Subordination Level as of the Closing Date, the pro rata portion of the Subordinate Principal Prepayments Distribution Amount otherwise allocable to the Class or Classes of Class B
Certificates junior to such Class will be distributed to the most senior Class of Class B Certificates for which the Subordination Level is less than the Subordination Level as of the Closing Date, and to the Class or Classes of Class B Certificates senior thereto,
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 Class B Certificates shall be as follows: Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6.


Subordinate Principal Prepayments Distribution Amount: For any Distribution Date, the sum of (i) the Group 1 Subordinate Prepayment Percentage of the Principal Prepayment Amount
for Loan Group 1 (exclusive of the portion thereof attributable to principal distributions to the Class C-P Certificates pursuant to clause (I)(a)(i) of the definition of “REMIC II Distribution Amount”), (ii) the Group 2 Subordinate Prepayment Percentage
of the Principal Prepayment Amount for Loan Group 2, (iii) the Group 3 Subordinate Prepayment Percentage of the Principal Prepayment Amount for Loan Group 3 (exclusive of the portion thereof attributable to principal distributions to the Class C-P Certificates
pursuant to clause (I)(c)(i) of the definition of “REMIC II Distribution Amount”), (iv) the Group 4 Subordinate Prepayment Percentage of the Principal Prepayment Amount for Loan Group 4 (exclusive of the portion thereof attributable to principal
distributions to the Class C-P Certificates pursuant to clause (I)(d)(i) of the definition of “REMIC II Distribution Amount”) and (v) the Group 5 Subordinate Prepayment Percentage of the Principal Prepayment Amount for Loan Group 5 (exclusive of the
portion thereof attributable to principal distributions to the Class C-P Certificates pursuant to clause (I)(e)(i) of the definition of “REMIC II Distribution Amount”); provided, however, that if the amount specified in clause (B) of the definition
of “Subordinate Principal Distribution Amount” is greater than the sum of the amounts specified in clauses (A)(i), (A)(ii), (A)(iii), (A)(iv), (A)(v) and (A)(vii) of such definition, then the Subordinate Principal Prepayments Distribution Amount shall be
reduced by the amount of such excess.


Subordination Level: On any specified date, with respect to any Class of Class B Certificates, the percentage obtained by dividing the aggregate Class Principal Balance of the
Classes of Class B Certificates which are subordinate in right of payment to such Class by the aggregate Class Principal Balance of the Certificates and the Class R-1 Residual Interest as of such date prior to giving effect to distributions of principal and interest
and allocations of Realized Losses on the Mortgage Loans on such date.


Subsequent Recoveries: For any Distribution Date and any Loan Group, 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, for each such Mortgage Loan up to the amount of Realized Losses, if any, previously allocated in respect of such Mortgage Loan in reduction of the Class Principal Balance of
any Class of Certificates.


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


Substitution Price: With respect to all Reacquired Mortgage Loans for which Substitute Mortgage Loans are substituted on a specific date pursuant to Section 2.08, an amount equal
to the sum of (i) the excess, if any, of the aggregate Principal Balance of the Reacquired Mortgage Loans over the aggregate Principal Balance of the Substitute Mortgage Loans, in each case, as of the date of substitution, (ii) one month’s interest on the
excess amount described in clause (i) above at the weighted average Pass-Through Rate for the Reacquired Mortgage Loans, (iii) all unreimbursed Monthly P&I Advances and advances of reimburseable expenses made by the Servicer with respect to such Mortgage Loans
hereunder and (iv) all interest due but unpaid with respect to such Mortgage Loans not covered by a Monthly P&I Advance.


Tax Matters Person: With respect to each of REMIC I and REMIC II, a Holder of a Class R Certificate with a Percentage Interest of at least 0.01% or any Permitted Transferee of
such Class R Certificateholder designated as succeeding to the position of Tax Matters Person in a notice to the Trustee signed by authorized representatives of the transferor and transferee of such Class R Certificate, which Tax Matters Person shall be the tax
matters person for each REMIC within the meaning of Section 6231(a)(7) of the Code and Treasury Regulation Section 1.860F-4(d). The Servicer is hereby appointed to act as Tax Matters Person so long as it holds a Class R Certificate with a Percentage Interest of at
least 0.01%.  In the event that the Servicer ceases to hold a Class R Certificate with the required Percentage Interest, the holder of the Class R Certificate with the largest Percentage Interest shall be Tax Matters Person, and such Tax Matters Person shall be
deemed to have appointed the Servicer to act as agent for the Tax Matters Person, to perform the functions of such Tax Matters Person as provided herein. If the Tax Matters Person becomes a Disqualified Organization, the last preceding Holder, that is not a
Disqualified Organization, of the Class R Certificate held by the Disqualified Organization shall be Tax Matters Person pursuant to and as permitted by Section 5.01(c). If any Person is appointed as tax matters person by the Internal Revenue Service pursuant to the
Code, such Person shall be Tax Matters Person.


Termination Date: The date upon which final payment of the Certificates will be made pursuant to the procedures set forth in Section 9.01(b).


Termination Payment: The final payment delivered to the Certificateholders on the Termination Date pursuant to the procedures set forth in Section 9.01(b).


Total Transfer Amount:  For any Distribution Date and for an Undercollateralized Group, an amount equal to the sum of the Interest Transfer Amount and the Principal Transfer
Amount for such Undercollateralized Group.


Transfer:  Any direct or indirect transfer or sale of any Ownership Interest in a Residual Certificate.


Transferee: Any Person who is acquiring by Transfer any Ownership Interest in a Residual Certificate.


Transferee Affidavit and Agreement: An affidavit and agreement in the form attached hereto as Exhibit J.


Trust: Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-3 Trust, a Delaware statutory trust, created pursuant to the Original Trust Agreement.


Trustee: LaSalle Bank National Association, not in its individual capacity but solely as trustee, or its successor-in-interest as provided in Section 8.09, or any successor
trustee appointed as herein provided.


Uncollected Interest: With respect to any Distribution Date for any Mortgage Loan on which a Payoff was made by a Mortgagor during the related Payoff Period, except for Payoffs
received during the period from the first through the 14th day of the month of such Distribution Date, an amount equal to one month’s interest at the applicable Pass-Through Rate on such Mortgage Loan less the amount of interest actually paid by the Mortgagor
with respect to such Payoff.


Uncompensated Interest Shortfall: With respect to a Loan Group, for any Distribution Date, the sum of (i) the aggregate Relief Act Shortfall for such Distribution Date with
respect to the Mortgage Loans in such Loan Group, (ii) aggregate Curtailment Shortfall for such Distribution Date with respect to the Mortgage Loans in such Loan Group and (iii) the excess, if any, of (a) aggregate Uncollected Interest for such Distribution Date with
respect to the Mortgage Loans in such Loan Group over (b) Compensating Interest for such Distribution Date with respect to the Mortgage Loans in such Loan Group.


Uncompensated Interest Shortfall for Loan Group 1 shall be allocated to the Group 1-A Certificates and the portions of the Class C-X and Class B Certificates that derive their Interest Distribution Amounts
from the Group 1 Loans, pro rata according to the amount of interest accrued but unpaid on each such Class or portion thereof, in reduction thereof.


Uncompensated Interest Shortfall for Loan Group 2 shall be allocated to the Group 2-A Certificates and the portions of the Class C-X and Class B Certificates that derive their Interest Distribution Amounts
from the Group 2 Loans, pro rata according to the amount of interest accrued but unpaid on each such Class or portion thereof, in reduction thereof.


Uncompensated Interest Shortfall for Loan Group 3 shall be allocated to the Group 3-A Certificates and the portions of the Class C-X and Class B Certificates that derive their Interest Distribution Amounts
from the Group 3 Loans, pro rata according to the amount of interest accrued but unpaid on each such Class or portion thereof, in reduction thereof.


Uncompensated Interest Shortfall for Loan Group 4 shall be allocated to the Group 4-A Certificates and the portions of the Class C-X and Class B Certificates that derive their Interest Distribution Amounts
from the Group 4 Loans, pro rata according to the amount of interest accrued but unpaid on each such Class or portion thereof, in reduction thereof.


Uncompensated Interest Shortfall for Loan Group 5 shall be allocated to the Group 5-A Certificates and the portions of the Class C-X and Class B Certificates that derive their Interest Distribution Amounts
from the Group 5 Loans, pro rata according to the amount of interest accrued but unpaid on each such Class or portion thereof, in reduction thereof.


Uncompensated Interest Shortfall for Loan Group 1 and Loan Group 3 shall be allocated, first, to the Class C-X-M Regular Interest, in an amount equal to the aggregate amount of Uncompensated Interest
Shortfall for Loan Group 1 and Loan Group 3 allocated to the Class C-X Certificates, in reduction of the Interest Distribution Amount to which such Class of Regular Interests would otherwise be entitled and, second, the remainder of such Uncompensated Interest
Shortfall shall be allocated between the Class C-Y-1 and Class C-Z-1 Regular Interests, pro rata according to the amount of the Interest Distribution Amount to which each such Class of Regular Interests would otherwise be entitled in reduction thereof.


Uncompensated Interest Shortfall for Loan Group 2 and Loan Group 4 shall be allocated, first, to the Class C-X-M Regular Interest, in an amount equal to the aggregate amount of Uncompensated Interest
Shortfall for Loan Group 2 and Loan Group 4 allocated to the Class C-X Certificates, in reduction of the Interest Distribution Amount to which such Class of Regular Interests would otherwise be entitled and, second, the remainder of such Uncompensated Interest
Shortfall shall be allocated between the Class C-Y-2 and Class C-Z-2 Regular Interests, pro rata according to the amount of the Interest Distribution Amount to which each such Class of Regular Interests would otherwise be entitled in reduction thereof.


Uncompensated Interest Shortfall for Loan Group 5 shall be allocated, first, to the Class C-X-M Regular Interest, in an amount equal to the aggregate amount of Uncompensated Interest Shortfall for Loan
Group 5 allocated to the Class C-X Certificates, in reduction of the Interest Distribution Amount to which such Class of Regular Interests would otherwise be entitled and, second, the remainder of such Uncompensated Interest Shortfall shall be allocated between the
Class C-Y-3 and Class C-Z-3 Regular Interests, pro rata according to the amount of the Interest Distribution Amount to which each such Class of Regular Interests would otherwise be entitled in reduction thereof.


Undercollateralized Group: For any Distribution Date, Loan Group 1, if immediately prior to such Distribution Date the aggregate Class Principal Balance of the Group 1-A
Certificates is greater than the aggregate Principal Balance of the Group 1 Loans (less the applicable Class 1-P Fraction thereof with respect to each Class 1-P Mortgage Loan); for any Distribution Date, Loan Group 2, if immediately prior to such Distribution Date
the aggregate Class Principal Balance of the Group 2-A Certificates is greater than the aggregate Principal Balance of the Group 2 Loans; for any Distribution Date, Loan Group 3, if immediately prior to such Distribution Date the Class Principal Balance of the Group
3-A and the Residual Certificates is greater than the aggregate Principal Balance of the Group 3 Loans (less the applicable Class 3-P Fraction thereof with respect to each Class 3-P Mortgage Loan); for any Distribution Date, Loan Group 4, if immediately prior to such
Distribution Date the Class Principal Balance of the Group 4-A Certificates is greater than the aggregate Principal Balance of the Group 4 Loans (less the applicable Class 4-P Fraction thereof with respect to each Class 4-P Mortgage Loan); and for any Distribution
Date, Loan Group 5, if immediately prior to such Distribution Date the Class Principal Balance of the Group 5-A Certificates is greater than the aggregate Principal Balance of the Group 5 Loans (less the applicable Class 5-P Fraction thereof with respect to each
Class 5-P Mortgage Loan).


Underwriter: WaMu Capital Corp.


Uninsured Cause: Any cause of damage to a Mortgaged Property, the cost of the complete restoration of which is not fully reimbursable under the hazard insurance policies required
to be maintained pursuant to Section 3.07.


U.S. Person: A citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States, any state
thereof or the District of Columbia, or an estate or trust that is subject to U.S. federal income tax regardless of the source of its income.


VA: The Department of Veterans Affairs, formerly known as the Veterans Administration, or any successor thereto.


Withdrawal Date: Any day during the period commencing on the 18th day of the month of the related Distribution Date (or if such day is not a Business Day, the immediately
preceding Business Day) and ending on the last Business Day prior to the 21st day of the month of such Distribution Date. The “related Due Date” for any Withdrawal Date is the Due Date immediately preceding the related Distribution Date.



ARTICLE II



Creation of the Trust; Conveyance of the Mortgage Pool Assets, REMIC I Regular Interests and

REMIC II Regular Interests; REMIC Election and Designations; Original Issuance of Certificates



Section 2.01.        Creation
of the Trust.  The Trust was created pursuant to the Original Trust Agreement and is hereby continued. As set forth in the Original Trust Agreement, the Trust shall be known as “Washington Mutual Mortgage Pass-Through Certificates WMALT
Series 2006-3 Trust”. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities, all as provided by and subject to the terms of this Agreement:



(i)         to acquire, hold, lease, manage, administer, control, invest, reinvest, operate and/or transfer the Mortgage
Pool Assets, the REMIC II Assets and the Class PPP-M Regular Interest;



(ii)        to issue the REMIC I Regular Interests, the REMIC II Regular Interests, the Class R-1 and Class R-2 Residual
Interests and the Certificates;



(iii)       to make distributions to the REMIC I Regular Interests, the REMIC II Regular Interests and the Certificates;
and



(iv)       to engage in such other activities, including entering into agreements, as are described in or required by the terms of
this Agreement or as are necessary, suitable or convenient to accomplish the foregoing or incidental thereto.



LaSalle Bank National Association is hereby appointed as the trustee of the Trust, to have all the rights, duties and obligations of the Trustee
with respect to the Trust expressly set forth hereunder, and LaSalle Bank National Association hereby accepts such appointment and the trust created hereby.  Christiana Bank & Trust Company is hereby appointed as the Delaware trustee of the Trust, to have
all the rights, duties and obligations of the Delaware Trustee with respect to the Trust hereunder, and Christiana Bank & Trust Company hereby accepts such appointment and the trust created hereby.  It is the intention of the Company, the Servicer, the
Trustee and the Delaware Trustee that the Trust 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.  The
parties hereto acknowledge and agree that, prior to the execution and delivery hereof, the Delaware Trustee has filed the Certificate of Trust. The parties hereto acknowledge that the Trust includes five separate pools of mortgage loans referred to herein as
“Loan Groups” constituting separate subtrusts for ERISA purposes, and that the assets of each Loan Group are available to make payments to the holders of Certificates as provided in the definitions of “REMIC I Distribution Amount” and
“REMIC II Distribution Amount,” Section 4.01 and Section 4.04 hereof.


The assets of the Trust shall remain in the custody of the Trustee or the Custodian, on behalf of the Trust, and shall be owned by the Trust.  Moneys to the credit of the Trust shall be held by the
Trustee and invested as provided herein.  All assets received and held by the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of either of the institution acting as Trustee or the institution acting as
Delaware Trustee in its own right, or any Person claiming through either.  Neither the Trustee nor the Delaware Trustee shall have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any
Person, except as permitted herein.  No creditor of a beneficiary of the Trust, of the Trustee, of the Delaware Trustee, of the Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with
respect to, the property of the Trust, except in accordance with the terms of this Agreement.



Section 2.02.        Restrictions on Activities of the Trust. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall not, and none of the
Trustee, the Delaware Trustee, the Company or the Servicer shall knowingly cause the Trust to, do any of the following:



(i)         engage in any business or activity other than those set forth in Section 2.01;



(ii)        incur or assume any indebtedness except for such indebtedness that may be incurred by the Trust in connection with
the execution or performance of this Agreement or any other agreement contemplated hereby;



(iii)       guarantee or otherwise assume liability for the debts of any other party;



(iv)       do any act in contravention of this Agreement or any other agreement contemplated hereby to which the Trust is a
party;



(v)        do any act which would make it impossible to carry on the ordinary business of the Trust;



(vi)       confess a judgment against the Trust;



(vii)      possess or assign the assets of the Trust for other than a Trust purpose;



(viii)      cause the Trust to lend any funds to any entity, except as contemplated by this Agreement; or



(ix)       change the purposes and powers of the Trust from those set forth in this Agreement.



Section 2.03.        Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:



(i)         except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank
accounts and files separate from those of any other Person;



(ii)        except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner
that it is not costly or difficult to segregate, identify, or ascertain such assets;



(iii)       consider the interests of the Trust's creditors in connection with its actions;



(iv)       hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any
known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;



(v)        prepare and maintain separate records, accounts and financial statements in accordance with generally accepted
accounting principles, consistently applied, and susceptible to audit.  To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective
entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;



(vi)       allocate and charge fairly and reasonably any overhead shared with any other Person;



(vii)      transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;



(viii)      conduct business solely in the name of the Trust.  In that regard all written and oral communications of the Trust,
including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust;



(ix)       maintain a separate office through which its business shall be conducted, provided that such office may be an office of
the Trustee, which office shall not be shared with the Company or any affiliates of the Company;



(x)        in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust
(other than the Trustee, the Delaware Trustee, the Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. 
Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the
Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the
Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;



(xi)       except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other
Person;



(xii)      except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other
Person;



(xiii)      except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;



(xiv)     not hold out its credit or assets as being available to satisfy the obligations of others;



(xv)      pay its liabilities only out of its funds;



(xvi)     pay the salaries of its own employees, if any; and



(xvii)     cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in
furtherance of the foregoing.


None of the Trustee, the Delaware Trustee, the Company or the Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.  Neither the Company
nor the Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.



Section 2.04.        Conveyance
of Mortgage Pool Assets; Security Interest.


The Company does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust, without recourse, all the Company’s right, title and interest in and to the Mortgage Pool
Assets. The Trust, as payment of the purchase price of the Mortgage Pool Assets, shall, on the Closing Date, issue the REMIC I Regular Interests and the Class R-1 Residual Interest to the Company. The REMIC I Regular Interests and the Class R-1 Residual Interest
shall together be a separate series of beneficial interests in the assets of the Trust consisting of the Mortgage Pool Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute.


It is the express intent of the parties hereto that the conveyance of the Mortgage Pool Assets to the Trust by the Company as provided in this Section 2.04 be, and be construed as, an absolute sale of the
Mortgage Pool Assets. It is, further, not the intention of the parties that such conveyance be deemed the grant of a security interest in the Mortgage Pool Assets by the Company to the Trust to secure a debt or other obligation of the Company. However, in the event
that, notwithstanding the intent of the parties, the Mortgage Pool Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the Mortgage Pool Assets, then


(a)        this Agreement shall constitute a security agreement;


(b)        the conveyance provided for in this Section 2.04 shall be deemed to be a grant by the Company to the Trust of, and the Company hereby grants to the Trust, to
secure all of the Company’s obligations hereunder, a security interest in all of the Company’s right, title, and interest, whether now owned or hereafter acquired, in and to:



(I)        The Mortgage Pool Assets;



(II)       All accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter-of-credit
rights, letters of credit, money, and oil, gas, and other minerals, consisting of, arising from, or relating to, any of the foregoing; and



(III)      All proceeds of the foregoing.


The Company shall file such financing statements, and the Company, the Servicer and the Trustee acting on behalf of the Trust at the direction of the Company shall, to the extent consistent with this
Agreement, take such other actions as may be necessary to ensure that, if this Agreement were found to create a security interest in the Mortgage Pool Assets, such security interest would be a perfected security interest of first priority under applicable law and
will be maintained as such throughout the term of the Agreement. In connection herewith, the Trust shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as in force in the relevant jurisdiction.



Section 2.05.        Delivery of Mortgage
Files.


On the Closing Date, the Company shall deliver to and deposit with, or cause to be delivered to and deposited with, the Trustee or the Initial Custodian the Mortgage Files, which shall at all times be
identified in the records of the Trustee or the Initial Custodian, as applicable, as being held by or on behalf of the Trust.


Concurrently with the execution and delivery hereof, the Company shall cause to be filed with respect to each Cooperative Loan the UCC assignment or amendment referred to in clause (Y)(vii) of the
definition of “Mortgage File.”  In connection with its servicing of Cooperative Loans, the Servicer shall use its best efforts to file timely continuation statements, if necessary, with regard to each financing statement relating to a Cooperative
Loan.


The Trustee is authorized, with the Servicer’s consent, to appoint on behalf of the Trust any bank or trust company approved by each of the Company and the Servicer as Custodian of the documents or
instruments referred to in this Section 2.05, in Section 2.12 or in Section 2.15, and to enter into a Custodial Agreement for such purpose; provided, however, that the Trustee shall be and remain liable for the acts and omissions of any such Custodian to the
extent (and only to the extent) that it would have been liable for such acts and omissions hereunder had such acts and omissions been its own acts and omissions.  Any documents delivered by the Company or the Servicer to the Custodian, if any, shall be deemed to
have been delivered to the Trustee for all purposes hereunder; and any documents held by the Custodian, if any, shall be deemed to be held by the Trustee for all purposes hereunder. There shall be a written Custodial Agreement between the Trustee and each Custodian.
Each Custodial Agreement shall contain an acknowledgment by the Custodian that all Mortgage Pool Assets, Mortgage Files, and other documents and property held by it at any time are held by it for the benefit of the Trust.  Each Custodial Agreement shall, if such
reports are required to be filed with the Commission as an exhibit to a Report on Form 10-K, require the Custodian, (i) if determined by the Servicer to be a party participating in the servicing function within the meaning of Item 1122 of Regulation AB, to deliver to
the Servicer the report on assessment of compliance with applicable servicing criteria and the accounting firm’s attestation report described in Section 3.13(c) and (ii) if determined by the Servicer to meet the criteria in Item 1108(a)(2)(i) through (iii) of
Regulation AB, to deliver to the Servicer the statement of compliance described in Section 3.13(e). Pursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the Trustee on the Trustee’s behalf with respect to the
delivery, receipt, examination, custody and release of the Mortgage Files related to the Mortgage Loans identified in the Initial Custodial Agreement, as provided therein. The Trustee shall not have any responsibility for the acts or omissions of the Initial
Custodian or any successor thereto (other than the Trustee); provided, however, that nothing herein shall relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its willful misconduct.


On or promptly after the Closing Date, the Servicer shall cause the MERS® System to indicate that each MERS Loan, if any, has been assigned to the Trustee, without recourse, or to the Trust, without
recourse, by including in the MERS® System computer files (a) the code necessary to identify the Trustee and (b) the code necessary to identify the series of the Certificates issued in connection with such Mortgage Loans; provided, however, that in the
event the Company acquired such Mortgage Loans from an affiliate of the Company, then the Servicer need not cause the MERS® System to indicate such assignment.  The Servicer shall not alter the codes referenced in this paragraph with respect to any MERS Loan
during the term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the MERS® System in accordance with the terms of this Agreement.



Section 2.06.        REMIC Election for REMIC
I.


The Servicer shall, on behalf of REMIC I, elect to treat REMIC I as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in
the Form 1066 and any appropriate state return to be filed on behalf of REMIC I for its first taxable year.


The Closing Date is hereby designated as the “startup day” of REMIC I within the meaning of Section 860G(a)(9) of the Code.


The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC I are hereby designated as “regular interests” in REMIC I for purposes of
Section 860G(a)(1) of the Code. The Class R-1 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC I for purposes of Section 860G(a)(2) of the Code.


The parties intend that the affairs of REMIC I shall constitute, and that the affairs of  REMIC I shall be conducted so as to qualify REMIC I as a REMIC. In furtherance of such intention, the Servicer
shall, on behalf of REMIC I: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year and using an accrual method of accounting for REMIC I when and as required by the REMIC Provisions and other
applicable federal income tax laws; (b) make an election, on behalf of the trust, for REMIC I to be treated as a REMIC on the federal tax return of  REMIC I for its first taxable year, in accordance with the REMIC Provisions; (c) prepare and forward, or cause to
be prepared and forwarded, to the Holders of the REMIC I Regular Interests and the Class R-1 Residual Interest and the Trustee, all information reports as and when required to be provided to them in accordance with the REMIC Provisions, and make available the
information necessary for the application of Section 860E(e) of the Code; (d) conduct the affairs of REMIC I at all times that any REMIC I Regular Interests are outstanding so as to maintain the status of REMIC I as a REMIC under the REMIC Provisions; (e) not
knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC I; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC I when and as the same shall be due and
payable (but such obligation shall not prevent the Servicer from contesting any such tax in appropriate proceedings and shall not prevent the Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).


The Company and the Trustee shall promptly provide the Servicer with such information in the possession of the Company or the Trustee, respectively, as the Servicer may from time to time request for the
purpose of enabling the Servicer to prepare or cause the preparation of tax returns.  If so requested by the Servicer, the Trustee shall sign tax returns on behalf of the REMICs.


In the event that a Mortgage Loan is discovered to have a defect which, had such defect been discovered before the startup day, would have prevented such Mortgage Loan from being a “qualified
mortgage” within the meaning of Section 860G(a)(3) of the Code, and the Seller does not repurchase such Mortgage Loan within 90 days of such date pursuant to Section 3.3 of the Mortgage Loan Purchase Agreement, the Servicer, on behalf of the Trust, shall within
90 days of the date such defect is discovered sell such Mortgage Loan at such price as the Servicer, in its sole discretion, determines to be the greatest price that will result in the purchase thereof within 90 days of such date, unless the Servicer delivers to the
Trustee an Opinion of Counsel to the effect that continuing to hold such Mortgage Loan will not adversely affect the status of the electing portion of REMIC I as a REMIC for federal income tax purposes.


In the event that the Servicer has paid any federal prohibited transaction penalty taxes imposed on REMIC I pursuant to clause (f) of the third preceding paragraph, the Trustee on behalf of the Trust shall
(unless the Servicer’s failure to exercise reasonable care was the primary cause of the imposition of such taxes) reimburse the Servicer or its agent, upon the written request of the Servicer, for such payment from amounts on deposit in the Certificate Account
in reduction of the REMIC I Available Distribution Amount for the applicable Distribution Date.  In the event that any federal prohibited transaction penalty taxes are imposed on REMIC I and not paid by the Servicer pursuant to clause (f) of the third preceding
paragraph, the Trustee on behalf of the Trust shall pay such taxes from amounts on deposit in the Certificate Account in reduction of the REMIC I Available Distribution Amount for the applicable Distribution Date. The amount so reimbursed or paid pursuant to either
of the immediately preceding two sentences shall be allocated as a loss to the Class R-1 Residual Interest, in reduction of the Class Principal Balance thereof.


Neither the Trustee nor the Tax Matters Person shall knowingly or intentionally take any action that would cause the termination of the REMIC status of REMIC I.



Section 2.07.        Acceptance
by Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified
copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files and related
documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the REMIC I Regular Interests and the Class R-1 Residual Interest. The Trustee shall review (or, with respect to the Mortgage Loans identified in
the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause
the Initial Custodian to deliver to the Company a certification, which satisfies the applicable requirements of this Agreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy
the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage
File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing
such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in
each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness or suitability of any Mortgage Loan.



If the Trustee finds any document or documents required to be included in the Mortgage File for a Mortgage Loan pursuant to the definition of “Mortgage File” not to
have been executed and received, the Trustee shall promptly so notify the Servicer.  An exception report delivered by the Custodian to the Servicer pursuant to the Custodial Agreement shall be deemed to constitute such notice. Upon notice from the Trustee or the
Custodian that any document required to be included in the Mortgage File for a Mortgage Loan has not been executed and received, the Servicer shall promptly notify the Seller of such defect and take appropriate steps on behalf of the Trust to enforce the
Seller’s obligation, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to correct or cure such defect or repurchase or substitute for such Mortgage Loan, in accordance with and subject to the time limitations set forth in such Section 2.4;
provided, however, that the Servicer shall not require or permit the Seller to repurchase a Mortgage Loan pursuant to such Section 2.4 of the Mortgage Loan Purchase Agreement more than two years after the Closing Date unless (a) such defect would cause the
Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the Servicer, at the expense of the Seller, delivers to the
Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code; provided, further, that in the
event that such defect consists solely of the failure of the Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Servicer shall instead notify the Seller of such defect and take
appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 2.3 of the Mortgage Loan Purchase Agreement, to comply with the procedure described in such Section 2.3.


In connection with the enforcement of the Seller’s repurchase or substitution obligation pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with
the additional provisions set forth in Section 2.10 hereof.



Section 2.08.        Representation and Warranty of the Company Concerning the Mortgage Loans. The Company hereby represents and warrants to the Trust that, immediately upon the transfer and assignment contemplated by Section 2.04, the Trust shall have good title
to, and will be the sole legal owner of, each Mortgage Loan, free and clear of any encumbrance or lien, other than (i) any lien arising before the Company’s purchase of the Mortgage Loan from the Seller and (ii) any lien arising under this Agreement.



The representation and warranty set forth in this Section 2.08 shall survive delivery of the respective Mortgage Files to the Trustee or the Custodian, as the case may be, and
shall continue throughout the term of this Agreement. Upon discovery by any of the Company, the Servicer or the Trustee of a breach of the foregoing representation and warranty which materially and adversely affects the value of the related Mortgage Loans or the
interests of the Trust in the related Mortgage Loans, the party discovering such breach shall give prompt written notice to the others. Within 90 days of its discovery or its receipt of notice of breach, the Company shall repurchase or substitute for the affected
Mortgage Loan or Mortgage Loans or any property acquired in respect thereof by the Trust, unless it has cured such breach in all material respects. Any such substitution shall be made within the three-month period commencing on the Closing Date (or within the
two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)). Any such repurchase shall be made at the
Repurchase Price; provided, however, that no Mortgage Loan shall be repurchased pursuant to this Section 2.08 unless (a) the Mortgage Loan to be repurchased is in default, or default is in the judgment of the Servicer reasonably imminent, or (b)
the Servicer, at the expense of the Company, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the repurchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section
860F(a) of the Code. If such breach would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence, the repurchase or substitution must occur within the sooner of (i) 90 days from
the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date.


Any number of Substitute Mortgage Loans may be substituted for any number of Reacquired Mortgage Loans, subject to the limitations described in the next sentence. With respect to the Mortgage Loans
substituted on any date, (i) the aggregate Principal Balance of the Substitute Mortgage Loans shall not exceed the aggregate Principal Balance of the Reacquired Mortgage Loans, (ii) each Substitute Mortgage Loan shall mature no later than, and not more than two years
before, the weighted average date of maturity of the Reacquired Mortgage Loans, (iii) each Substitute Mortgage Loan shall have a Current Loan-to-Value Ratio equal to or less than the weighted average Current Loan-to-Value Ratio of the Reacquired Mortgage Loans and
(iv) each Substitute Mortgage Loan shall have a Mortgage Interest Rate on the date of substitution equal to or no more than 1 percentage point greater than the weighted average Mortgage Interest Rate of the Reacquired Mortgage Loans and (v) if the Reacquired Mortgage
Loans do not provide for any payments of principal during an initial period, each Substitute Mortgage Loan also shall not provide for payments of principal during such initial period. In addition, a Substitute Mortgage Loan shall not be a High Cost Loan or Covered
Loan (as such terms are defined in the Standard & Poor's LEVELS® Glossary in effect on the date of substitution, with such exceptions thereto as the Company and S&P may reasonably agree). A Substitute Mortgage Loan may be substituted for a defective
Mortgage Loan that is itself a Substitute Mortgage Loan.


In connection with the substitution of one or more Substitute Mortgage Loans for one or more Reacquired Mortgage Loans on any date, the Company shall pay to the Trust the Substitution Price for such
Reacquired Mortgage Loans, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a Mortgage Loan pursuant to this Section 2.08.


With respect to each Substitute Mortgage Loan, the Company shall (a) deliver to and deposit with, or cause to be delivered to and deposited with, the Trustee or the Custodian on behalf of the Trust the
Mortgage File for such Substitute Mortgage Loan and (b) cause the Seller to enter into an agreement with the Trust and the Servicer pursuant to which, with respect to such Substitute Mortgage Loan, the Seller will (i) make, as of the date of substitution, each of the
representations and warranties that the Seller made pursuant to Section 3.1 of the Mortgage Loan Purchase Agreement with respect to the original Mortgage Loan (except that references to “Closing Date” or “Cut-off Date” in such Section 3.1
shall be changed to the applicable date of substitution), (ii) agree to deliver any missing Recording Documents with respect to such Substitute Mortgage Loan, and to repurchase or substitute for such Substitute Mortgage Loan in the event of the Seller’s failure
to deliver any document required to be included in such Mortgage File or in the event of the Seller’s material breach of any of such representations and warranties, upon the same terms as the Seller’s corresponding obligations with respect to the original
Mortgage Loan pursuant to Sections 2.3, 2.4 and 3.3 of the Mortgage Loan Purchase Agreement, and (iii) convey such Substitute Mortgage Loan to the Trust.


The Company shall pay all costs and expenses incurred in connection with any repurchase or substitution by the Company made pursuant to this Section 2.08.



With respect to each Mortgage Loan repurchased pursuant to this Section 2.08 and each Reacquired Mortgage Loan, the Company shall own and be entitled to receive all scheduled
payments due after the date of repurchase or substitution, as applicable, any Curtailments received in or after the calendar month of repurchase or substitution, as applicable, and any Payoffs received after the 14th day of the calendar month of repurchase or
substitution, as applicable; and with respect to each Substitute Mortgage Loan, the Company shall own and be entitled to receive all payments due under the related Mortgage Note on or before the date of substitution. Any such payments received by the Servicer shall
promptly be remitted by the Servicer to the Company. With respect to each Substitute Mortgage Loan, the Trust shall own and be entitled to receive all scheduled payments due after the date of substitution, any Curtailments received in or after the calendar month of
substitution, and any Payoffs received after the 14th day of the calendar month of substitution. Any such payments received by the Company shall promptly be remitted by the Company to the Servicer.


In connection with any repurchase or substitution by the Company made pursuant to this Section 2.08, the Servicer and the Trustee (to the extent of any obligations on its part) shall comply with the
additional provisions set forth in Section 2.10 hereof.



Section 2.09.        Representations and Warranties of the Seller Concerning the Mortgage Loans. The Company hereby assigns to the Trust all of its rights under the Mortgage Loan Purchase Agreement, to the extent that the Mortgage Loan Purchase Agreement relates to
the Mortgage Loans.


Upon discovery by any of the Company, the Servicer or the Trustee (in the case of the Trustee, having actual knowledge thereof) of a breach of any of the representations and warranties in respect of the
Mortgage Loan set forth in Section 3.1 of the Mortgage Loan Purchase Agreement (in the case of a breach of the representation set forth in clause (xxix) of such Section 3.1 thereof, determined as specified in Section 3.3(b) thereof) that materially and adversely
affects the value of the related Mortgage Loans or the interests of the Trust in the related Mortgage Loans, the party discovering such breach shall give prompt written notice to the others. Any breach of the representation set forth in clause (xxvii) or clause
(xxviii) of such Section 3.1 thereof shall be deemed to materially and adversely affect the value of the related Mortgage Loans or the interests of the Trust in the related Mortgage Loans. The Servicer shall promptly notify the Seller of such breach and take
appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 3.3 of the Mortgage Loan Purchase Agreement, to cure such breach in all material respects or repurchase or substitute for the affected Mortgage Loan or Mortgage
Loans or any property acquired in respect thereof, in accordance with and subject to the time limitations set forth in such Section 3.3; provided, however, that the Seller shall not be required or permitted to repurchase a Mortgage Loan pursuant to such
Section 3.3 thereof unless (a) such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), (b) such Mortgage Loan is in default, or default is in the judgment of the Servicer reasonably imminent, or (c) the
Servicer, at the expense of the Seller, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the purchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a)
of the Code.


In connection with the enforcement of the Seller’s repurchase or substitution obligation pursuant to Section 3.3 of the Mortgage Loan Purchase Agreement, the Servicer and the Trustee shall comply with
the additional provisions set forth in Section 2.10 hereof.



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


The Servicer shall deposit or cause to be deposited in the Custodial Account for P&I (i) the Repurchase Price that it receives for each Mortgage Loan repurchased by the Company pursuant to Section 2.08
hereof, (ii) the Substitution Price that it receives in connection with each substitution for a Mortgage Loan by the Company pursuant to such Section 2.08, (iii) the Repurchase Price (as defined in the Mortgage Loan Purchase Agreement) that it receives for each
Mortgage Loan repurchased by the Seller pursuant to Section 2.4 or 3.3 of the Mortgage Loan Purchase Agreement and (iv) the Substitution Price (as defined in the Mortgage Loan Purchase Agreement) that it receives in connection with each substitution for a Mortgage
Loan by the Seller pursuant to such Section 2.4 or 3.3 thereof.


Upon receipt by the Trustee of written notification, signed by a Servicing Officer, of the deposit in the Custodial Account for P&I of the Repurchase Price or Substitution Price, as applicable, and (in
the case of a substitution for a Mortgage Loan) upon receipt by the Trustee of such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Trust title to any Substitute Mortgage Loan, the Trustee shall (or, if
applicable, shall cause the Custodian in accordance with the Custodial Agreement to) on behalf of the Trust release to the Company or the Seller, as applicable, or to such person’s designee, the Mortgage File for such Mortgage Loan and shall execute and deliver
(or, in the event that the Mortgage Files are held in the name of the Custodian, shall cause the Custodian in accordance with the Custodial Agreement to execute and deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without
recourse, as shall be necessary to vest in such person or its designee or assignee title to any such Mortgage Loan. In furtherance of the foregoing, if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof or substitution therefor such Mortgage
Loan shall cease to be serviced by a servicer that is a member of MERS or if the Company or the Seller, as applicable, or such person’s assignee, shall so request, the Servicer shall cause MERS to execute and deliver an assignment of the Mortgage in recordable
form from MERS to such person or its assignee and shall cause the Mortgage Loan to be removed from registration on the MERS® System in accordance with MERS’ rules and procedures.


It is understood and agreed that the obligation of (a) the Seller, pursuant to Section 2.4 of the Mortgage Loan Purchase Agreement, to repurchase or substitute for any Mortgage Loan as to which a defect in
a constituent document exists, or (b) of the Seller or the Company, as applicable, pursuant to Section 3.3 of the Mortgage Loan Purchase Agreement or Section 2.8 hereof, to repurchase or substitute for any Mortgage Loan as to which a breach has occurred and is
continuing, shall constitute the sole remedy respecting such defect or breach available to the Trust or the Holders of the REMIC interests or the Certificates issued hereunder or the Trustee on behalf of such Holders.



Section 2.11.        Acknowledgment of Transfer of Mortgage Pool Assets. The Trustee hereby  acknowledges and accepts on behalf of the Trust the transfer and assignment pursuant to Section 2.04 to the Trust of the Mortgage Pool Assets, but without having made
the review required to be made within 45 days pursuant to Section 2.07, and declares that as of the Closing Date it (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, the Custodian on behalf of the Trustee) holds and shall hold any
documents constituting a part of the Mortgage Pool Assets, and the Mortgage Pool Assets, as Trustee in trust, upon the trust herein set forth, for the use and benefit of all present and future Holders of the REMIC I Regular Interests and the Class R-1 Residual
Interest.



Section 2.12.        Conveyance
of REMIC II Assets; Security Interest.  The Company does hereby irrevocably sell, transfer, assign, set over, and otherwise convey to the Trust, without recourse, all the Company’s right, title and interest in and to the REMIC II Assets. The
Trust, as payment of the purchase price of the REMIC II Assets, shall issue the REMIC II Regular Interests and the Class R-2 Residual Interest to the Company on the Closing Date. Pursuant to Section 3818 of the Statutory Trust Statute, the REMIC I Regular Interests
shall not be cancelled and shall be held as treasury interests owned by the Trust. The REMIC II Regular Interests and the Class R-2 Residual Interest shall together be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC II
Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute.



            It is the express intent of the parties hereto that the conveyance of the
REMIC II Assets to the Trust by the Company as provided in this Section 2.12 be, and be construed as, an absolute sale of the REMIC II Assets. It is, further, not the intention of the parties that such conveyance be deemed the grant of a security interest in the
REMIC II Assets by the Company to the Trust to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the REMIC II Assets are held to be the property of the Company, or if for any other reason this
Agreement is held or deemed to create a security interest in the REMIC II Assets, then


(a)        this Agreement shall constitute a security agreement;


(b)        the conveyance provided for in this Section 2.12 shall be deemed to be a grant by the Company to the Trust of, and the Company hereby grants to the Trust, to
secure all of the Company’s obligations hereunder, a security interest in all of the Company’s right, title, and interest, whether now owned or hereafter acquired, in and to:



(I)        The REMIC I Regular Interests, including without limitation all rights represented thereby in and to the Mortgage Pool Assets and the
proceeds thereof;



(II)       All accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter-of-credit
rights, letters of credit, money, and oil, gas, and other minerals, consisting of, arising from, or relating to, any of the foregoing; and



(III)      All proceeds of the foregoing.


The Company shall file such financing statements, and the Company and the Trustee acting on behalf of the Trust at the direction of the Company shall, to the extent consistent with this Agreement, take such
other actions as may be necessary to ensure that, if this Agreement were found to create a security interest in the REMIC II Assets, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such
throughout the term of this Agreement. In connection herewith, the Trust shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as in force in the relevant jurisdiction.



Section 2.13.        REMIC Election for REMIC
II.


The Servicer shall, on behalf of REMIC II, elect to treat REMIC II as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included
in the Form 1066 and any appropriate state return to be filed on behalf of REMIC II for its first taxable year.


The Closing Date is hereby designated as the “startup day” of REMIC II within the meaning of Section 860G(a)(9) of the Code.


The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC II are hereby designated as “regular interests” in REMIC II for purposes of
Section 860G(a)(1) of the Code. The Class R-2 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC II for purposes of Section 860G(a)(2) of the Code.


The parties intend that the affairs of REMIC II shall constitute, and that the affairs of REMIC II shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Servicer shall,
on behalf of REMIC II: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year for REMIC II when and as required by the REMIC provisions and other applicable federal income tax laws; (b) make an
election, on behalf of REMIC II, to be treated as a REMIC on the federal tax return of REMIC II for its first taxable year, in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the
Holders of the Class R-2 Residual Interest all information reports as and when required to be provided to them in accordance with the REMIC provisions; (d) conduct the affairs of REMIC II at all times that any of the Certificates are outstanding so as to maintain the
status of REMIC II as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC II; and (f) pay the amount of any federal prohibited transaction
penalty taxes imposed on REMIC II when and as the same shall be due and payable (but such obligation shall not prevent the Servicer or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Servicer from
withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).


In the event that the Servicer has paid any federal prohibited transaction penalty taxes imposed on REMIC II pursuant to clause (f) of the immediately preceding paragraph, the Trustee on behalf of the Trust
shall (unless the Servicer’s failure to exercise reasonable care was the primary cause of the imposition of such taxes) reimburse the Servicer, upon the written request of the Servicer, for such payment from amounts on deposit in the Certificate Account in
reduction of the REMIC I Available Distribution Amount for the applicable Distribution Date.  In the event that any federal prohibited transaction penalty taxes are imposed on REMIC II and not paid by the Servicer pursuant to clause (f) of the immediately
preceding paragraph, the Trustee on behalf of the Trust shall pay such taxes from amounts on deposit in the Certificate Account in reduction of the REMIC I Available Distribution Amount for the applicable Distribution Date. The amount so reimbursed or paid pursuant
to either of the immediately preceding two sentences shall be allocated as a loss to the Class R-1 Residual Interest, in reduction of the Class Principal Balance thereof.


Neither the Trustee nor the Tax Matters Person shall knowingly or intentionally take any action that would cause the termination of the REMIC status of REMIC II.



Section 2.14.        Acknowledgement of Transfer of REMIC II Assets. The Trustee hereby acknowledges and accepts on behalf of the Trust the assignment to the Trust pursuant to Section 2.12 of the REMIC II Assets and declares that as of the Closing Date it holds and
shall hold any documents constituting a part of the REMIC II Assets, and the REMIC II Assets, as Trustee in trust, upon the trust herein set forth, for the use and benefit of all present and future Holders of the REMIC II Regular Interests and the Class R-2 Residual
Interest.



Section 2.15.        Conveyance
of Class PPP-M Regular Interest; Security Interest.  The Company does hereby irrevocably sell, transfer, assign, set over, and otherwise convey to the Trust, without recourse, all the Company’s right, title and interest in and to the Class
PPP-M Regular Interest. The Trust, as payment of the purchase price of the Class PPP-M Regular Interest, shall issue the Class PPP Certificates to the Company or the Company’s designee on the Closing Date in Authorized Denominations. Pursuant to Section 3818 of
the Statutory Trust Statute, the Class PPP-M Regular Interest shall not be cancelled and shall be held as treasury interests owned by the Trust. The Class PPP Certificates shall be a separate series of beneficial interests in the assets of the Trust consisting of the
Class PPP-M Regular Interest and the Assigned Prepayment Premiums pursuant to Section 3806(b)(2) of the Statutory Trust Statute.



            It is the express intent of the parties hereto that the conveyance of the
Class PPP-M Regular Interest to the Trust by the Company as provided in this Section 2.15 be, and be construed as, an absolute sale of the Class PPP-M Regular Interest. It is, further, not the intention of the parties that such conveyance be deemed the grant of a
security interest in the Class PPP-M Regular Interest by the Company to the Trust to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the Class PPP-M Regular Interest is held to be the property
of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the Class PPP-M Regular Interest, then


(a)        this Agreement shall constitute a security agreement;


(b)        the conveyance provided for in this Section 2.15 shall be deemed to be a grant by the Company to the Trust of, and the Company hereby grants to the Trust, to
secure all of the Company’s obligations hereunder, a security interest in all of the Company’s right, title, and interest, whether now owned or hereafter acquired, in and to:



(I)        The Class PPP-M Regular Interest, including without limitation all rights represented thereby in and to the Mortgage Pool Assets and
the proceeds thereof;



(II)       All accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter-of-credit
rights, letters of credit, money, and oil, gas, and other minerals, consisting of, arising from, or relating to, any of the foregoing; and



(III)      All proceeds of the foregoing.



The Company shall file such financing statements, and the Company and the Trustee acting on behalf of the Trust at the direction of the Company shall, to
the extent consistent with this Agreement, take such other actions as may be necessary to ensure that, if this Agreement were found to create a security interest in the Class PPP-M Regular Interest, such security interest would be a perfected security interest of
first priority under applicable law and will be maintained as such throughout the term of this Agreement. In connection herewith, the Trust shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as in force in the relevant
jurisdiction.



Section 2.16.        Acknowledgement of Transfer of Class PPP-M Regular Interest. The Trustee hereby acknowledges and accepts on behalf of the Trust the assignment to the Trust pursuant to Section 2.15 of the Class PPP-M Regular Interest and declares that as of the
Closing Date it holds and shall hold any documents constituting a part of the Class PPP-M Regular Interest, and the Class PPP-M Regular Interest, as Trustee in trust, upon the trust herein set forth, for the use and benefit of all present and future Holders of the
Class PPP Certificates.



Section 2.17.        Legal
Title. Legal title to all assets of the Trust shall be vested at all times in the Trust as a separate legal entity.



Section 2.18.        Compliance
with ERISA Requirements. For purposes of ensuring compliance with the requirements of the “underwriter’s exemption” (U.S. Department of Labor Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (Aug. 22, 2002)), issued under
ERISA, and for the avoidance of any doubt as to the applicability of other provisions of this Agreement, to the fullest extent permitted by applicable law and except as contemplated by this Agreement, the Trust shall not be a party to any merger, consolidation or
reorganization, or liquidate or sell its assets.



Section 2.19.        Additional
Representation Concerning the Mortgage Loans. Based on the Seller’s obligation, pursuant to Section 3.3 of the Mortgage Loan Purchase Agreement, to repurchase or substitute for the affected Mortgage Loan in the event of a breach of the
representation set forth in clauses (xxvii) or (xxviii) of such Section 3.3 thereof, the parties hereto agree and understand that it is not intended for the Mortgage Pool to include any Mortgage Loan that is a “high-cost home loan” as defined under the
New Jersey Home Ownership Security Act of 2002, the New Mexico Home Loan Protection Act, the Massachusetts Predatory Home Loan Practices Act or the Indiana Home Loan Practices Act (Indiana Code, Section 24-9 et seq.).



ARTICLE III



Administration and Servicing of Mortgage Loans



Section 3.01.        The
Servicer.  Washington Mutual Bank shall act as Servicer to service and administer the Mortgage Loans on behalf of the Trust in accordance with the terms hereof, consistent with prudent mortgage loan servicing practices and (unless inconsistent
with prudent mortgage loan servicing practices) in the same manner in which, and with the same care, skill, prudence and diligence with which, it services and administers similar mortgage loans for other portfolios, and shall have full power and authority to do or
cause to be done any and all things in connection with such servicing and administration which a prudent servicer of mortgage loans would do under similar circumstances, including, without limitation, the power and authority to bring actions and defend the Mortgage
Pool Assets on behalf of the Trust in order to enforce the terms of the Mortgage Notes. The Servicer may perform its servicing responsibilities through subservicers or other agents or independent contractors, but shall not thereby be released from any of its
responsibilities hereunder and the Servicer shall diligently pursue all of its rights against such subservicers or other agents or independent contractors; provided, however, that the Servicer shall, if such reports are required to be filed with the Commission
as an exhibit to a Report on Form 10-K, (i) cause each such party, if determined by the Servicer to be a party participating in the servicing function within the meaning of Item 1122 of Regulation AB, to deliver to the Servicer the report on assessment of compliance
with applicable servicing criteria and the accounting firm’s attestation report described in Section 3.13(c) and (ii) cause each such party, if determined by the Servicer to meet the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB, to deliver to
the Servicer the statement of compliance described in Section 3.13(e).


The Servicer shall make reasonable efforts to collect or cause to be collected all payments called for under the terms and provisions of the Mortgage Loans and shall, to the extent such procedures shall be
consistent with this Agreement and the terms and provisions of any Primary Insurance Policy, any FHA insurance policy or VA guaranty, any hazard insurance policy, and federal flood insurance, cause to be followed such collection procedures as are followed with
respect to mortgage loans comparable to the Mortgage Loans and held in portfolios of responsible mortgage lenders in the local areas where each Mortgaged Property is located. The Servicer shall enforce “due-on-sale” clauses with respect to the related
Mortgage Loans, to the extent permitted by law, subject to the provisions set forth in Section 3.08.


Consistent with the foregoing, the Servicer may, in accordance with prudent mortgage loan servicing practices and subject to Section 3.20, (i) waive or cause to be waived any assumption fee or late payment
charge in connection with the prepayment of any Mortgage Loan and (ii) only upon determining that the coverage of any applicable insurance policy or guaranty related to a Mortgage Loan will not be materially adversely affected, arrange a schedule, running for no more
than 180 days after the first delinquent Due Date, for payment of any delinquent installment on any Mortgage Note or for the liquidation of delinquent items.


Consistent with the terms of this Section 3.01, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner
grant indulgence to any Mortgagor if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan
would not be adversely affected by such waiver, modification, postponement or indulgence; provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan or in the reasonable judgment of the Servicer such default is imminent) the
Servicer shall not permit any modification with respect to any Mortgage Loan that would (i) change the applicable Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding principal balance (except for actual payments
of principal) or extend the final maturity date with respect to such Mortgage Loan, or (ii) be inconsistent with the terms of any applicable Primary Insurance Policy, FHA insurance policy, VA guaranty, hazard insurance policy or federal flood insurance policy.
Notwithstanding the foregoing, the Servicer shall not permit any modification with respect to any Mortgage Loan that would both constitute a sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code (including any proposed, temporary or
final regulations promulgated thereunder) (other than in connection with a proposed conveyance or assumption of such Mortgage Loan that is treated as a Principal Prepayment or in a default situation) and cause any REMIC to fail to qualify as such under the Code. The
Servicer shall be entitled to approve a request from a Mortgagor for a partial release of the related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property or other similar
matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely
affected thereby and that REMIC I and REMIC II would not fail to continue to qualify as REMICs under the Code as a result thereof and that no tax on “prohibited transactions” or “contributions” after the startup day would be imposed on any
REMIC as a result thereof.


The Servicer is hereby authorized and empowered by the Trust to, and shall, execute and deliver or cause to be executed and delivered on behalf of the Holders of the REMIC I Regular Interests and the Class
R-1 Residual Interest, the Trustee and the Trust or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release, discharge or modification, assignments of Mortgages and endorsements of Mortgage Notes in connection with
refinancings (in jurisdictions where such assignments are the customary and usual standard of practice of mortgage lenders) and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Servicer is hereby
further authorized and empowered by the Trust to execute and deliver or cause to be executed and delivered on behalf of the Holders of the REMIC I Regular Interests and the Class R-1 Residual Interest, the Trustee and the Trust, or any of them, such instruments
of assignment or other comparable instruments as the Servicer shall, in its sole judgment, deem appropriate in order to register any Mortgage Loan on the MERS® System or to cause the removal of any Mortgage Loan from registration thereon. Any expenses incurred in
connection with the actions described in the preceding sentence shall be borne by the Servicer with no right of reimbursement; provided, however, that any such expenses incurred as a result of any termination by MERS of the MERS® System shall be
reimbursable to the Servicer.  The Trustee on behalf of the Trust shall execute and furnish to the Servicer, at the Servicer’s direction, any powers of attorney and other documents prepared by the Servicer and determined by the Servicer to be necessary or
appropriate to enable the Servicer to carry out its supervisory, servicing and administrative duties under this Agreement.


The Servicer shall obtain (to the extent generally commercially available) and maintain fidelity bond and errors and omissions coverage acceptable to Fannie Mae or Freddie Mac with respect to its
obligations under this Agreement.  The Servicer shall establish escrow accounts for, or pay when due (by means of an advance), any tax liens in connection with the Mortgaged Properties and premiums with respect to any insurance required to be maintained by the
Servicer under Section 3.06 and 3.07, to the extent that such amounts are not paid by the Mortgagors when due and to the extent that any such payment would not constitute a Nonrecoverable Advance when made.


In connection with the servicing and administering of each Mortgage Loan, the Servicer and any affiliate of the Servicer (i) may perform services such as appraisals, default management and (in the case of
affiliates only) brokerage services that are not customarily provided by servicers of mortgage loans, and shall be entitled to reasonable compensation therefor and (ii) may, at its own discretion and on behalf of the Trust, obtain credit information in the form
of a “credit score” from a credit repository.



Section 3.02.        The
Custodial Accounts for P&I and Buydown Fund Accounts. The Servicer shall establish and maintain the Custodial Accounts for P&I and shall deposit or cause to be deposited therein within 48 hours of receipt the following amounts received or
advanced by the Servicer with respect to the Mortgage Loans:



(i)         all scheduled payments of principal;



(ii)        all scheduled payments of interest, net of the Servicing Fees (to the extent not applied to pay Compensating
Interest);



(iii)       all Curtailments and Payoffs;



(iv)       all Insurance Proceeds (except Insurance Proceeds required for the restoration or repair of the related Mortgaged
Property, which shall be retained by the Servicer in an escrow account established for such purpose and maintained in an Eligible Institution, and which may, at the Servicer’s option, be invested in Eligible Investments), Liquidation Proceeds, Excess
Liquidation Proceeds and Subsequent Recoveries;



(v)        all Repurchase Proceeds; and



(vi)       (a) all Prepayment Premiums collected on the Mortgage Loans, (b) all payments made by the Servicer in respect of
Prepayment Premiums pursuant to Section 3.20 and (c) all payments received by the Servicer from the Seller in respect of Prepayment Premiums pursuant to Section 3.4 of the Mortgage Loan Purchase Agreement.


The Servicer shall not be required to deposit or cause to be deposited in the Custodial Accounts for P&I the additional servicing compensation described in the second sentence of the definition of
“Servicing Fee.”


In the event that Buydown Funds have been provided with respect to any Mortgage Loan, the Servicer shall deposit such Buydown Funds in Buydown Fund Accounts established and maintained by the
Servicer.


The Servicer is hereby authorized to make withdrawals from and to issue drafts against the Custodial Accounts for P&I and the Buydown Fund Accounts for the purposes required or permitted by this
Agreement.


The Servicer hereby undertakes to assure remittance to the Certificate Account of all amounts relating to the Mortgage Loans that have been collected by the Servicer and are due to the Certificate Account
pursuant to Section 4.01 of this Agreement.


Funds held in the Custodial Account for P&I may, at the Servicer’s option, be invested in (i) one or more Eligible Investments which shall in no event mature later than the Business Day prior to
the Distribution Date on which such funds are required to be distributed to pursuant to Article IV (except if such Eligible Investments are obligations of the institution acting as the Trustee, in which case such Eligible Investments may mature on such Distribution
Date), or (ii) such other instruments as shall be required to maintain the Ratings.



Section 3.03.        The
Investment Account; Eligible Investments.


(a)        At its option, the Servicer may invest funds withdrawn from the Custodial Accounts for P&I or the Buydown Fund Accounts for its own account and at its own
risk, during any period prior to their deposit in the Certificate Account pursuant to Section 3.04. Funds so withdrawn shall immediately be deposited by the Servicer with the Investment Depository in the Investment Account in the name of the Servicer and the Trust
for investment only as set forth in this Section 3.03. The Servicer shall bear any and all losses incurred on any investments made with such funds and shall be paid all gains realized on such investments (except Payoff Earnings to the extent applied to pay
Compensating Interest) as additional servicing compensation.


(b)        Funds held in the Investment Account shall be invested in (i) one or more Eligible Investments which shall in no event mature later than the Business Day prior
to the Distribution Date on which such funds are required to be distributed pursuant to Article IV (except if such Eligible Investments are obligations of the institution acting as the Trustee, in which case such Eligible Investments may mature on such Distribution
Date), or (ii) such other instruments as shall be required to maintain the Ratings.



Section 3.04.        The Certificate
Account.


(a)        On or prior to the Closing Date, the Trustee shall establish or cause to be established the Certificate Account. Promptly after the Closing Date, the Trustee
shall communicate to the Servicer the account number and wiring instructions for the Certificate Account.


(b)        Not later than the Business Day prior to each Distribution Date, the Servicer shall direct the Investment Depository to withdraw from the Investment Account and
deposit in the Certificate Account (or, in the event any such amounts have not been deposited in the Investment Account, the Servicer shall withdraw from the Custodial Accounts for P&I or the Buydown Fund Accounts, as applicable, and deposit in the Certificate
Account) the following amounts (in each case, net of any amounts that the Servicer is entitled to withdraw from the Custodial Accounts for P&I pursuant to Section 3.05(a)(i) through (v)):



(i)                  Scheduled installments of principal and interest on the Mortgage Loans received by the Servicer which were due on or before the related Due
Date;



(ii)                Payoffs
received by the Servicer during the related Payoff Period, with interest to the date of Payoff;



(iii)               Curtailments,
Insurance Proceeds (except Insurance Proceeds required for the restoration or repair of the related Mortgaged Property), Liquidation Proceeds, Excess Liquidation Proceeds, Subsequent Recoveries and Repurchase Proceeds received by the Servicer during the Prior
Period;



(iv)              the Assigned
Prepayment Premiums for such Distribution Date;



(v)                any
Monthly P&I Advance required to be made by the Servicer for such Distribution Date;



(vi)              amounts paid by the
Servicer in connection with the exercise of its option to terminate this Agreement pursuant to Section 9.01; and



(vii)             any other amounts required
to be distributed from the Certificate Account on such Distribution Date pursuant to Article IV (other than amounts to be deposited in the Certificate Account by the Trustee pursuant to clause (c) of this Section 3.04).


(c)        Funds held in the Certificate Account shall be invested at the written direction of the Servicer in (i) one or more Eligible Investments which shall in no event
mature later than the Business Day prior to the related Distribution Date (except if such Eligible Investments are obligations of the institution acting as the Trustee, such Eligible Investments may mature on the Distribution Date), or (ii) such other instruments as
shall be required to maintain the Ratings.  The Servicer shall be entitled to be paid as additional servicing compensation any gains earned on such Eligible Investments and shall bear any losses suffered in connection therewith.  If the Trustee has not
received such written investment directions from the Servicer, the Trustee shall not invest funds held in the Certificate Account.  The Trustee shall have no liability for any losses on investments of funds held in the Certificate Account.



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


(a)        The Servicer is authorized to make withdrawals (or, in the case of the Certificate Account, to direct the Trustee to make withdrawals), from
time to time, from the Investment Account, the Certificate Account or the Custodial Accounts for P&I of amounts deposited therein, as follows:



(i)                  To reimburse itself for the following amounts advanced
by the
Servicer, to the extent that such amounts have not been previously reimbursed or otherwise recovered by the Servicer:  (a) Monthly P&I Advances made pursuant to Section
4.02, (b) amounts advanced with respect to the payment of taxes pursuant to the sixth paragraph of Section 3.01, (c)
amounts advanced to
maintain any required insurance pursuant to Sections 3.06 and 3.07 and (d) amounts expended by or for the account of the Servicer pursuant to Section 3.09 in connection with foreclosure or bankruptcy proceedings or the maintenance or restoration
of Mortgaged Properties,such right to reimbursement pursuant to this paragraph (i) being limited to amounts (including late Monthly Payments, Insurance Proceeds and Liquidation Proceeds)
received on the particular Mortgage Loan with respect to which such advances were made;



(ii)                To
reimburse itself for amounts 
advanced by the Servicer that the Servicer has determined
to be Nonrecoverable Advances;



(iii)               To pay to
itself the sum of the Servicing Fees and any Payoff Interest (net of Compensating Interest reduced by Payoff Earnings) for the related Distribution Date;



(iv)              To pay to itself the
amount of any reinvestment earnings deposited or earned in the Investment Account or the Certificate Account (reduced by the lesser of Payoff Earnings and Compensating Interest for the related Distribution Date);



(v)                To
reimburse itself or the Company for expenses incurred by and reimbursable to it or the Company pursuant to Section 6.03;



(vi)              To pay on behalf of
the Trust any Special Primary Insurance Premium payable by the Trust pursuant to Section 4.04(a); provided, the Servicer shall give written notice thereof to the Trustee prior to noon New York City time two Business Days prior to the applicable Distribution
Date;



(vii)             To make any deposit,
required or permitted hereunder, of withdrawn funds to the Investment Account or the Certificate Account; and



after making or providing for the above withdrawals



(viii)           To clear and terminate the Investment
Account and the Certificate Account following termination of this Agreement pursuant to Section 9.01.


Since, in connection with withdrawals pursuant to Section 3.05(a)(i), the Servicer’s entitlement thereto is limited to collections or other recoveries on the related Mortgage Loan, the Servicer shall
keep and maintain, separate accounting for each Mortgage Loan, for the purpose of justifying any such withdrawals.


(b)        The Servicer is authorized to make withdrawals, from time to time, of Buydown Funds from the Buydown Fund Accounts or Custodial Accounts for P&I (and, to
the extent applicable, to make deposits of the amounts withdrawn), as follows:



(i)                  To deposit each month in
the Investment Account or the Certificate Account the amount necessary to supplement payments received on Buydown Loans;



(ii)                In the
event of a Payoff of any Mortgage Loan having a related Buydown Fund, to apply amounts remaining in Buydown Fund Accounts to reduce the required amount of such principal Payoff (or, if the Mortgagor has made a Payoff, to refund such remaining Buydown Fund amounts to
the Person entitled thereto);



(iii)               In the event
of foreclosure or liquidation of any Mortgage Loan having a Buydown Fund, to deposit remaining Buydown Fund amounts in the Investment Account or the Certificate Account as Liquidation Proceeds; and



(iv)              To clear and
terminate the portion of any account representing Buydown Funds following termination of this Agreement pursuant to Section 9.01.


(c)        The Trustee is authorized to make withdrawals from time to time from the Certificate Account to reimburse itself for advances it has made as successor Servicer
pursuant to Section 7.01(a) hereof that it has determined to be Nonrecoverable Advances.



Section 3.06.        Maintenance of Primary Insurance Policies; Collections Thereunder. The Servicer shall use commercially reasonable efforts to keep in full force and effect each Primary Insurance Policy (except any Special Primary Insurance Policy) required with
respect to a Mortgage Loan until no longer required, and the Servicer shall use commercially reasonable efforts to keep in full force and effect each Special Primary Insurance Policy, if any. Notwithstanding the foregoing, the Servicer shall have no obligation to
maintain any Primary Insurance Policy for a Mortgage Loan for which the outstanding Principal Balance thereof at any time subsequent to origination was 80% or less of the Appraised Value of the related Mortgaged Property, unless required by applicable law.


Unless required by applicable law, the Servicer shall not cancel or refuse to renew any Primary Insurance Policy in effect at the date of the initial issuance of the Certificates that is required to be kept
in force hereunder; provided, however, that the Servicer shall not advance funds for the payment of any premium due under (i) any Primary Insurance Policy (other than a Special Primary Insurance Policy) if it shall determine that such an advance would be a
Nonrecoverable Advance or (ii) any Special Primary Insurance Policy.



Section 3.07.        Maintenance of Hazard Insurance. The Servicer shall cause to be maintained for each Mortgage Loan (other than a Cooperative Loan) hazard insurance with extended coverage in an amount which is not less than the original principal balance of such
Mortgage Loan, except in cases approved by the Servicer in which such amount exceeds the value of the improvements to the Mortgaged Property. The Servicer shall also require hazard insurance with extended coverage in a comparable amount on property acquired upon
foreclosure, or deed in lieu of foreclosure, of any Mortgage Loan (other than a Cooperative Loan). Any amounts collected under any such policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property) shall be deposited into
the Custodial Account for P&I, subject to withdrawal pursuant to Section 3.03 and Section 3.05. Any unreimbursed costs incurred in maintaining any insurance described in this Section 3.07 shall be recoverable as an advance by the Servicer pursuant to Section
3.05(a). Such insurance shall be with insurers approved by the Servicer or Fannie Mae or Freddie Mac. Other additional insurance may be required of a Mortgagor pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such
additional insurance. Where any part of any improvement to the Mortgaged Property (other than a Mortgaged Property secured by a Cooperative Loan) is located in a federally designated special flood hazard area and in a community which participates in the National
Flood Insurance Program at the time of origination of the related Mortgage Loan, the Servicer shall cause flood insurance to be provided. The hazard insurance coverage required by this Section 3.07 may be met with blanket policies providing protection equivalent to
individual policies otherwise required.  The Servicer agrees to present, or cause to be presented, on behalf of and for the benefit of the Trust, claims under the hazard insurance policy respecting any Mortgage Loan, and in this regard to take such reasonable
actions as shall be necessary to permit recovery under such policy.



Section 3.08.        Enforcement of Due-on-Sale Clauses; Assumption Agreements. When any Mortgaged Property is about to be conveyed by the Mortgagor, the Servicer shall, to the extent it has knowledge of such prospective conveyance and prior to the time of the
consummation of such conveyance, exercise on behalf of the Trust the Trust’s rights to accelerate the maturity of such Mortgage Loan, to the extent that such acceleration is permitted by the terms of the related Mortgage Note, under any
“due-on-sale” clause applicable thereto; provided, however, that the Servicer shall not exercise any such right if the due-on-sale clause, in the reasonable belief of the Servicer, is not enforceable under applicable law or if such exercise would
result in non-coverage of any resulting loss that would otherwise be covered under any insurance policy. In the event the Servicer is prohibited from exercising such right, the Servicer is authorized to take or enter into an assumption and modification agreement from
or with the Person to whom a Mortgaged Property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable state law or unless the Mortgage Note contains a provision allowing a
qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon; provided that the Mortgage Loan shall continue to be covered (if so covered before the Servicer enters such agreement) by any related Primary Insurance Policy. The Servicer is also
authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Mortgage Note.  The Servicer shall not
enter into any substitution or assumption with respect to a Mortgage Loan if such substitution or assumption shall (i) both constitute a “significant modification” effecting an exchange or reissuance of such Mortgage Loan under the Code (or Treasury
regulations promulgated thereunder) and cause the REMICs to fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the imposition of any tax on “prohibited transactions” or “contributions” after the startup day under the REMIC
Provisions.  The Servicer shall notify the Trustee that any such substitution or assumption agreement has been completed by forwarding to the Trustee (or, if applicable, the Custodian) the original copy of such substitution or assumption agreement and other
documents and instruments constituting a part thereof. In connection with any such assumption or substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee collected by the Servicer for entering into an assumption or substitution of
liability agreement shall be paid to the Servicer as additional servicing compensation.


Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or otherwise in violation of any of its obligations hereunder by
reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.



Section 3.09.        Realization Upon Defaulted Mortgage Loans. The Servicer shall foreclose upon or otherwise comparably convert, or cause to be foreclosed upon or comparably converted, the ownership of any Mortgaged Property securing a Mortgage Loan which comes
into and continues in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.01. In lieu of such foreclosure or other conversion, and taking into consideration the desirability of maximizing net
Liquidation Proceeds and Insurance Proceeds, the Servicer may, to the extent consistent with prudent mortgage loan servicing practices, accept a payment of less than the outstanding Principal Balance of a delinquent Mortgage Loan in full satisfaction of the
indebtedness evidenced by the related Mortgage Note and release the lien of the related Mortgage upon receipt of such payment. The Servicer shall not foreclose upon or otherwise comparably convert a Mortgaged Property if the Servicer is aware of evidence of toxic
waste, other hazardous substances or other evidence of environmental contamination thereon and the Servicer determines that it would be imprudent to do so. In connection with such foreclosure or other conversion, the Servicer shall cause to be followed such practices
and procedures as it shall deem necessary or advisable and as shall be normal and usual in general mortgage servicing activities. The Servicer shall be responsible for all costs and expenses incurred by it in any such foreclosure proceedings or in any bankruptcy
proceedings with respect to a Mortgagor, and the costs and expenses of maintaining or restoring any Mortgaged Property securing a defaulted Mortgage Loan; provided, however, that it shall be entitled to reimbursement thereof (as well as its normal servicing
compensation) as an advance. The foregoing is subject to the provision that, in the case of damage to a Mortgaged Property from an Uninsured Cause, the Servicer shall not advance funds towards the restoration of the property unless it shall be determined, in the sole
judgment of the Servicer, (i) that such restoration will increase the proceeds of liquidation of the Mortgage Loan to Certificateholders after reimbursement to itself for such expenses, and (ii) that such expenses will be recoverable to it through Liquidation
Proceeds. The Servicer shall maintain information required for tax reporting purposes regarding any Mortgaged Property which is abandoned or which has been foreclosed or otherwise comparably converted. The Servicer shall report such information to the Internal
Revenue Service and the Mortgagor in the manner required by applicable law.



The Servicer may enter into one or more special servicing agreements with a Lowest Class B Owner, subject to each Rating Agency’s acknowledgment that the Ratings of the
Certificates in effect immediately prior to the entering into of such agreement would not be qualified, downgraded or withdrawn and the Certificates would not be placed on credit review status (except for possible upgrading) as a result of such agreement.  Any
such agreement may contain provisions whereby such Lowest Class B Owner may (a) instruct the Servicer to commence or delay foreclosure proceedings with respect to delinquent Mortgage Loans, provided that the Lowest Class B Owner deposits a specified amount of cash
with the Servicer that will be available for distribution to Certificateholders if Liquidation Proceeds are less than they otherwise may have been had the Servicer acted pursuant to its normal servicing procedures, (b) purchase such delinquent Mortgage Loans from the
Trust immediately prior to the commencement of foreclosure proceedings at a price equal to the aggregate outstanding Principal Balance of such Mortgage Loans plus accrued interest thereon at the applicable Mortgage Interest Rate through the last day of the month in
which such Mortgage Loans are purchased plus any unreimbursed advances made by the Servicer hereunder; and/or (c) assume all of the servicing rights and obligations with respect to such delinquent Mortgage Loans so long as (i) the Servicer has the right to transfer
the servicing rights and obligations of such Mortgage Loans to another servicer and (ii) such Lowest Class B Owner will service such Mortgage Loans in accordance with the terms of this Agreement; provided, however, that no such agreement will relieve the
Servicer of any of its obligations hereunder.


REMIC I shall not acquire any real property (or personal property incident to such real property) except in connection with a default or imminent default of a Mortgage Loan. In the event that REMIC I
acquires any real property (or personal property incident to such real property) in connection with a default or imminent default of a Mortgage Loan, such property shall be disposed of by the Servicer as soon as practicable in a manner that, consistent with prudent
mortgage loan servicing practices, maximizes the net present value of the recovery to the Trust, but in any event within three years after its acquisition by the Servicer for REMIC I unless the Servicer provides to the Trustee an Opinion of Counsel to the effect that
the holding by REMIC I of such Mortgaged Property subsequent to three years after its acquisition will not result in the imposition of taxes on “prohibited transactions” of REMIC I as defined in Section 860F of the Code or under the law of any state in
which real property securing a Mortgage Loan owned by REMIC I is located or cause REMIC I to fail to qualify as a REMIC for federal income tax purposes or for state tax purposes under the laws of any state in which real property securing a Mortgage Loan owned by
REMIC I is located at any time that any Certificates are outstanding. The Servicer shall conserve, protect and operate each such property for the Certificateholders solely for the purpose of its prompt disposition and sale in a manner which does not cause such
property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) or result in the receipt by the REMIC of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or any
“net income from foreclosure property” which is subject to taxation under the REMIC Provisions. Pursuant to its efforts to sell such property, the Servicer shall either itself or through an agent selected by the Servicer protect and conserve such property
in the same manner and to such extent as is customary in the locality where such property is located and may, incident to its conservation and protection of the assets of the Trust, rent the same, or any part thereof, as the Servicer deems to be in the best interest
of the Trust for the period prior to the sale of such property. Additionally, the Servicer shall perform the tax withholding and shall file information returns with respect to the receipt of mortgage interests received in a trade or business, the reports of
foreclosures and abandonments of any Mortgaged Property and the information returns relating to cancellation of indebtedness income with respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P, respectively, of the Code, and deliver to the
Trustee an Officers’ Certificate on or before March 31 of each year stating that such reports have been filed.  Such reports shall be in form and substance sufficient to meet the reporting requirements imposed by Sections 6050H, 6050J and 6050P of the
Code.


Notwithstanding any other provision of this Agreement, the Servicer and the Trustee, as applicable, shall comply with all federal withholding requirements with respect to payments to Certificateholders of
interest or original issue discount that the Servicer or the Trustee reasonably believes are applicable under the Code.  The consent of Certificateholders shall not be required for any such withholding.  Without limiting the foregoing, the Servicer shall
not withhold with respect to payments of interest or original issue discount in the case of a Certificateholder that has furnished or caused to be furnished an effective Form W-8 or an acceptable substitute form or a successor form and who is not a “10 percent
shareholder” within the meaning of Code Section 871(h)(3)(B) or a “controlled foreign corporation” described in Code Section 881(c)(3)(C) with respect to REMIC I, REMIC II or the Company.  In the event the Trustee withholds any amount from
interest or original issue discount payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Trustee shall indicate the amount withheld to such Certificateholder.



Section 3.10.        Trustee to
Cooperate; Release of Mortgage Files. Upon the Payoff or scheduled maturity of any Mortgage Loan, the Servicer shall cause such final payment to be deposited within 48 hours in the related Custodial Account for P&I.  The Servicer shall
promptly notify the Trustee thereof by a certification (which certification shall include a statement to the effect that all amounts received in connection with such payment which are required to be deposited in such account have been so deposited) of a Servicing
Officer and shall request delivery to it of the Mortgage File; provided, however, that such certification shall not be required if the Mortgage File is held by a Custodian which is also the Servicer of the Mortgage Loan. Upon receipt of such certification and
request, the Trustee shall (or, if applicable, shall cause the Custodian in accordance with the Custodial Agreement to), not later than the fifth succeeding Business Day, release, or cause to be released, the related Mortgage File to the Servicer. With any such
Payoff or other final payment, the Servicer is authorized (i) to prepare for and procure from the trustee or mortgagee under the Mortgage which secured the Mortgage Note a deed of full reconveyance or other form of satisfaction or assignment of Mortgage and
endorsement of Mortgage Note in connection with a refinancing covering the Mortgaged Property, which satisfaction, endorsed Mortgage Note or assigning document shall be delivered by the Servicer to the person or persons entitled thereto, and (ii) with respect to any
MERS Loan, to cause the removal of such Mortgage Loan from registration on the MERS® System. No expenses incurred in connection with such satisfaction or assignment shall be payable to the Servicer by the Trustee or from the Certificate Account, the related
Investment Account or the related Custodial Account for P&I. From time to time as appropriate for the servicing or foreclosure of any Mortgage Loan, including, for this purpose, collection under any Primary Insurance Policy, the Trustee shall (or, if applicable,
shall cause the Custodian in accordance with the Custodial Agreement to), upon request of the Servicer and delivery to it of a trust receipt signed by a Servicing Officer, release not later than the fifth Business Day following the date of receipt of such request and
trust receipt the related Mortgage File to the Servicer and shall execute such documents as shall be necessary to the prosecution of any such proceedings. Such trust receipt shall obligate the Servicer to return the Mortgage File to the Trustee (or, if applicable,
the Custodian) when the need therefor by the Servicer no longer exists, unless the Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate of a Servicing Officer similar to that herein above specified, the trust receipt shall be released by
the Trustee to the Servicer.



Section 3.11.        Compensation to the Servicer. As compensation for its activities hereunder, the Servicer shall be entitled to receive from the accounts listed in Section 3.05(a) the amounts provided for by Section 3.05(a)(iii). In addition, the Servicer shall
be entitled to be paid, as additional servicing compensation, (i) any prepayment penalty received on a Mortgage Loan that is not an Assigned Prepayment Premium, and any late charges, nonsufficient funds fees and other fees and charges collected on the Mortgage Loan,
(ii) to the extent provided in Section 3.03, all gains realized on investments of funds held in the Investment Account and (iii) all gains realized on investments of funds held in the Certificate Account. The Servicer shall be required to pay all expenses incurred by
it in connection with its activities hereunder and shall not be entitled to reimbursement therefor, except as specifically provided herein.



Section 3.12.        [Reserved.] 



Section 3.13.        Reports on
Assessment of Compliance with Servicing Criteria and Servicing Compliance Statements. The Servicer shall, on or before the 90th day following each December 31 after the Cut-Off Date, deliver to the Company and the Trustee, and, if required, file with
the Commission as an exhibit to a Report on Form 10-K filed on behalf of the Trust, the following documents:



(a)        a report on its assessment of compliance during the preceding calendar year with all applicable servicing criteria set forth in Item
1122(d) of Regulation AB with respect to asset-backed securities transactions taken as a whole involving the Servicer that are backed by assets of the same type as the Mortgage Loans, as required by Item 1122 of Regulation AB;



(b)        with respect to the assessment report described in clause (a) above, a report by a registered public accounting firm that attests to,
and reports on, the assessment made by the Servicer, as required by Item 1122 of Regulation AB;



(c)        with respect to each subservicer or other agent or independent contractor through which the Servicer performs any of its servicing
responsibilities hereunder and each Custodian, in each case, if determined by the Servicer to be a party participating in the servicing function within the meaning of Item 1122 of Regulation AB, (i) a report prepared by such party on its assessment of compliance
during the preceding calendar year with all applicable servicing criteria set forth in Item 1122(d) of Regulation AB with respect to asset-backed securities transactions taken as a whole involving such party that are backed by assets of the same type as the Mortgage
Loans and (ii) a report by a registered public accounting firm that attests to, and reports on, such assessment, each as required by Item 1122 of Regulation AB;



(d)        the assessment report and public accounting firm’s attestation report delivered by the Trustee under Section 8.18 (if required
to be delivered by the Trustee under such Section 8.18); and



(e)        a statement of compliance from the Servicer, and a similar statement from each subservicer or other agent or independent contractor
through which the Servicer performs any of its servicing responsibilities hereunder and from each Custodian, in each case, if determined by the Servicer to meet the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB, as required by Item 1123 of Regulation
AB, signed by an authorized officer, to the effect that:



(i)         a review of the Servicer’s (or, in the case of a statement from any such other party, such other
party’s) activities during the preceding calendar year (or the applicable portion thereof in the case of the initial statement) and of its performance under this Agreement (or the servicing agreement applicable to such other party) has been made under such
officer’s supervision; and



(ii)        to the best of such officer’s knowledge, based on such review, the Servicer (or such other party) has
fulfilled all of its obligations under this Agreement (or the servicing agreement applicable to such other party) in all material respects throughout the preceding calendar year (or the applicable portion thereof) or, if there has been a failure to fulfill any such
obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof;



provided, however, that the Servicer shall not be required to deliver the documents described in clauses (c) and (d), and in clause (e) with respect
to any subservicer or other agent or independent contractor, or any Custodian, if such reports are not required to be filed with the Commission as an exhibit to a Report on Form 10-K.



Copies of such reports and statements shall be provided by the Servicer, or by the Trustee (solely to the extent that such copies are available to the Trustee) at
the expense of the Servicer, to Certificateholders upon request.



Section 3.14.        Access to
Certain Documentation and Information Regarding the Mortgage Loans. In the event that the Certificates are legal for investment by federally-insured savings associations, the Servicer shall provide to the OTS, the FDIC and the supervisory agents and
examiners of the OTS and the FDIC access to the documentation regarding the related Mortgage Loans required by applicable regulations of the OTS or the FDIC, as applicable, and shall in any event provide such access to the documentation regarding such Mortgage Loans
to the Trustee and its representatives, such access being afforded without charge, but only upon reasonable request and during normal business hours at the offices of the Servicer designated by it.



Section 3.15.       
[Reserved.]



Section 3.16.        [Reserved.] 



Section 3.17.        [Reserved.] 



Section 3.18.        [Reserved.] 



Section 3.19.        [Reserved.] 



Section 3.20.        Assigned
Prepayment Premiums. 



(a)        Notwithstanding anything in this Agreement to the contrary, in the event of a voluntary Payoff, the Servicer may not waive any Prepayment
Premium or portion thereof required by the terms of the related Mortgage Note:



(1)        unless the related Mortgage Loan is in default or default is foreseeable and such waiver (i) is standard and
customary in servicing mortgage loans similar to the Mortgage Loans and (ii) would, in the reasonable judgment of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Premium and the related Mortgage Loan,



(2)        unless (i) the enforceability thereof is limited due to acceleration in connection with a foreclosure or other
involuntary payment or (ii) the enforceability is otherwise limited or prohibited by applicable law,



(3)        unless the enforceability would be considered “predatory” pursuant to written guidelines issued by any
applicable federal, state or local authority having jurisdiction over such matters,



(4)        unless the Servicer is unable to locate documentation sufficient to allow it to confirm the existence and amount of such
Prepayment Premium after using commercially reasonable efforts to locate such documentation, which efforts shall include, but are not limited to, seeking such documentation from the Company, the Custodian and from its own records or files,



(5)        unless the Mortgagor sells the Mortgaged Property and obtains a new mortgage loan originated and serviced by the
Servicer to purchase another property, provided that the prepayment is made no earlier than one year after origination,



(6)        unless the Payoff is made on a mortgage loan with a prepayment penalty term greater than twelve months and is made
using the proceeds of another mortgage loan originated by the Servicer within 90 days of the end of the prepayment penalty term, if such mortgage loan qualifies under the Servicer’s then current policies for the administration of prepayment penalties for
mortgage loans of the same type as the Mortgage Loan that the Servicer administers for its own account, or



(7)        unless the Mortgage Loan is subject to the Relief Act at the time of such Payoff.



            (b)        If the Servicer has waived all or a portion of an
Prepayment Premium relating to a voluntary Payoff in compliance with Section 3.20(a), then the Class PPP Certificateholders shall not be entitled to the amounts waived.



(c)        Upon discovery by the Servicer, the Company or the Trustee (in the case of the Trustee, having actual knowledge thereof) of a breach
of the provisions of Section 3.20(a), which materially and adversely affects the Holders of the Class PPP Certificates, the party discovering such breach shall give prompt written notice to the other parties.  Within 60 days of the earlier of discovery by the
Servicer, the Company or the Trustee, as applicable, of such breach, the Servicer shall cure such breach in all material respects or, if the breach cannot be cured, shall deposit, or cause to be deposited, to the Custodial Account the amount of each impermissibly
waived Prepayment Premium (less any amount collected from the Mortgagor in respect to such Prepayment Premium); provided, however, that the Servicer shall not be obligated to deposit the amount of any impermissibly waived Prepayment Premium if the
failure to collect such amount is the direct result of inaccurate or incomplete information related to the Prepayment Premium in effect at such time.



Upon discovery by the Servicer, the Company or the Trustee (in the case of the Trustee, having actual knowledge thereof) of a breach by the Seller of any of the representations
and warranties set forth in Section 3.4(b) of the Mortgage Loan Purchase Agreement, which materially and adversely affects the Holders of the Class PPP Certificates, the party discovering such breach shall give prompt written notice to the other parties.  The
Servicer shall promptly notify the Seller of such breach and take appropriate steps on behalf of the Trust to enforce the Seller’s obligation, pursuant to Section 3.4(c) of the Mortgage Loan Purchase Agreement, to pay to the Trust the amount of each Prepayment
Premium that would have been collected had each such representation and warranty referred to in this paragraph been true (less any amount collected from the related Mortgagor with respect to such Prepayment Premium). The Servicer shall deposit, or cause to be
deposited, to the Custodial Account for P&I within 48 hours or receipt the amounts so received from the Seller.



ARTICLE IV



Payments to Certificateholders; Payment of Expenses



Section 4.01.        Distributions to Holders of REMIC I Regular Interests and Class R-1 Residual Interest .  On each Distribution Date, the Trustee (or any duly appointed paying agent) on behalf of the Trust (i) shall be deemed to have distributed from the
Certificate Account the REMIC I Distribution Amount to the Holders of the REMIC I Regular Interests, and to have deposited such amounts for their benefit into the Certificate Account and (ii) from the Certificate Account shall distribute to the Class R
Certificateholders, in accordance with the written statement received from the Servicer pursuant to Section 4.02(b), the sum of (a) the Excess Liquidation Proceeds and (b) the amounts to be distributed to the Holders of the Class R-1 Residual Interest pursuant to the
definition of “REMIC I Distribution Amount” for such Distribution Date.  Amounts distributed pursuant to clause (ii) above shall be distributed by wire transfer in immediately available funds for the account of each Class R Certificateholder, or by
any other means of payment acceptable to each Class R Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), as specified by each such Certificateholder and at the address of
such Holder appearing in the Certificate Register.  Notwithstanding any other provision of this Agreement, no actual distributions pursuant to clause (i) of this Section 4.01 shall be made on account of the deemed distributions described in this paragraph except
in the event of a liquidation of REMIC II and not REMIC I.



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


(a)        To the extent described below, the Servicer is obligated to advance its own funds to the Custodial Account for P&I, or apply funds held in the Custodial
Account for P&I for future distribution, to cover any shortfall between (i) Monthly Payments scheduled to be received in respect of the Mortgage Loans and (ii) the amounts actually received.  The Servicer’s obligation to make any advance or advances
described in this Section 4.02 is effective only to the extent that such advance is, in the good faith judgment of the Servicer made not later than the second Business Day prior to each Distribution Date, reimbursable from Insurance Proceeds or Liquidation Proceeds
of the related Mortgage Loans or recoverable as late Monthly Payments with respect to the related Mortgage Loans or otherwise.


Prior to the close of business on the second Business Day prior to each Distribution Date, the Servicer shall determine whether or not it will make a Monthly P&I Advance not later than the Business Day
prior to such Distribution Date and shall furnish a written statement to the Trustee, the Paying Agent, if any, and to any Certificateholder requesting the same, setting forth the aggregate amount to be advanced on account of principal and interest in respect of the
Mortgage Loans, stated separately.


In the event that the Servicer shall be required to make a Monthly P&I Advance, it shall, not later than the Business Day prior to the related Distribution Date either (i) deposit in the Custodial
Account for P&I an amount equal to such Monthly P&I Advance, (ii) make an appropriate entry in the records of the Custodial Account for P&I that funds in such account being held for future distribution or withdrawal have been, as permitted by this Section
4.02, used by the Servicer to make such Monthly P&I Advance or (iii) make advances in the form of any combination of (i) and (ii) aggregating the amount of such Monthly P&I Advance.  Any funds being held for future distribution and so used shall be
replaced by the Servicer by deposit in the Custodial Account for P&I not later than the Business Day prior to any future Distribution Date to the extent that funds otherwise available for distribution on such Distribution Date with respect to the Mortgage Loans
shall be less than payments required to be made hereunder on such Distribution Date. 


(b)        Prior to noon New York City time two Business Days prior to each Distribution Date, the Servicer shall provide (x) the Trustee and (y) the Company with a
statement in writing of:



(A)       the following information with respect to the Certificates: 



(1) the total amount of (i) interest, (ii) scheduled principal, (iii) Principal Prepayments, (iv) Liquidation Proceeds and Insurance Proceeds, (v) Subsequent Recoveries and (vi)
Repurchase Proceeds to be distributed to the Certificates on such Distribution Date;



(2) the amount, as applicable, of (i) interest, (ii) principal, (iii) Excess Liquidation Proceeds and (iv) the Residual Distribution Amount to be distributed to each Class of
Certificates on such Distribution Date;



(3) the amount of (i) Realized Losses (after giving effect to any reduction thereof by application of any Cumulative Carry-Forward Subsequent Recoveries Amount) and (ii)
Uncompensated Interest Shortfall to be allocated to each Class of Certificates on such Distribution Date; 



(4) the applicable Class Principal Balance before and after giving effect to such distributions and allocations; and



(5) the Assigned Prepayment Premiums to be distributed to the Class PPP Certificates on such Distribution Date; and


 (B)      the following information with respect to the Mortgage Loans:



(1)        the number and aggregate Principal Balance of the Mortgage Loans before and after giving effect to the distributions on such
Distribution Date;



(2)        the number and aggregate Principal Balance of the Mortgage Loans delinquent one, two and three months or more;



(3)        the number and aggregate Principal Balance of the Mortgage Loans with respect to which foreclosure proceedings have been
initiated;



(4)        the number and aggregate Principal Balance of Mortgage Loans with respect to which the related Mortgaged Properties have been acquired
through foreclosure, deed in lieu of foreclosure or otherwise; and



(5)        any Monthly P&I Advance made by the Servicer for such Distribution Date.



Section 4.03.        Nonrecoverable Advances. Any advance previously made by the Servicer that the Servicer shall determine in its good faith judgment not to be ultimately recoverable from Insurance Proceeds or Liquidation Proceeds or otherwise with respect to such
Mortgage Loan or recoverable as late Monthly Payments with respect to such Mortgage Loan shall be a Nonrecoverable Advance.  The determination by the Servicer that it has made a Nonrecoverable Advance or that any advance would constitute a Nonrecoverable Advance
shall be evidenced by an Officer’s Certificate of the Servicer delivered to the Trustee on the Determination Date and detailing the reasons for such determination.  Notwithstanding any other provision of this Agreement, any insurance policy relating to the
Mortgage Loans, or any other agreement relating to the Mortgage Loans to which the Company or the Servicer is a party, (a) the Servicer shall not be obligated to, and shall not, make any advance that, after reasonable inquiry and in its sole discretion, the Servicer
shall determine would be a Nonrecoverable Advance and (b) the Servicer shall be entitled to reimbursement for any advance as provided in Section 3.05(a)(i) and (ii) of this Agreement.



Section 4.04.        Distributions to Certificateholders; Payment of Special Primary Insurance Premiums. 


(a)        On each Distribution Date, the Trustee (or any duly appointed paying agent) shall on behalf of the Trust (i) subject to Section 3.05(a)(vi), withdraw from the
Certificate Account any Special Primary Insurance Premium payable on such Distribution Date and pay such amount to the insurer under the applicable Special Primary Insurance Policy in accordance with the Servicer’s instructions and (ii) withdraw from the
Certificate Account the REMIC II Available Distribution Amount for such Distribution Date and distribute, from the amount so withdrawn, to the extent of the REMIC II Available Distribution Amount, the REMIC II Distribution Amount to the Holders of the REMIC II
Regular Interests and the Class R-2 Residual Interest.


Furthermore, on each Distribution Date, the Trustee shall on behalf of the Trust withdraw from the Certificate Account and distribute to the Holders of the Class PPP Certificates, the Assigned Prepayment
Premiums for such Distribution Date.



The net distributions to the Certificates pursuant to this Section 4.04(a) shall be made in accordance with the written statement received from the Servicer pursuant to
Section 4.02(b) and without any responsibility on the part of the Trustee to recalculate, verify or confirm the information in such statement.  Any Special Primary Insurance Premiums distributed pursuant to clause (i) of the first paragraph of this Section
4.04(a) shall be distributed by any method specified in the respective Special Primary Insurance Policy as directed by the related insurer to the Servicer (and by the Servicer to the Trustee).  Amounts distributed to the Certificateholders pursuant to clause
(ii) of the first paragraph of this Section 4.04(a) shall be distributed by wire transfer in immediately available funds for the account of, or by check mailed to, each such Certificateholder of record on the immediately preceding Record Date (other than as provided
in Section 9.01 respecting the final distribution), as specified by each such Certificateholder and at the address of such Holder appearing in the Certificate Register.


(b)        All reductions in the Certificate Principal Balance of a Certificate effected by distributions of principal and all allocations of Realized Losses made on any
Distribution Date shall be binding upon all Holders of such Certificate and of any Certificate issued upon the registration of transfer or exchange therefor or in lieu thereof, whether or not such distribution is noted on such Certificate. The final distribution of
principal of each Certificate (and the final distribution upon the Class R Certificates upon (i) the termination of REMIC I and REMIC II and (ii) the payment, or making provision for payment, of all liabilities of the Trust) shall be payable in the manner provided
above only upon presentation and surrender thereof on or after the Distribution Date therefor at the office or agency of the Certificate Registrar specified in the notice delivered pursuant to Section 4.04(c)(ii) and Section 9.01(b).


(c)        Whenever, on the basis of Curtailments, Payoffs and Monthly Payments on the Mortgage Loans and Insurance Proceeds and Liquidation Proceeds received and expected
to be received during the Payoff Period, the Servicer has notified the Trustee that it believes that the entire remaining unpaid Class Principal Balance of any Class of Certificates will become distributable on the next Distribution Date, the Trustee shall, no later
than the 18th day of the month of such Distribution Date, mail or cause to be mailed to each Person in whose name a Certificate to be so retired is registered at the close of business on the Record Date and to the Rating Agencies a notice to the effect
that:



(i)                  it is expected that funds sufficient to make such final distribution will be available in the Certificate Account on such Distribution Date,
and



(ii)                if such
funds are available, (A) such final distribution will be payable on such Distribution Date, but only upon presentation and surrender of such Certificate at the office or agency of the Certificate Registrar maintained for such purpose (the address of which shall be
set forth in such notice), and (B) no interest shall accrue on such Certificate after such Distribution Date.



Section 4.05.        Statements
to Certificateholders. With each distribution from the Certificate Account on a Distribution Date, the Trustee shall make available to each Rating Agency and shall make available to each Certificateholder the statement required by Section 4.02(b). The
Trustee may make available such statement and certain other information, including, without limitation, information required to be provided by the Trustee pursuant to Section 3.13, to Certificateholders through the Trustee’s Corporate Trust home page on the
world wide web. Such web page is currently located at “www.etrustee.net”. The location of such web page and the procedures used therein are subject to change from time to time at the Trustee’s discretion.



Upon request by any Certificateholder, the Servicer, as soon as reasonably practicable, shall provide the requesting Certificateholder with such information as is necessary and
appropriate, in the Servicer’s sole discretion, for purposes of satisfying applicable reporting requirements under Rule 144A of the Securities Act.



The Company or the Servicer may make available any reports, statements or other information to Certificateholders through a web page on the world wide web. As of the Closing Date,
such web page is located at “www.wamumsc.com” and information is available by clicking on “Investor Information.”



ARTICLE V



The Certificates



Section 5.01.        The
Certificates.


(a)        The Certificates shall be substantially in the forms set forth in Exhibit A and B with the additional insertion from Exhibit H attached hereto, and shall be
executed by the Trustee on behalf of the Trust, authenticated by the Trustee (or any duly appointed Authenticating Agent) and delivered (i) upon and pursuant to the order of the Company and (ii) upon receipt by the Trustee of the documents specified in Section 2.01.
The Certificates shall be issuable in Authorized Denominations. Certificates shall be executed by manual or facsimile signature on behalf of the Trust by authorized officers of the Trustee. Certificates bearing the manual or facsimile signatures of individuals who
were at the time of execution the proper officers of the Trustee shall bind the Trust, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at
the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the
Trustee or any Authenticating Agent by manual signature, and such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication.


(b)        The following definitions apply for purposes of this Section 5.01: “Disqualified Organization” means 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; “Pass-Through Entity”
means 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; “Ownership Interest” means, 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;
“Transfer” means any direct or indirect transfer or sale of, or directly or indirectly transferring or selling any Ownership Interest in a Residual Certificate; and “Transferee” means any Person who is acquiring by Transfer any
Ownership Interest in a Residual Certificate.


(c)        Restrictions on Transfers of the Residual Certificates to Disqualified Organizations are set forth in this Section 5.01(c).



(i)                  Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Trustee or its designee under clause (iii)(A) below to deliver payments to a Person other than such Person and to negotiate the terms of any mandatory
sale under clause (iii)(B) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the
following provisions:



(A)       Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify
the Trustee of any change or impending change in its status as a Permitted Transferee.



(B)       In connection with any proposed Transfer of any Ownership Interest in a Residual Certificate to a U.S. Person, the Trustee shall require
delivery to it, and shall not register the Transfer of any Residual Certificate until its receipt of (1) an affidavit and agreement (a “Transferee Affidavit and Agreement”) attached hereto as Exhibit J from the proposed Transferee, in form and
substance satisfactory to the Company, representing and warranting, among other things, that it is not a Non-U.S. Person, that such transferee is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject
of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Residual Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the
provisions of this Section 5.01(c) and agrees to be bound by them, and (2) a certificate, attached hereto as Exhibit I, from the Holder wishing to transfer the Residual Certificate, in form and substance satisfactory to the Company, representing and warranting, among
other things, that no purpose of the proposed Transfer is to allow such Holder to impede the assessment or collection of tax.



(C)       Notwithstanding the delivery of a Transferee Affidavit and Agreement by a proposed Transferee under clause (B) above, if the Trustee has
actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Residual Certificate to such proposed Transferee shall be effected.



(D)       Each Person holding or acquiring any Ownership Interest in a Residual Certificate agrees by holding or acquiring such Ownership Interest (i)
to require a Transferee Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest and to provide a certificate to the Trustee in the form attached hereto as Exhibit J; (ii) to obtain the express written consent of
the Company prior to any transfer of such Ownership Interest, which consent may be withheld in the Company’s sole discretion; and (iii) to provide a certificate to the Trustee in the form attached hereto as Exhibit I.



(ii)                The
Trustee shall register the Transfer of any Residual Certificate only if it shall have received the Transferee Affidavit and Agreement, a certificate of the Holder requesting such transfer in the form attached hereto as Exhibit J and all of such other documents as
shall have been reasonably required by the Trustee as a condition to such registration.



(iii)              
(A)       If any “disqualified organization” (as defined in Section 860E(e)(5) of the Code) shall become a holder of a Residual Certificate, then the last preceding Permitted Transferee shall be restored, to the extent
permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of such Transfer of such Residual Certificate. If any Non-U.S. Person shall become a holder of a Residual Certificate, then the last preceding holder which is a
U.S. Person shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of the Transfer to such Non-U.S. Person of such Residual Certificate. If a transfer of a Residual Certificate is
disregarded pursuant to the provisions of Treasury Regulations Section 1.860E-1 or Section 1.860G-3, then the last preceding Permitted Transferee shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the
date of registration of such Transfer of such Residual Certificate. Neither the Trust nor the Trustee shall be under any liability to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by this Section 5.01(c) or for
making any payments due on such Certificate to the holder thereof or for taking any other action with respect to such holder under the provisions of this Agreement.



(B)       If any purported Transferee shall become a Holder of a Residual Certificate in violation of the restrictions in this
Section 5.01(c) and to the extent that the retroactive restoration of the rights of the Holder of such Residual Certificate as described in clause (iii)(A) above shall be invalid, illegal or unenforceable, then the Company shall have the right, without notice to the
Holder or any prior Holder of such Residual Certificate, to sell such Residual Certificate to a purchaser selected by the Company on such terms as the Company may choose. Such purported Transferee shall promptly endorse and deliver each Residual Certificate in
accordance with the instructions of the Company. Such purchaser may be the Company itself or any affiliate of the Company. The proceeds of such sale, net of the commissions (which may include commissions payable to the Company or its affiliates), expenses and taxes
due, if any, shall be remitted by the Company to such purported Transferee. The terms and conditions of any sale under this clause (iii)(B) shall be determined in the sole discretion of the Company, and the Company shall not be liable to any Person having an
Ownership Interest in a Residual Certificate as a result of its exercise of such discretion.



(iv)              The Servicer shall
make available, upon written request from the Trustee, all information necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest in a Residual Certificate to any Person who is not a Permitted Transferee, including the information
regarding “excess inclusions” of such Residual Certificates required to be provided to the Internal Revenue Service and certain Persons as described in Treasury Regulation Section 1.860D-1(b)(5), and (B) as a result of any regulated investment company,
real estate investment trust, common trust fund, partnership, trust, estate or organizations described in Section 1381 of the Code having as among its record holders at any time any Person who is not a Permitted Transferee. Reasonable compensation for providing such
information may be required by the Servicer from such Person.



(v)                The
provisions of this Section 5.01 set forth prior to this Section (v) may be modified, added to or eliminated by the Company, the Servicer and the Trustee, provided that there shall have been delivered to the Trustee the following:



(A)       written notification from each of the Rating Agencies to the effect that the modification, addition to or elimination
of such provisions will not cause such Rating Agency to downgrade its then-current Ratings of the Certificates; and



(B)       an Opinion of Counsel, in form and substance satisfactory to the Company (as evidenced by a certificate of the
Company), to the effect that such modification, addition to or absence of such provisions will not cause REMIC I and REMIC II to cease to qualify as a REMIC and will not create a risk that (1) REMIC I and REMIC II may be subject to an entity-level tax caused by the
Transfer of any Residual Certificate to a Person which is not a Permitted Transferee or (2) a Certificateholder or another Person will be subject to a REMIC-related tax caused by the Transfer of a Residual Certificate to a Person which is not a Permitted
Transferee.



(vi)              The following legend shall appear on all
Residual Certificates:



ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE COMPANY AND THE TRUSTEE THAT (1)
SUCH TRANSFEREE IS NOT EITHER (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED
IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED
IN THE FOREGOING CLAUSES (A), (B), OR (C) BEING HEREINAFTER REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR (D) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR
COLLECTION OF TAX. SUCH AFFIDAVIT SHALL INCLUDE CERTAIN REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED
TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THE CLASS R CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.



(vii)             The Tax Matters Person for
each of REMIC I and REMIC II, while not a Disqualified Organization, shall be the tax matters person for the related REMIC within the meaning of Section 6231(a)(7) of the Code and Treasury Regulation Section 1.860F-4(d).


(d)        In the case of any Junior Subordinate Certificate or Class PPP Certificate presented for registration in the name of any Person, the Trustee shall require (i)
an officer’s certificate substantially in the form of Exhibit N attached hereto acceptable to and in form and substance satisfactory to the Trustee and the Company, which officer’s certificate shall not be an expense of the Trust, the Trustee, the
Delaware Trustee, the Servicer or the Company, and (ii) only if such officer’s certificate indicates that a Benefit Plan Opinion is delivered in connection therewith, a Benefit Plan Opinion.


In the case of any Residual Certificate presented for registration in the name of any Person, the Trustee shall require (i) a Transferee Affidavit and Agreement which includes the representation set forth
in paragraph 19 of the form attached hereto as Exhibit J and (ii) only if the representation set forth in such paragraph 19 indicates that a Benefit Plan Opinion is delivered in connection therewith, a Benefit Plan Opinion.


(e)        No transfer, sale, pledge or other disposition of a Junior Subordinate Certificate or Class PPP Certificate shall be made unless such transfer, sale, pledge or
other disposition is made in accordance with this Section 5.01(e) or Section 5.01(f).  Each Person who, at any time, acquires any ownership interest in any Junior Subordinate Certificate or Class PPP Certificate shall be deemed by the acceptance or acquisition
of such ownership interest to have agreed to be bound by the following provisions of this Section 5.01(e) and Section 5.01(f), as applicable. No transfer of a Junior Subordinate Certificate or Class PPP Certificate shall be deemed to be made in accordance with this
Section 5.01(e) unless such transfer is made pursuant to an effective registration statement under the Securities Act or unless the Trustee is provided with the certificates and an Opinion of Counsel, if required, on which the Trustee may conclusively rely, to the
effect that such transfer is exempt from the registration requirements under the Securities Act, as follows.  In the event that a transfer is to be made in reliance upon an exemption from the Securities Act, the Trustee shall require, in order to assure
compliance with the Securities Act, that the Certificateholder desiring to effect such transfer certify to the Trustee and the Trust in writing, in substantially the form attached hereto as Exhibit F, the facts surrounding the transfer, with such modifications to
such Exhibit F as may be appropriate to reflect the actual facts of the proposed transfer, and that the Certificateholder’s proposed transferee certify to the Trustee and the Trust in writing, in substantially the form attached hereto as Exhibit G, the facts
surrounding the transfer, with such modifications to such Exhibit G as may be appropriate to reflect the actual facts of the proposed transfer. If such certificate of the proposed transferee does not contain substantially the substance of Exhibit G, the Trustee shall
require an Opinion of Counsel that such transfer may be made without registration, which Opinion of Counsel shall not be obtained at the expense of the Trustee, the Delaware Trustee, the Trust, the Servicer or the Company. Such Opinion of Counsel shall allow for the
forwarding of, and the Trustee shall forward, a copy thereof to the Rating Agencies. Notwithstanding the foregoing, any Junior Subordinate Certificate or Class PPP Certificate may be transferred, sold, pledged or otherwise disposed of in accordance with the
requirements set forth in Section 5.01(f).


(f)         To effectuate a transfer of a Junior Subordinate Certificate or Class PPP Certificate in accordance with this Section 5.01(f), the proposed transferee of
such Certificate must provide the Trustee and the Company with an investment letter substantially in the form of Exhibit L attached hereto, which investment letter shall not be an expense of the Trust, the Trustee, the Delaware Trustee or the Company, and which
investment letter states that, among other things, such transferee (i) is a “qualified institutional buyer” as defined under Rule 144A, acting for its own account or the accounts of other “qualified institutional buyers” as defined under Rule
144A, and (ii) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act provided by Rule 144A. Notwithstanding the foregoing, the proposed transferee of such Certificate shall not be required to
provide the Trustee or the Company with Annex 1 or Annex 2 to the form of Exhibit L attached hereto if the Company so consents prior to each such transfer. Such transfers shall be deemed to have complied with the requirements of this Section 5.01(f). The Holder of a
Certificate desiring to effect such transfer does hereby agree to indemnify the Trust, the Trustee, the Delaware Trustee, the Servicer, the Company, and the Certificate Registrar against any liability that may result if transfer is not made in accordance with this
Agreement.


(g)        (1)        In the case of any ERISA Restricted Certificate presented for registration in the name of any Person, the
prospective transferee shall be required to provide the Trustee and the Company (A) an officer’s certificate substantially in the form of Exhibit O attached hereto acceptable to and in form and substance satisfactory to the Trustee and the Company, which
officer’s certificate shall not be an expense of the Trust, the Servicer, the Trustee, the Delaware Trustee or the Company, and (B) only if such officer’s certificate indicates that a Benefit Plan Opinion is delivered in connection therewith, a Benefit
Plan Opinion.



(2)        Notwithstanding the foregoing, a certification (and, if applicable, a Benefit Plan Opinion) as described in Section 5.01(g)(1) above
will not be required with respect to the transfer of any ERISA Restricted Certificate to a Clearing Agency, or for any subsequent transfer of any interest in a ERISA Restricted Certificate for so long as such Certificate is a Book-Entry Certificate (each such ERISA
Restricted Certificate, a “Book-Entry ERISA Restricted Certificate”).  Any transferee of a Book-Entry ERISA Restricted Certificate will be deemed to have represented, by virtue of its acquisition or holding of such Certificate (or interest
therein), that either (i) such transferee is not 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 (a “Plan Investor”), (ii) such transferee is an insurance company, the source of funds to be 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 the conditions in Sections I and III of PTCE 95-60 have been satisfied
(each entity that satisfies this clause (ii), a “Complying Insurance Company”) or (iii) such Certificate was rated “BBB-” or better (or its equivalent) by at least one of the Rating Agencies at the time of such transferee’s
acquisition of such Certificate (or interest therein).



(3)        If any Book-Entry ERISA Restricted Certificate (or any interest therein) is acquired or held in violation of the provisions of Section
5.01(g)(2) above, then the last preceding transferee that either (i) is not a Plan Investor, (ii) is a Complying Insurance Company or (iii) acquired such Certificate at a time when such Certificate was rated “BBB-” or better (or its equivalent) by at
least one of the Rating Agencies shall be restored, to the extent permitted by law, to all rights and obligations as Beneficial Holder thereof retroactive to the date of transfer of such Certificate by such preceding transferee.  Neither the Trust nor the
Trustee shall be under any liability to any Person for making any payments due on such Certificate to such preceding transferee.



(4)        Any purported Beneficial Holder whose acquisition or holding of any Book-Entry ERISA Restricted Certificate (or interest therein) was
effected in violation of the restrictions in this Section 5.01(g) shall indemnify and hold harmless the Company, the Trustee, the Delaware Trustee, the Servicer, the Trust and each Underwriter from and against any and all liabilities, claims, costs or expenses
incurred by such parties as a result of such acquisition or holding.



Section 5.02.        Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized Denominations. The aggregate principal amount of the Certificates that may be authenticated and delivered under this Agreement is limited to the aggregate
Principal Balance of the Mortgage Loans as of the Cut-Off Date, as specified in the Preliminary Statement to this Agreement, except for Certificates authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Certificates
pursuant to Section 5.03. Such aggregate principal amount shall be allocated among one or more Classes having designations, types of interests, initial per annum Certificate Interest Rates, initial Class Principal Balances and Final Maturity Dates as specified in the
Preliminary Statement to this Agreement. The aggregate Percentage Interest of each Class of Certificates of which the Class Principal Balance equals zero as of the Cut-Off Date that may be authenticated and delivered under this Agreement is limited to 100%.
Certificates shall be issued in Authorized Denominations.



Section 5.03.        Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address
of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent
pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar.


Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in
writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At
the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office
or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for transfer shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or
such Holder’s attorney duly authorized in writing.


A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with any exchange or transfer of Certificates.


All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.



Section 5.04.        Mutilated,
Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the destruction, loss or
theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or any Authenticating Agent
that such Certificate has been acquired by a protected purchaser, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicable. Upon the issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04
shall constitute complete and indefeasible evidence of a beneficial interest in the Trust as if originally issued, whether or not the lost or stolen Certificate shall be found at any time.



Section 5.05.        Persons
Deemed Owners. The Company, the Servicer, the Trust, the Trustee, the Delaware Trustee and any agent of any of them may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01 and Section 4.04 and for all other purposes whatsoever, and none of the Company, the Servicer, the Trust, the Trustee, the Delaware Trustee, the Certificate Registrar or any agent thereof shall be affected by notice to the
contrary.



Section 5.06.        [Reserved.] 



Section 5.07.        Book-Entry
for Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more word-processed Certificates of Authorized Denomination representing the Book-Entry Certificates,
to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Company. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no
Beneficial Holder shall receive a definitive certificate representing such Beneficial Holder’s interest in any Class of Book-Entry Certificate, except as provided above and in Section 5.09. Each Book-Entry Certificate shall bear the following legend:



Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New
York corporation (“DTC”), to the Trust or its agent for registration of transfer, exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC
(and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.


Unless and until definitive, fully registered Book-Entry Certificates (the “Definitive Certificates”) have been issued to the Beneficial Holders pursuant to Section 5.09:



(a)        the provisions of this Section 5.07 shall be in full force and effect with respect to the Book-Entry Certificates;



(b)        the Servicer and the Trustee may deal with the Clearing Agency for all purposes with respect to the Book-Entry Certificates (including
the making of distributions on the Book-Entry Certificates) as the sole Certificateholder;



(c)        to the extent that the provisions of this Section 5.07 conflict with any other provisions of this Agreement, the provisions of this
Section 5.07 shall control; and



(d)        the rights of the Beneficial Holders shall be exercised only through the Clearing Agency and the DTC Participants and shall be limited
to those established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the DTC Participants. Pursuant to the Depositary Agreement, unless and until Definitive Certificates are issued pursuant to Section 5.09, the initial Clearing
Agency will make book-entry transfers among the DTC Participants and receive and transmit distributions of principal and interest on the related Class of Book-Entry Certificates to such DTC Participants.


For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders of Book-Entry Certificates evidencing a specified Percentage Interest,
such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning Book-Entry Certificates evidencing the requisite Percentage Interest represented by the Book-Entry Certificates. The Clearing Agency may take conflicting
actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.



Section 5.08.        Notices to
Clearing Agency. Whenever notice or other communication to the Certificateholders is required under this Agreement, unless and until Definitive Certificates shall have been issued to the related Certificateholders pursuant to Section 5.09, the Trustee
shall give all such notices and communications specified herein to be given to Holders of the Book-Entry Certificates to the Clearing Agency which shall give such notices and communications to the related DTC Participants in accordance with its applicable rules,
regulations and procedures.



Section 5.09.        Definitive
Certificates. If (a) the Clearing Agency or the Servicer notifies the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities under the Depositary Agreement with respect to the Book-Entry
Certificates and the Trustee or the Servicer is unable to locate a qualified successor, (b) the Servicer, to the extent permitted by law, advises the Trustee in writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates
through the Clearing Agency or (c) after the occurrence of an Event of Default, Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 662⁄3% of the aggregate Class Principal Balance of such Certificates
advise the Trustee and the Clearing Agency through DTC Participants in writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no longer in the best interests of the Certificateholders with
respect to such Certificates, the Trustee shall notify all Certificateholders of Book-Entry Certificates of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of the Book-Entry Certificates by the
Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee on behalf of the Trust shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver the Definitive Certificates. Neither the
Company, the Servicer, the Trust nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for all of the
Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall
recognize the Holders of Definitive Certificates as Certificateholders hereunder.



Section 5.10.        Office for
Transfer of Certificates. The Trustee on behalf of the Trust shall maintain an office or agency where Certificates may be surrendered for registration of transfer or exchange. The Corporate Trust Office is initially designated for said purposes.



Section 5.11.        Nature of
Certificates. The Certificates shall be personal property giving only the rights specifically set forth therein and in this Agreement.  The Certificates shall have no preemptive or similar rights and when issued and delivered to the Holders
against payment of the purchase price therefor will be fully paid and nonassessable by the Trust.  The Holders of the Certificates, in their capacities as such, shall be entitled to the same limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State of Delaware. THE RECEIPT AND ACCEPTANCE OF A CERTIFICATE OR ANY INTEREST THEREIN BY OR ON BEHALF OF A HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF
ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH CERTIFICATE OF ALL THE TERMS AND PROVISIONS OF THIS AGREEMENT, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH HOLDER AND SUCH OTHERS THAT
THE TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH HOLDER AND SUCH OTHERS.



ARTICLE VI



The Company and the Servicer



Section 6.01.        Liability
of the Company and the Servicer. Each of the Company and the Servicer shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Company or the Servicer, as applicable, herein.



Section 6.02.        Merger or
Consolidation of the Company or the Servicer. Any Corporation into which either the Company or the Servicer may be merged or consolidated, or any Corporation resulting from any merger, conversion or consolidation to which either the Company or the
Servicer shall be a party, or any Corporation succeeding to the business of either the Company or the Servicer, shall be the successor of the Company or the Servicer, as applicable, hereunder, without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary notwithstanding.



Section 6.03.        Limitation
on Liability of the Company, the Servicer and Others. Neither the Company nor the Servicer nor any of the directors, officers, employees or agents of the Company or the Servicer shall be under any liability to the Trust, the Holders of the REMIC I
Regular Interests or the Certificateholders for any action taken by such Person or for such Person’s refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Company, the Servicer or any such Person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of duties and
obligations hereunder. Each of the Company, the Servicer and any director, officer, employee or agent of the Company or the Servicer, as applicable, may rely in good faith on any document of any kind properly executed and submitted by any Person respecting any
matters arising hereunder. Each of the Company, the Servicer and any director, officer, employee or agent of the Company or the Servicer, as applicable, shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection
with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense relating to any Mortgage Loan (other than as otherwise permitted in this Agreement) or incurred by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. Neither the Company nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to
its duties related to the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that each of the Company and the Servicer may in its discretion undertake any such action which
it may deem necessary or desirable with respect to the Mortgage Loans, this Agreement, the Certificates or the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action
and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and the Company and the Servicer shall be entitled to be reimbursed, as applicable, therefor out of the Certificate Account, as provided by Section 3.05.



Section 6.04.        Neither
the Company nor the Servicer May Resign. Neither the Company nor the Servicer shall resign from its respective obligations and duties hereby imposed on it, as applicable, except upon determination by the Company or the Servicer that its respective
duties hereunder are no longer permissible under applicable law.  Any such determination permitting the resignation of the Company or the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation shall
become effective until the Trustee or a successor Servicer shall have assumed the Servicer’s responsibilities and obligations in accordance with Section 7.02 hereof.


The Servicer shall give prompt written notice to the Company of any information received by the Servicer which affects or relates to an ongoing obligation or right of the Company under this
Agreement.



Section 6.05.        Trustee
Access. The Servicer shall afford the Company and the Trustee, upon reasonable notice, during normal business hours access to all records maintained by the Servicer, in respect of the Mortgage Loans and in respect of its
rights and obligations hereunder and access to such of its officers as are responsible for such obligations.  Upon reasonable request, the Servicer, shall furnish the Company and the Trustee with its most recent financial statements (or, for so long as
Washington Mutual Bank is the Servicer, the most recent consolidated financial statements for Washington Mutual Bank appearing in the audited financial statements of Washington Mutual, Inc., or the entity with whose financial statements the financial statements of
Washington Mutual Bank are consolidated) and such other information as it possesses, and which it is not prohibited by law or, to the extent applicable, binding obligations to third parties with respect to confidentiality, from disclosing, regarding its business,
affairs, property and condition, financial or otherwise.



ARTICLE VII



Default



Section 7.01.        Events of
Default. (a) In case one or more of the following Events of Default by the Servicer shall occur and be continuing, that is to say:



(i)                  Any failure by the Servicer to deposit into the Certificate Account any payment required to be deposited therein by the Servicer under the
terms of this Agreement which continues unremedied for a period of five Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee or to the Servicer and the Trustee
by the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of REMIC II; or



(ii)                Failure
on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer contained in the Certificates or in this Agreement which continues unremedied for a period of 60 days after the date on
which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of REMIC II;
or



(iii)               A decree or
order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding‐up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or



(iv)              The Servicer shall
consent to the appointment of a trustee, conservator, receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all
of its property; or



(v)                The
Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or



(vi)              Any failure of the
Servicer to make any Monthly P&I Advance (other than a Nonrecoverable Advance) which continues unremedied at the opening of business on the Distribution Date in respect of which such Monthly P&I Advance was to have been made;


then, and in each and every such case, so long as an Event of Default shall not have been remedied, either the Trustee or the Holders of Certificates evidencing Percentage Interests aggregating not
less than 25% of REMIC II, by notice in writing to the Company and the Servicer (and to the Trustee if given by the Certificateholders, in which case such notice shall set forth evidence reasonably satisfactory to the Trustee that such Event of Default has occurred
and shall not have been remedied) may terminate all of the rights (other than its right to reimbursement for advances) and obligations of the Servicer, including its right to the Servicing Fee, under this Agreement. Such determination shall be final and binding. On
or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under
this Section 7.01; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney‐in‐fact or otherwise, any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The Servicer agrees to cooperate with the Trustee
in effecting the termination of the Servicer's responsibilities and rights hereunder, including, without limitation, the transfer to the Trustee for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Certificate
Account or thereafter be received with respect to the Mortgage Loans.


Notwithstanding the foregoing, if an Event of Default described in clause (vi) of this Section 7.01(a) shall occur, the Trustee shall, by notice in writing to the Servicer, which may be delivered by
telecopy, immediately suspend all of the rights and obligations of the Servicer thereafter arising under this Agreement, but without prejudice to any rights it may have as a Certificateholder or to reimbursement of advances, and the Trustee shall act as provided in
Section 7.02 to carry out the duties of the Servicer, including the obligation to make any Monthly P&I Advance the nonpayment of which was an Event of Default described in clause (vi) of this Section 7.01(a). Any such action taken by the Trustee must be
prior to the distribution on the relevant Distribution Date. If the Servicer shall within two Business Days following such suspension remit to the Trustee the amount of any Monthly P&I Advance (plus interest accrued thereon at a per annum rate equal to the prime
rate for United States money center commercial banks as published in The Wall Street Journal) the nonpayment of which by the Servicer was an Event of Default described in clause (vi) of this Section 7.01(a), the Trustee, subject to the last sentence
of this paragraph, shall permit the Servicer to resume its rights and obligations as Servicer hereunder. The Servicer agrees that it will reimburse the Trustee for actual, necessary and reasonable costs incurred by the Trustee because of action taken pursuant to
clause (vi) of this Section 7.01(a). The Servicer agrees that if an Event of Default as described in clause (vi) of this Section 7.01(a) shall occur more than two times in any twelve month period, the Trustee shall be under no obligation to permit the Servicer to
resume its rights and obligations as Servicer hereunder.


(b)        In case one or more of the following Events of Default by the Company shall occur and be continuing, that is to say:



(i)                  Failure on the part of
the Company duly to observe or perform in any material respect any of the covenants or agreements on the part of the Company contained in the Certificates or in this Agreement which continues unremedied for a period of 60 days after the date on which written notice
of such failure, requiring the same to be remedied, shall have been given to the Company by the Trustee, or to the Company and the Trustee by the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of REMIC II; or



(ii)                A decree
or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding‐up or liquidation of its affairs, shall have been entered against the Company and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or



(iii)               The Company
shall consent to the appointment of a trustee, conservator, receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Company or of or relating to all or
substantially all of its property; or



(iv)              The Company shall
admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of creditors, or voluntarily suspend payment of its
obligations;


then, and in each and every such case, so long as such Event of Default shall not have been remedied, the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of REMIC
II, by notice in writing to the Company and the Trustee, may direct the Trustee in accordance with Section 10.03 to institute an action, suit or proceeding in its own name as Trustee hereunder to enforce the Company's obligations hereunder.


(c)        In any circumstances in which this Agreement states that Certificateholders owning Certificates evidencing a certain Percentage Interest in REMIC II may take
certain action, such action shall be taken by the Trustee, but only if the requisite percentage of Certificateholders required under this Agreement for taking like action or giving like instruction to the Trustee under this Agreement shall have so directed the
Trustee in writing.



Section 7.02.        Trustee to
Act; Appointment of Successor.


(a)        On and after the date on which the Servicer receives a notice of termination pursuant to Section 7.01 or the Servicer resigns pursuant to Section 6.04, the
Trustee shall be the successor in all respects to the Servicer under this Agreement with respect to the Mortgage Loans in the Mortgage Pool and with respect to the transactions set forth or provided for herein and shall have all the rights and powers and be subject
to all the responsibilities, duties and liabilities relating thereto arising on or after such date of termination or resignation placed on the Servicer by the terms and provisions hereof and thereof, and shall have the same limitations on liability herein granted to
the Servicer; provided, that the Trustee shall not under any circumstances be responsible for any representations and warranties or any repurchase obligation of the Company or any liability incurred by the Servicer prior to such date of termination or
resignation and the Trustee shall not be obligated to make a Monthly P&I Advance if it is prohibited by law from so doing. As compensation therefor, the Trustee shall be entitled to all compensation to which the Servicer would have been entitled if the Servicer
had continued to act hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall if it is unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution
having a net worth of not less than $15,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending any such appointment, the Trustee is obligated to act in
such capacity. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such
compensation shall, together with the compensation to the Trustee, be in excess of that permitted the Servicer hereunder. The Trustee and such successor shall take such actions, consistent with this Agreement, as shall be necessary to effectuate any such
succession.


(b)        In connection with any termination or resignation of the Servicer hereunder, in the event that any of the Mortgage Loans are MERS Loans, either (i) the
successor Servicer (including the Trustee if the Trustee is acting as successor Servicer) shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection
with the servicing of the MERS Loans, in which case the predecessor Servicer shall cooperate with the successor Servicer in registering the transfer of servicing of the MERS Loans to the successor Servicer on the MERS® System in accordance with MERS’ rules
and procedures, or (ii) if the successor Servicer is not a member of MERS, the predecessor Servicer shall cooperate with the successor Servicer in (A) de-registering the MERS Loans from the MERS® System and (B) causing MERS to execute and deliver an assignment
from MERS to the Trust of the Mortgage securing each MERS Loan in recordable form and in the form otherwise provided under clause (X)(iii) of the definition of “Mortgage File” herein and to execute and deliver such other notices, documents and other
instruments as may be necessary or desirable to effect such de-registration and assignment. The predecessor Servicer shall bear any and all fees of MERS and all fees and costs of preparing and recording any assignments of Mortgages as required under this Section
7.02(b).



Section 7.03.        Notification to Certificateholders. Upon any such termination or appointment of a successor to the Servicer, the Trustee shall give prompt written notice thereof to the Certificateholders at their respective addresses appearing in the
Certificate Register.



ARTICLE VIII



Concerning the Trustees



Section 8.01.        Duties of
Trustees.


(a)        The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree
of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.


(b)        The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it which are
specifically required to be furnished to it pursuant to any provision of this Agreement, shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Trustee shall not be responsible for the accuracy or content
of any such certificate, statement, opinion, report, or other order or instrument furnished by the Company or Servicer to the Trustee pursuant to this Agreement.


(c)        No provision of this Agreement shall be construed to relieve the Trustee or the Delaware Trustee from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct; provided, however, that:



(i)                  Prior to the occurrence of an Event of Default and after the curing of all such Events of Default which may have occurred, the duties and
obligations of the Trustee shall be determined solely by the express provisions of this Agreement,



(ii)                Neither
the Trustee nor the Delaware Trustee shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Delaware
Trustee, and, in the absence of bad faith on the part of the Trustee or the Delaware Trustee, such trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to
such trustee and conforming to the requirements of this Agreement; and



(iii)               Neither the
Trustee nor the Delaware Trustee shall be personally liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Certificateholders holding Certificates which evidence Percentage Interests aggregating not
less than 25% of REMIC II relating to the time, method and place of conducting any proceeding for any remedy available to such trustee, or relating to the exercise of any trust or power conferred upon such trustee under this Agreement.


(d)        Within ten Business Days after the occurrence of any Event of Default known to the Trustee, the Trustee shall transmit by mail to the Rating Agencies notice of
each Event of Default. Within 90 days after the occurrence of any Event of Default known to the Trustee, the Trustee shall transmit by mail to all Certificateholders (with a copy to the Rating Agencies) notice of each Event of Default, unless such Event of Default
shall have been cured or waived; provided, however, the Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of the Trustee in good faith determines that the withholding of such notice is in the best interests of the
Certificateholders; and provided, further, that in the case of any Event of Default of the character specified in Section 7.01(i) or Section 7.01(ii) no such notice to Certificateholders or to the Rating Agencies shall be given until at least 30 days after the
occurrence thereof.



Section 8.02.        Certain
Matters Affecting the Trustees. Except as otherwise provided in Section 8.01:



(i)                  Each of the Trustee and the Delaware Trustee may request and rely upon and shall be protected in acting or refraining from acting upon any
resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;



(ii)                Each of
the Trustee and the Delaware Trustee may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of
Counsel;



(iii)               Neither the
Trustee nor the Delaware Trustee shall be personally liable for any action taken or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;



(iv)              Prior to the
occurrence of an Event of Default hereunder and after the curing of all Events of Default which may have occurred, neither the Trustee nor the Delaware Trustee shall be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of REMIC II;
provided, however, that if the payment within a reasonable time to the Trustee or the Delaware Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of such trustee, not reasonably
assured to such trustee by the security, if any, afforded to it by the terms of this Agreement, such trustee may require reasonable indemnity against such expense or liability as a condition to proceeding;



(v)                Each of
the Trustee and the Delaware Trustee may execute the trust or any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys selected by it with reasonable care or (as in the case of the Initial Custodian) designated
by the Servicer;



(vi)              Neither the Trustee
nor the Delaware Trustee shall be deemed to have knowledge or notice of any matter, including without limitation an Event of Default, unless actually known by a Responsible Officer, or unless written notice thereof referencing this Agreement or the Certificates is
received at the Notice Address of such trustee;



(vii)             In no event shall the
Trustee or the Delaware Trustee be held liable for acts or omissions of the Servicer or the other trustee (excepting the Trustee’s own actions as Servicer).  No provision of this Agreement shall require the Trustee or the Delaware Trustee to expend or risk
its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder (except for the giving of required notices), or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing the repayment
of such funds or adequate indemnity against such risk or liability is not reasonably assured to it;



(viii)           When the Trustee is acting as
Servicer pursuant to Section 7.02, and to the extent permitted under applicable law, the Trustee is hereby authorized, in making or disposing of any investment permitted hereunder, to deal with itself (in its individual capacity) or with any one or more of its
affiliates, whether it or its affiliate is acting as an agent of the Trustee or of any third person or dealing as principal for its own account; and



(ix)              Except as expressly
provided in this Agreement, in no event shall the Trustee be under any duty or obligation to monitor, determine, investigate or compel compliance by the Trust with the requirements of the Statutory Trust Statute.



(x)                Except as
provided in Section 8.18 of this Agreement, in no event shall the Trustee be obligated or responsible for preparing, executing, filing or delivering in respect of the Trust or another party either (A) any report or filing required by the Commission to be prepared,
executed, filed or delivered in respect of the Trust or another party or (B) any certification in respect of a report or filing required by the Commission.



Section 8.03.        Trustees
Not Liable for Certificates or Mortgage Loans. The recitals contained herein (other than those relating to the due organization, power and authority of the Trustee and the Delaware Trustee) and in the Certificates (other than the execution of, and
certificate of authentication on, the Certificates) shall not be taken as the statements of the Trustee or the Delaware Trustee, and neither the Trustee nor the Delaware Trustee assumes any responsibility for their correctness. Neither the Trustee nor the Delaware
Trustee makes any representations as to the validity or sufficiency of this Agreement, the Mortgage Loan Purchase Agreement or of the Certificates or any Mortgage Loan. Neither the Trustee nor the Delaware Trustee shall be accountable for the use or application by
the Company, the Servicer or the Trust, as applicable, of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Servicer or the Company in respect of the Mortgage Loans or deposited into the Custodial
Accounts for P&I, any Buydown Fund Account, the Investment Account or the Certificate Account by the Servicer or the Company.



Section 8.04.        Trustees
May Own Certificates. The Trustee, the Delaware Trustee or any agent or affiliate of such trustee, in its individual or any other capacity, may become the owner or pledgee of Certificates with the same rights it would have if it were not trustee.



Section 8.05.        The
Servicer to Pay Trustees’ Fees and Expenses. Subject to separate written agreements with the Trustee and the Delaware Trustee, the Servicer covenants and agrees to, and the Servicer shall, pay each of the Trustee and the Delaware Trustee from
time to time, and such trustee shall be entitled to payment, for all services rendered by it in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties hereunder of such trustee. Except as otherwise expressly
provided herein, the Servicer shall pay or reimburse each of the Trustee and the Delaware Trustee upon such trustee’s request for all reasonable expenses and disbursements incurred or made by such trustee in accordance with any of the provisions of this
Agreement, including any such expenses incurred or made in connection with a transfer of servicing, and shall indemnify the institution acting as such trustee, both in its individual capacity and as trustee, from any loss, liability or expense incurred by it
hereunder (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ and any expenses which arise out of or are imposed upon the Trustee or the Delaware Trustee in connection with the
creation, operation or termination of the Trust) except any such expense or disbursement as may arise from its own negligence or bad faith. Such obligation shall survive the termination of this Agreement or resignation or removal of the Trustee or the Delaware
Trustee. The Servicer shall, at its expense, prepare or cause to be prepared all federal and state income tax and franchise tax and information returns relating to REMIC I or REMIC II required to be prepared or filed by the Trustee or the Delaware Trustee and shall
indemnify the Trustee and the Delaware Trustee for any liability of such trustees arising from any error in such returns.



Section 8.06.        Eligibility Requirements for Trustees. The Trustee hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a Corporation organized and doing business under the laws of the United States of America or of any state, authorized
under such laws to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority and (iii) acceptable to the Rating Agencies. If such Corporation publishes
reports of condition at least annually, pursuant to law or to the requirements of any aforementioned supervising or examining authority, then for the purposes of this Section 8.06, the combined capital and surplus of such Corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published.  The Delaware Trustee hereunder shall at all times have its principal place of business in the State of Delaware and shall satisfy the applicable requirements under
the laws of the State of Delaware authorizing it to act as the Delaware trustee of the Trust.  In case at any time the Trustee or the Delaware Trustee shall cease to be eligible in accordance with the provisions of this Section 8.06, such trustee shall resign
immediately in the manner and with the effect specified in Section 8.07.



Section 8.07.        Resignation and Removal of Trustees. Each of the Trustee and the Delaware Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Servicer. Upon receiving such notice of resignation,
the Servicer shall promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and shall
have accepted appointment within 30 days after the giving of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee.


If at any time the Trustee or the Delaware Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Servicer, or if
at any time the Trustee or the Delaware Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of such trustee or of its property shall be appointed, or any public officer shall take charge or control of such trustee or of
its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer may remove such trustee and appoint a successor trustee by written instrument, in triplicate, copies of which instrument shall be delivered to the trustee so
removed, the trustee continuing in its capacity and the successor trustee.


The Holders of Certificates evidencing Percentage Interests aggregating more than 50% of REMIC II may at any time remove the Trustee or the Delaware Trustee and appoint a successor trustee by written
instrument or instruments, in triplicate, signed by such Holders or their attorneys in-fact duly authorized, one complete set of which instruments shall be delivered to the Servicer, one complete set to the Trustee so removed and one complete set to the successor so
appointed.


Any resignation or removal of the Trustee or the Delaware Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.07 shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 8.08. Any expenses associated with the resignation of the Trustee or the Delaware Trustee shall be borne by such trustee, and any expenses associated with the removal of the Trustee or the Delaware Trustee
shall be borne by the Servicer.



Section 8.08.        Successor
Trustee. Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Servicer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of
the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named
as Trustee or Delaware Trustee herein. The predecessor shall deliver to the successor trustee all Mortgage Files, related documents, statements and all other property held by it hereunder, and the Servicer and the predecessor trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations.


No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section
8.06.


Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the Servicer shall mail notice of the succession of such trustee hereunder to (i) all Certificateholders at their
addresses as shown in the Certificate Register and (ii) the Rating Agencies. If the Servicer fails to mail such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed.



Section 8.09.        Merger or
Consolidation of Trustee. Any Corporation into which the Trustee or the Delaware Trustee may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which the Trustee or
the Delaware Trustee shall be a party, or any Corporation succeeding to the corporate trust business of such trustee, shall be the successor of such trustee hereunder, provided such resulting or successor Corporation shall be eligible under the provisions of Section
8.06, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.



Section 8.10.        Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the assets of the Trust may at the time be
located, the Servicer and the Trustee or the Delaware Trustee, as applicable, acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by such trustee to act as co-trustee or co-trustees, jointly with
such trustee, or separate trustee or separate trustees, of all or any part of the assets of the Trust and to vest in such Person or Persons, in such capacity, such title to the assets of the Trust, or any part thereof, and, subject to the other provisions of this
Section 8.10, such powers, duties, obligations, rights and trusts as the Servicer and the Trustee or the Delaware Trustee, as applicable, may consider necessary or desirable; provided, that the Trustee or the Delaware Trustee, as applicable, shall remain liable for
all of its obligations and duties under this Agreement. If the Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default shall have occurred and be continuing, the Trustee or the
Delaware Trustee, as applicable, alone shall have the power to make such appointment; provided, that such trustee shall remain liable for all of its obligations and duties under this Agreement. No co-trustee or separate trustee hereunder shall be required to meet the
terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice to Certificateholders of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08 hereof.


In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties and obligations conferred or imposed upon the Trustee or the Delaware Trustee, as
applicable, shall be conferred or imposed upon and exercised or performed by the Trustee or the Delaware Trustee, as applicable, and such separate trustee or co-trustee jointly and severally, except to the extent that under any law of any jurisdiction in which any
particular act or acts are to be performed by the Trustee or the Delaware Trustee, as applicable, such trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title
to the assets of the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee or the Delaware Trustee, as applicable.


Any notice, request or other writing given to the Trustee or the Delaware Trustee shall be deemed to have been given to each of the then related separate trustee(s) and co-trustee(s), as effectively as if
given to each of them. Every instrument appointing any separate trustee(s) or co-trustee(s) shall refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with
the estates or property specified in its instrument of appointment, either jointly with the Trustee or the Delaware Trustee, as applicable, or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every
provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee or the Delaware Trustee, as applicable. Every such instrument shall be filed with the Trustee or the Delaware Trustee, as
applicable.


Any separate trustee or co-trustee may, at any time, constitute the Trustee or the Delaware Trustee, as applicable, its agent or attorney-in-fact, with full power and authority, to the extent not prohibited
by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and the trust shall
vest in and be exercised by the Trustee or the Delaware Trustee, as applicable, to the extent permitted by law, without the appointment of a new or successor trustee.



Section 8.11.        Authenticating Agents. The Trustee may appoint one or more Authenticating Agents which shall be authorized to act on behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of
Certificates by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent must be acceptable to the Servicer and must be a corporation, trust company or banking association organized and doing business under the laws of the United States of America or of any state, having an office and place
of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.


Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any
Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first paragraph
of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.


Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and the Servicer. The Trustee may, upon prior written approval of the Servicer, at any time terminate
the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be
eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon prior written approval of the Servicer, a successor Authenticating Agent, shall give written notice of such appointment to the Servicer and shall
mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as
if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.



Section 8.12.        Paying
Agents. The Trustee may appoint one or more Paying Agents which shall be authorized to act on behalf of the Trustee in making withdrawals from the Certificate Account, and distributions to Certificateholders as provided in Section 4.01, Section 4.04(a)
and Section 9.01(b) to the extent directed to do so by the Servicer. Wherever reference is made in this Agreement to the withdrawal from the Certificate Account by the Trustee, such reference shall be deemed to include such a withdrawal on behalf of the Trustee by a
Paying Agent. Whenever reference is made in this Agreement to a distribution by the Trustee or the furnishing of a statement to Certificateholders by the Trustee, such reference shall be deemed to include such a distribution or furnishing on behalf of the Trustee by
a Paying Agent. Each Paying Agent shall provide to the Trustee such information concerning the Certificate Account as the Trustee shall request from time to time. Each Paying Agent must be reasonably acceptable to the Servicer and must be a corporation, trust company
or banking association organized and doing business under the laws of the United States of America or of any state, having an office and place of business in New York, New York, having a combined capital and surplus of at least $15,000,000, authorized under such laws
to do a trust business and subject to supervision or examination by federal or state authorities.


Any corporation into which any Paying Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Paying
Agent shall be a party, or any corporation succeeding to the corporate agency business of any Paying Agent, shall continue to be the Paying Agent provided that such corporation after the consummation of such merger, conversion, consolidation or succession meets the
eligibility requirements of this Section 8.12.


Any Paying Agent may at any time resign by giving written notice of resignation to the Trustee and to the Servicer; provided, that the Paying Agent has returned to the Certificate Account or otherwise
accounted, to the reasonable satisfaction of the Servicer, for all amounts it has withdrawn from the Certificate Account. The Trustee may, upon prior written approval of the Servicer, at any time terminate the agency of any Paying Agent by giving written notice of
termination to such Paying Agent and to the Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Paying Agent shall cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.12,
the Trustee may appoint, upon prior written approval of the Servicer, a successor Paying Agent, shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Paying Agent upon
acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Paying Agent. Any reasonable compensation paid to any Paying Agent shall be a
reimbursable expense pursuant to Section 8.05 if paid by the Trustee.



Section 8.13.        Duties of
Delaware Trustee.


(a)        The Delaware Trustee is appointed to serve as the trustee of the Trust in the State of Delaware for the sole purpose of satisfying the requirement of Section
3807(a) of the Statutory Trust Statute that the Trust have at least one trustee with a principal place of business in Delaware.  It is understood and agreed by the parties hereto that the Delaware Trustee shall have none of the duties or liabilities of the
Trustee.


(b)        The duties of the Delaware Trustee shall be limited to (i) accepting legal process served on the Trust in the State of Delaware, (ii) the execution of any
certificates with respect to the Trust required to be filed with the Secretary of State which the Delaware Trustee is required to execute under Section 3811 of the Statutory Trust Statute and (iii) such other duties as are set forth in this Article VIII.  To the
extent that, at law or in equity, the Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or the Holders of the REMIC I Regular Interests or the Certificates, it is hereby understood and agreed by the parties hereto
that such duties and liabilities are replaced by the duties and liabilities of the Delaware Trustee expressly set forth in this Agreement.



Section 8.14.        Amendment
to Certificate of Trust. If at any time required by Section 3810 of the Statutory Trust Statute, the Trustee, the Delaware Trustee and any other trustee of the Trust shall cause an amendment to the Certificate of Trust to be filed with the Secretary of
State in accordance with the provisions of such Section 3810.



Section 8.15.       
 [Reserved.]



Section 8.16.        Trustees
Act on Behalf of Trust. Except to the extent otherwise expressly provided herein, in the performance of its obligations under this Agreement, each of the Trustee and the Delaware Trustee shall at all times be acting on behalf of the Trust or the
Certificateholders, as applicable.



Section 8.17.        Limitation
of Liability. It is expressly understood and agreed by the parties hereto that (a) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, undertakings and
agreements by the Trustee but is made and intended for the purpose of binding only the Trust and (b) under no circumstances shall the Trustee be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of
any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement.



Section 8.18.        Trustee
Report on Assessment of Compliance with Servicing Criteria. The Trustee shall, on or before the 90th day following each December 31 after the Cut-Off Date (or such earlier date as reasonably requested by the Servicer, but in no event earlier than March
15), deliver to the Company and the Servicer the following documents, if so requested by the Servicer:



(a)        a report on its assessment of compliance during the preceding calendar year with all applicable servicing criteria set forth in Item
1122(d) of Regulation AB with respect to asset-backed securities transactions taken as a whole involving the Trustee that are backed by assets of the same type as the Mortgage Loans, as required by Item 1122 of Regulation AB; and



(b)        a report by a registered public accounting firm that attests to, and reports on, the assessment made by the Trustee pursuant to
clause (a) above, as required by Item 1122 of Regulation AB;



provided, however, that the Trustee shall only be required to deliver the reports specified in Section 8.18 (a) and (b) with respect to any year for
which a Report on Form 10-K is required to be filed with the Commission on behalf of the Trust.  Promptly following December 31 of each year for which a Report on Form 10-K is so required to be filed, the Servicer shall advise the Trustee whether the foregoing
reports will be required of the Trustee, and the Servicer and the Trustee shall cooperate in good faith to determine the applicable servicing criteria.



ARTICLE IX



Termination



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


(a)        The Servicer may purchase the outstanding Mortgage Loans, all property acquired by the Trust in respect of any Mortgage Loan and all other property included in
any REMIC formed under this Agreement at the price stated in clause (i) of the second paragraph of this Section 9.01(a) on or after the first date on which the aggregate Principal Balance of the Mortgage Loans is less than the Clean-Up Call Percentage of the
aggregate Principal Balance of the Mortgage Loans as of the Cut-Off Date; provided, however, that the Servicer may not so purchase such outstanding Mortgage Loans and property if the price stated in such clause (i) exceeds the fair market value, determined by
the Servicer in accordance with prudent industry practices, of such outstanding Mortgage Loans and property. If such right is exercised, the Servicer shall provide to the Trustee, the Delaware Trustee and the Company the written certification of an officer of the
Servicer (which certification shall include a statement to the effect that all amounts required to be paid in order to exercise such right have been deposited in the Certificate Account) and the Trustee on behalf of the Trust shall promptly execute all instruments as
may be necessary to release and assign to the Servicer the Mortgage Loans, all property acquired by the Trust in respect of any Mortgage Loan and all other property included in any REMIC formed under this
Agreement.


Except as otherwise set forth in this Article IX, including, without limitation, the obligation of the Servicer to make payments to Certificateholders as hereafter set forth, the Trust and the respective
obligations and responsibilities of the Company, the Servicer, the Trustee and the Delaware Trustee created hereby shall terminate in accordance with Section 3808 of the Statutory Trust Statute upon:



(i)         the Distribution Date immediately following the exercise by the Servicer of its purchase option, set forth in to the first
paragraph of this Section 9.01(a), of all Mortgage Loans, all property acquired by the Trust in respect of any Mortgage Loan by foreclosure, deed in lieu of foreclosure or otherwise, and all other property included in any REMIC formed under this Agreement at a price
equal to the sum, reduced by unreimbursed advances (other than advances made with respect to Mortgage Loans as to which the Servicer expects at the time of such purchase, in its sole judgment, that foreclosure is not imminent), of



(x)        the excess of



(A)       100% of the aggregate Principal Balance of the Mortgage Loans (other than Mortgage Loans in respect of which the related Mortgaged Property
has been acquired by the Trust by foreclosure, deed in lieu of foreclosure or otherwise) (after giving effect to the distribution of all other principal and the allocation of Realized Losses to the Certificates on the date of such purchase), plus accrued interest at
the applicable Pass-Through Rates with respect to such Mortgage Loans through the last day of the month of such purchase, over



(B)       the amount of any Bankruptcy Losses incurred with respect to such Mortgage Loans as of the date of such purchase to the extent that the
Principal Balances of such Mortgage Loans have not been previously reduced by such Bankruptcy Losses, and



(y)        without duplication,



(A)       the appraised fair market value as of the date of such purchase of all property owned by the Trust which secured a Mortgage Loan and which
has been acquired by the Trust by foreclosure, deed in lieu of foreclosure or otherwise, including related Insurance Proceeds, and



(B)       the appraised fair market value as of the date of such purchase of all other property included in any REMIC formed under this Agreement, any
such appraisal pursuant to clause (A) or (B) to be conducted by an appraiser mutually agreed upon by the Servicer and the Trustee, or



(ii)        the later of the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan owned by the Trust
or the disposition of all property acquired upon foreclosure in respect of any Mortgage Loan, and the payment to the Certificateholders of all amounts required to be paid to them hereunder.


The Servicer shall not have any further right to reimbursement by the Trust for any advance that is used to reduce the purchase price of the Mortgage Loans pursuant to the immediately preceding
sentence.


In no event shall the Trust continue beyond the expiration of 21 years from the death of the survivor of the issue of Joseph P. Kennedy, the late ambassador of the United States to the Court of St.
James’, living on the date hereof.


In no event shall the Servicer be required to expend any amounts other than those described in the second paragraph of this Section 9.01(a) in order to terminate the Trust or purchase the Mortgage Loans
under this Section 9.01, and in no event shall the Company, the Trustee or the Delaware Trustee be required to expend any amounts in connection with such termination or purchase.


(b)        Notice of such purchase, specifying the date upon which the Certificateholders may surrender their Certificates to the Trustee for payment and cancellation,
shall be given promptly by letter from the Trustee to Certificateholders mailed not less than 30 days prior to such final distribution, specifying (i) the date upon which final payment of the Certificates will be made upon presentation and surrender of Certificates
at the office of the Certificate Registrar therein designated (the “Termination Date”), (ii) the amount of such final payment (the “Termination Payment”) and (iii) that the Record Date otherwise applicable to the Distribution
Date upon which the Termination Date occurs is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Registrar therein specified. Upon any such notice, the Certificate Account shall terminate
subject to the Servicer’s obligation to hold all amounts payable to Certificateholders in trust without interest pending such payment.  The Servicer shall provide the Trustee with written notice of its intent to terminate the Trust upon purchase at least
five Business Days, or such lesser time as is acceptable to the Trustee, such acceptance not to be unreasonably withheld, prior to the time that the Trustee is required to mail notice to the Certificateholders.


In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the Termination Date, the Servicer shall give a second written notice to the
remaining Certificateholders to surrender their Certificates for cancellation and receive the Termination Payment with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Servicer may
take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain in trust hereunder.


Upon the completion of winding up of the Trust, including the payment or the making reasonable provision for payment of all obligations of the Trust in accordance with Section 3808(e) of the Statutory Trust
Statute, the Delaware Trustee shall prepare, the Trustee, the Delaware Trustee and any other trustee hereunder shall sign, and the Delaware Trustee (upon the Trustee’s consent acting at direction of the Servicer) shall file, a certificate of cancellation with
the Secretary of State in accordance with Section 3810 of the Statutory Trust Statute, at which time the Trust and this Agreement shall terminate.  The Servicer shall act as the liquidator of the Trust and shall be responsible for taking all actions in
connection with winding up the Trust, in accordance with the requirements of this Agreement (including this Section 9.01 and Section 9.02) and applicable law.



Section 9.02.        Additional Termination
Requirements.


(a)        In the event the Servicer exercises its purchase option as provided in Section 9.01, REMIC I and REMIC II shall be terminated in accordance with the following
additional requirements, unless the Servicer, at its own expense, obtains for the Trustee an Opinion of Counsel to the effect that the failure of REMIC I and REMIC II to comply with the requirements of this Section 9.02 will not (i) result in the imposition of taxes
on “prohibited transactions” of REMIC I and REMIC II as described in Section 860F of the Code, or (ii) cause REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding:



(i)                  Within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.01, the Tax Matters Person
shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete liquidation on behalf of REMIC I and REMIC II meeting the requirements of a qualified liquidation under Section 860F of the Code and any regulations
thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I and REMIC II; and



(ii)                At or
after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Date, the Servicer on behalf of the Trust shall sell all of the assets of REMIC I and REMIC II to the Servicer for cash in the amount specified in Section
9.01.


(b)        By its acceptance of any Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to adopt such a plan of
complete liquidation and to take such other action in connection therewith as may be reasonably requested by the Tax Matters Person or the Trustee.



Section 9.03.        Trust
Irrevocable. Except as expressly provided herein, the trust created hereby is irrevocable.



ARTICLE X



Miscellaneous Provisions



Section 10.01.    Amendment.


(a)        This Agreement may be amended from time to time by the Servicer, the Company and the Trustee, without the consent of any of the Certificateholders:



(i)                  to cure any
ambiguity;



(ii)                to
correct or supplement any provision herein which may be defective or inconsistent with any other provisions herein;



(iii)               to comply with
any requirements imposed by the Code or any regulations thereunder;



(iv)              to correct the
description of any property at any time included in REMIC I or REMIC II, or to assure the conveyance to the Trust of any property included in REMIC I or REMIC II;



(v)                pursuant
to Section 5.01(c)(v); and



(vi)              to add any provision
to, or amend any provision in, this Agreement, provided that such amendment or addition does not adversely affect in any material respect the interests of any Certificateholder;



provided, however, that any such amendment which modifies the rights or obligations of the Delaware Trustee hereunder shall require the consent of the Delaware Trustee;
provided, further, that any such amendment which modifies the rights of the Class PPP Certificateholders to receive Assigned Prepayment Premiums, including any amendment to Section 3.20, shall require the consent of each Class PPP Certificateholder. No such
amendment (other than one entered into pursuant to clause (iii) of the preceding sentence) shall change the powers of the Servicer. Prior to entering into any amendment (other than one entered into pursuant to clause (iii) of the second preceding sentence) without
the consent of Certificateholders pursuant to this paragraph, the Trustee shall require an Opinion of Counsel addressed to the Trust and the Trustee to the effect that such amendment is permitted under this Agreement and has no material adverse effect on the
interests of the Certificateholders; provided, however, that no such Opinion of Counsel shall be required if the Company obtains a letter from each Rating Agency stating that the amendment would not result in the downgrading or withdrawal of the respective
ratings then assigned to the Certificates. Prior to entering into any amendment pursuant to clause (iii) of the third preceding sentence without the consent of Certificateholders pursuant to this paragraph, the Trustee shall require an Opinion of Counsel to the
effect that such action is necessary or helpful to comply with the requirements imposed by the Code or any regulations thereunder and shall not cause any REMIC formed under this Agreement to fail to qualify as such under the Code. The cost of any opinion required by
this Section 10.01 shall be borne by the party requesting such amendment.


(b)        This Agreement may also be amended from time to time by the Servicer, the Company and the Trustee with the consent of the Holders of Certificates evidencing
Percentage Interests aggregating not less than 66% of REMIC II, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Agreement or of modifying in any manner the rights of the Certificateholders;
provided, however, that no such amendment shall, without the consent of the Holder of each Certificate affected thereby (i) reduce in any manner the amount of, or delay the timing of, distributions of principal or interest required to be made hereunder or
reduce the Certificateholder’s Percentage Interest, the Certificate Interest Rate or the Termination Payment with respect to any of the Certificates, (ii) reduce the percentage of Percentage Interests specified in this Section 10.01 which are required to amend
this Agreement, (iii) create or permit the creation of any lien against any part of REMIC I or REMIC II, or (iv) modify any provision in any way which would permit an earlier retirement of the Certificates; provided, further, that any such amendment which
modifies the rights or obligations of the Delaware Trustee hereunder shall require the consent of the Delaware Trustee; provided, further, any such amendment which modifies the rights of the Class PPP Certificateholders to receive Assigned Prepayment Premiums,
including any amendment to Section 3.20, shall require the consent of each Class PPP Certificateholder.


Promptly after the execution of any such amendment, the Trustee shall furnish written notification of the substance of such amendment to the Delaware Trustee and each Certificateholder. Any failure to
provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment.


It shall not be necessary for the consent of Certificateholders under this Section 10.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe.



Section 10.02.    Recordation of
Agreement. To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or the comparable jurisdictions in which any Mortgaged Property is situated,
and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Company and at its expense on direction by the Trustee, but only upon direction accompanied by an Opinion of Counsel to the effect that such recordation
materially and beneficially affects the interests of the Certificateholders.



Section 10.03.    Limitation on Rights of
Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding-up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.


No Certificateholder shall have any right to vote or in any manner otherwise to control the operation and management of the Trust or the obligations of the parties hereto (except as provided in Section
5.09, Section 7.01, Section 8.01, Section 8.02, Section 8.07, Section 10.01 and this Section 10.03), nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.


No Certificateholder shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this
Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of
REMIC II shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the institution acting as Trustee, both in its individual capacity and as Trustee, such reasonable
indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action,
suit or proceeding. However, the Trustee is under no obligation to exercise any of the extraordinary trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or to institute, conduct or defend any litigation hereunder
or in relation hereto at the request, order or direction of any of the Certificateholders unless such Certificateholders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.
It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of
this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein
provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 10.03, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at
law or in equity.



Section 10.04.    Access to List of
Certificateholders. The Certificate Registrar shall furnish or cause to be furnished to the Trustee within 30 days after receipt of a request by the Trustee in writing, a list, in such form as the Trustee may reasonably require, of the names and
addresses of the Certificateholders as of the most recent Record Date for payment of distributions to such Certificateholders.


If three or more Certificateholders (hereinafter referred to as “applicants”) apply in writing to the Trustee, and such application states that the applicants desire to communicate with
other Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of
such list from the Certificate Registrar, afford such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If such a list is as of a date more than 90 days prior to the date of receipt of such
applicants’ request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt.


Every Certificateholder, by receiving and holding the same, agrees with the Servicer, the Company, the Trust, the Trustee and the Delaware Trustee that none of the Servicer, the Company, the Trust, the
Trustee or the Delaware Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived.



Section 10.05.    Governing Law.
This Agreement shall be construed in accordance with the laws of the State of Delaware without giving effect to its conflict of laws provisions and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws without
giving effect to conflict of laws provisions.



Section 10.06.    Notices. All
demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered or certified mail, return receipt requested, or overnight courier to the applicable Notice Address.
Notices to the Rating Agencies shall also be deemed to have been duly given if mailed by first class mail, postage prepaid, to the above listed addresses of the Rating Agencies. Any notice required or permitted to be mailed to a Certificateholder shall be given by
first class mail, postage prepaid, at the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder
receives such notice.



Section 10.07.    Compliance With Regulation
AB. Each of the parties hereto acknowledges and agrees that the purpose of Section 3.13, Section 8.18 and the fifth sentence of the third paragraph of Section 2.05 is to facilitate compliance by the Company, the Trust and Washington Mutual Mortgage
Securities Corp. with the provisions of Regulation AB, as it may be amended or clarified from time to time. Each of the Servicer and the Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive
guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Company, the Trust or Washington Mutual Mortgage
Securities Corp. in good faith for delivery of information under the provisions of Regulation AB on the basis of evolving interpretations thereof, and to deliver any other information necessary in the good faith determination of the Company, the Trust or Washington
Mutual Mortgage Securities Corp. to permit the Company, the Trust and Washington Mutual Mortgage Securities Corp. to comply with the provisions of Regulation AB. Each of the Trust and Washington Mutual Mortgage Securities Corp. shall be a third-party beneficiary of
the Servicer’s and the Trustee’s respective obligations under Section 3.13, Section 8.18 and this Section 10.07.



Section 10.08.    Severability of
Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.



Section 10.09.    Counterpart
Signatures. For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an
original, and such counterparts shall constitute but one and the same instrument.



Section 10.10.    Benefits of
Agreement. Except as expressly provided herein, nothing in this Agreement or in any Certificate, expressed or implied, shall give to any Person, other than the parties hereto and their respective successors hereunder, any separate trustee or co-trustee
appointed under Section 8.10 and the Certificateholders, any benefit or any legal or equitable right, remedy or claim under this Agreement.



Section 10.11.    Notices and Copies to Rating
Agencies.


(a)        The Trustee shall notify the Rating Agencies of the occurrence of any of the following events, in the manner provided in Section 10.06:



(i)                  the occurrence of an Event of Default pursuant to Section 7.01, subject to the provisions of Section 8.01(d); and



(ii)                the
appointment of a successor Servicer pursuant to Section 7.02;


(b)        The Servicer shall notify the Rating Agencies of the occurrence of any of the following events, or in the case of clauses (iii), (iv), (v), (vii) and (viii)
promptly upon receiving notice thereof, in the manner provided in Section 10.06:



(i)                  any amendment of this
Agreement pursuant to Section 10.01;



(ii)                the
appointment of a successor Trustee or successor Delaware Trustee pursuant to Section 8.08;



(iii)               the filing of
any claim under or the cancellation or modification of any fidelity bond and errors and omissions coverage pursuant to Section 3.01 and Section 3.06 with respect to the Servicer;



(iv)              any change in the
location of the Certificate Account, any Custodial Account for P&I or the Investment Account;



(v)                the
purchase of any Mortgage Loan by the Company pursuant to Section 2.08 or by the Seller pursuant to the Mortgage Loan Purchase Agreement, or the purchase of the outstanding Mortgage Loans pursuant to Section 9.01;



(vi)              the occurrence of the
final Distribution Date or the termination of the Trust pursuant to Section 9.01(a)(ii);



(vii)             the failure of the
Servicer to make a Monthly P&I Advance pursuant to Section 4.02; and



(viii)           the failure of the Servicer to make a
determination by the close of business on the second Business Day prior a Distribution Date regarding whether it will make a Monthly P&I Advance for such Distribution Date pursuant to Section 4.02.



The Servicer shall provide copies of the statements pursuant to Section 4.02, Section 4.06, Section 3.13 or Section 3.15 or any other statements or reports to the Rating Agencies in
such time and manner that such statements or determinations are required to be provided to Certificateholders.



Section 10.12.    Covenant Not to Place Trust Into
Bankruptcy. Each party hereto covenants that it shall not, until at least one year and one day after all Certificates have been paid in full, (i) take any action to file an involuntary bankruptcy petition against the Trust, or (ii) institute against
the Trust, or join in any institution against the Trust of, any bankruptcy or insolvency proceedings under any federal or state bankruptcy, insolvency or similar law. In addition, each Certificateholder or Beneficial Owner, by accepting and holding a Certificate or
an interest therein, agrees it shall not, until at least one year and one day after all Certificates have been paid in full, take any action to file an involuntary bankruptcy petition against the Trust.



Section 10.13.    Covenant Not to Place Company
Into Bankruptcy. Each party hereto (other than the Company) covenants that it shall not, until at least one year and one day after all securities issued by any trust to which the Company has transferred property have been paid in full, take any action
to file an involuntary bankruptcy petition against the Company.  In addition, each Certificateholder or Beneficial Owner, by accepting and holding a Certificate or an interest therein, agrees it shall not, until at least one year and one day after all securities
issued by any trust to which the Company has transferred property have been paid in full, take any action to file an involuntary bankruptcy petition against the Company.


 








IN WITNESS WHEREOF, the Company, the Servicer, the Trustee and the Delaware Trustee have caused their names to be signed hereto by their respective officers, thereunto duly authorized, all as of the date
first above written.




 








	

WaMu ASSET ACCEPTANCE CORP.


	

By /s/ Thomas G. Lehmann


	

       
Name: Thomas G. Lehmann

         Title: First Vice President


	

WASHINGTON MUTUAL BANK

as Servicer


	

By /s/ Barbara Loper


	

       
Name: Barbara Loper

         Title:  Vice President 


	
LASALLE BANK NATIONAL ASSOCIATION,


	

as Trustee


	

By: /s/ Rita C. Lopez


	

       
Name: Rita C. Lopez

         Title:  Vice President


	
CHRISTIANA BANK & TRUST COMPANY,


	

as Delaware
Trustee


	

By:  /s/ James M. Young


	

       
Name: James M. Young

         Title:   Assistant Vice President











 





[Signature page to Pooling and Servicing Agreement for WMALT Series 2006-3]




 










ACKNOWLEDGEMENT



STATE OF
WASHINGTON   )

                                                    )  SS.

COUNTY OF
KING                  )


 


           
I certify that I know or have satisfactory evidence that Thomas G. Lehmann  is the
person who appeared before me, and said person acknowledged that  he signed this
instrument, on oath stated that  he was authorized to execute the instrument and
acknowledged it as the First Vice President of WaMu Asset Acceptance Corp., to be the free and voluntary act of such party for the uses and
purposes mentioned therein.



Dated this 24th day of March,
2006.



/s/ Chriselda Landon



Notary Public in and for the State of Washington,



residing at Seattle

My appointment expires: 2-26-2007




 








ACKNOWLEDGEMENT



STATE OF
WASHINGTON   )

                                                    )  SS.

COUNTY OF
KING                  )


 


           
I certify that I know or have satisfactory evidence that Barbara Loper is the
person who appeared before me, and said person acknowledged that said person
signed this instrument, on oath stated that said person was authorized to execute the instrument and
acknowledged it as the  Vice President of Washington Mutual Bank, a
federal savings association, to be the free and voluntary act of such party for the uses and
purposes mentioned therein.



Dated this 24th day of March,
2006.



/s/ Chriselda Landon



Notary Public in and for the State of Washington,



residing at Seattle



My appointment expires: 2-26-2007















STATE OF
ILLINOIS              )

                                                    )  SS.

COUNTY OF COOK               
)


 




On this 29th day of
March 2006, before me, A C Hellyer,  a Notary Public in and for
said State, personally appeared Rita Lopez, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacit(ies), and that
by his/her/their signature(s) on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the  instrument.


WITNESS    my hand and
official seal.


Signature: 
/s/ A C Hellyer

Notary Public State of Illinois

My commission expires: 09/21/2009



(Seal)



 






 



ACKNOWLEDGEMENT



STATE OF DELAWARE         )

                                                     )  SS.

COUNTY OF NEWCASTLE    )


On this 23rd day of 
March 2006 before me, a Notary Public in and for
said State, personally appeared James M. Young, personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacit(ies), and that by his/her/their signature(s) on the instrument the person(s),
or the entity upon behalf of which the person(s) acted, executed the instrument.



WITNESS my hand and
official seal.



Signature /s/ Deborah L. Lutes


 



(SEAL)    

















Appendix 1:  Definition of Class C-Y Principal Reduction Amounts


Copies of Appendix 1 (which has been intentionally omitted from this filing)  may be obtained from WaMu Asset Acceptance Corp. or LaSalle Bank National Association
by contacting:


 


	
 

	
      in the case of WaMu Asset Acceptance Corp.,





 


	
 

	
        John Ganzer

         WaMu Asset Acceptance Corp.

          c/o Washington Mutual Mortgage Securities Corp.

         75 N. Fairway Drive,VHF2A01

         Vernon Hills, IL 60061

         Telephone:  (847) 549-3113

         Facsimile:     (847) 549-3680


 





 


	
 

	
      in the case of LaSalle Bank National Association,





 


	
 

	
        Stefanie Edwards

         LaSalle Bank National Association

         135 S. LaSalle Street, Suite 1625

         Chicago, IL  60603

         Telephone:  (312) 904-8975

         Facsimile:    (312) 904-2084





 





 






	
 

	
Exhibit A


	
 

	
CUSIP 93934F NJ 7





 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class 1-A-1







 


Evidencing a beneficial interest in a pool of assets consisting of beneficial interests in another pool of assets consisting of, among other things, conventional
one- to four-family mortgage loans formed by


 


	
WaMu ASSET ACCEPTANCE CORP.





 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue date of this Certificate is March 29, 2006.


Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trust or its agent for registration of transfer,
exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


 


	
WMALT Series 2006-3

	
Portion of the Class 1-A-1 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$144,925,600.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class 1-A-1 Certificate Interest Rate:

	
6.000%

	
 


	
Cut-Off Date:

	
March 1, 2006

	
 


	
First Distribution Date:

	
April 25, 2006

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2036

	
 


	
Class 1-A-1 Principal Balance as of the Cut-Off Date:

	
$144,925,600.00

	
 





 


 


	
Cede & Co.


	
Registered Owner





 






 


	
 

	
Exhibit A


	
 

	
CUSIP 93934F NK 4





 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class 1-A-2







 


Evidencing a beneficial interest in a pool of assets consisting of beneficial interests in another pool of assets consisting of, among other things, conventional
one- to four-family mortgage loans formed by


 


	
WaMu ASSET ACCEPTANCE CORP.





 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue date of this Certificate is March 29, 2006.


Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trust or its agent for registration of transfer,
exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


The Class 1-A-2 Certificates will provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2006-3

	
Portion of the Class 1-A-2 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$5,646,400.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class 1-A-2 Certificate Interest Rate:

	
6.000%

	
 


	
Cut-Off Date:

	
March 1, 2006

	
 


	
First Distribution Date:

	
April 25, 2006

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2036

	
 


	
Class 1-A-2 Principal Balance as of the Cut-Off Date:

	
$5,646,400.00

	
 





 


 


	
Cede & Co.


	
Registered Owner





 






 


	
 

	
Exhibit A


	
 

	
CUSIP 93934F NL 2





 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class 2-A







 


Evidencing a beneficial interest in a pool of assets consisting of beneficial interests in another pool of assets consisting of, among other things, conventional
one- to four-family mortgage loans formed by


 


	
WaMu ASSET ACCEPTANCE CORP.





 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue date of this Certificate is March 29, 2006.


Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trust or its agent for registration of transfer,
exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


 


	
WMALT Series 2006-3

	
Portion of the Class 2-A Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$90,490,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class 2-A Certificate Interest Rate:

	
6.500%

	
 


	
Cut-Off Date:

	
March 1, 2006

	
 


	
First Distribution Date:

	
April 25, 2006

	
 


	
Last Scheduled Distribution Date:

	
March 25, 2036

	
 


	
Class 2-A Principal Balance as of the Cut-Off Date:

	
$90,490,000.00

	
 





 


 


	
Cede & Co.


	
Registered Owner





 






 


	
 

	
Exhibit A


	
 

	
CUSIP 93934F NM 0





 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class 3-CB-1







 


Evidencing a beneficial interest in a pool of assets consisting of beneficial interests in another pool of assets consisting of, among other things, conventional
one- to four-family mortgage loans formed by


 


	
WaMu ASSET ACCEPTANCE CORP.





 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue date of this Certificate is March 29, 2006.


Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trust or its agent for registration of transfer,
exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


 


	
WMALT Series 2006-3

	
Portion of the Class 3-CB-1 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$10,696,600.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class 3-CB-1 Certificate Interest Rate:

	
6.000%

	
 


	
Cut-Off Date:

	
March 1, 2006

	
 


	
First Distribution Date:

	
April 25, 2006

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2036

	
 


	
Class 3-CB-1 Principal Balance as of the Cut-Off Date:

	
$10,696,600.00

	
 





 


 


	
Cede & Co.


	
Registered Owner





 






 


	
 

	
Exhibit A


	
 

	
CUSIP 93934F NN 8





 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class 3-CB-2







 


Evidencing a beneficial interest in a pool of assets consisting of beneficial interests in another pool of assets consisting of, among other things, conventional
one- to four-family mortgage loans formed by


 


	
WaMu ASSET ACCEPTANCE CORP.





 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue date of this Certificate is March 29, 2006.


Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trust or its agent for registration of transfer,
exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


 


	
WMALT Series 2006-3

	
Portion of the Class 3-CB-2 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$38,602,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class 3-CB-2 Certificate Interest Rate:

	
6.000%

	
 


	
Cut-Off Date:

	
March 1, 2006

	
 


	
First Distribution Date:

	
April 25, 2006

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2036

	
 


	
Class 3-CB-2 Principal Balance as of the Cut-Off Date:

	
$38,602,000.00

	
 





 


 


	
Cede & Co.


	
Registered Owner





 






 


	
 

	
Exhibit A


	
 

	
CUSIP 93934F NP 3





 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class 3-CB-3







 


Evidencing a beneficial interest in a pool of assets consisting of beneficial interests in another pool of assets consisting of, among other things, conventional
one- to four-family mortgage loans formed by


 


	
WaMu ASSET ACCEPTANCE CORP.





 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue date of this Certificate is March 29, 2006.


Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trust or its agent for registration of transfer,
exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


The Class 3-CB-3 Certificates will provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2006-3

	
Portion of the Class 3-CB-3 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$2,757,800.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class 3-CB-3 Certificate Interest Rate:

	
6.000%

	
 


	
Cut-Off Date:

	
March 1, 2006

	
 


	
First Distribution Date:

	
April 25, 2006

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2036

	
 


	
Class 3-CB-3 Principal Balance as of the Cut-Off Date:

	
$2,757,800.00

	
 





 


 


	
Cede & Co.


	
Registered Owner





 






 


	
 

	
Exhibit A


	
 

	
CUSIP 93934F NQ 1





 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class 3-CB-4







 


Evidencing a beneficial interest in a pool of assets consisting of beneficial interests in another pool of assets consisting of, among other things, conventional
one- to four-family mortgage loans formed by


 


	
WaMu ASSET ACCEPTANCE CORP.





 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue date of this Certificate is March 29, 2006.


Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trust or its agent for registration of transfer,
exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


 


	
WMALT Series 2006-3

	
Portion of the Class 3-CB-4 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$38,178,300.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class 3-CB-4 Certificate Interest Rate:

	
6.000%

	
 


	
Cut-Off Date:

	
March 1, 2006

	
 


	
First Distribution Date:

	
April 25, 2006

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2036

	
 


	
Class 3-CB-4 Principal Balance as of the Cut-Off Date:

	
$38,178,300.00

	
 





 


 


	
Cede & Co.


	
Registered Owner





 






 


	
 

	
Exhibit A


	
 

	
CUSIP 93934F NR 9





 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class 3-CB-5







 


Evidencing a beneficial interest in a pool of assets consisting of beneficial interests in another pool of assets consisting of, among other things, conventional
one- to four-family mortgage loans formed by


 


	
WaMu ASSET ACCEPTANCE CORP.





 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue date of this Certificate is March 29, 2006.


Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trust or its agent for registration of transfer,
exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


 


	
WMALT Series 2006-3

	
Portion of the Class 3-CB-5 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$5,986,700.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class 3-CB-5 Certificate Interest Rate:

	
6.000%

	
 


	
Cut-Off Date:

	
March 1, 2006

	
 


	
First Distribution Date:

	
April 25, 2006

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2036

	
 


	
Class 3-CB-5 Principal Balance as of the Cut-Off Date:

	
$5,986,700.00

	
 





 


 


	
Cede & Co.


	
Registered Owner





 






 


	
 

	
Exhibit A


	
 

	
CUSIP 93934F NS 7





 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class 3-CB-6







 


Evidencing a beneficial interest in a pool of assets consisting of beneficial interests in another pool of assets consisting of, among other things, conventional
one- to four-family mortgage loans formed by


 


	
WaMu ASSET ACCEPTANCE CORP.





 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue date of this Certificate is March 29, 2006.


Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trust or its agent for registration of transfer,
exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


The Class 3-CB-6 Certificates will provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2006-3

	
Portion of the Class 3-CB-6 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$416,800.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class 3-CB-6 Certificate Interest Rate:

	
6.000%

	
 


	
Cut-Off Date:

	
March 1, 2006

	
 


	
First Distribution Date:

	
April 25, 2006

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2036

	
 


	
Class 3-CB-6 Principal Balance as of the Cut-Off Date:

	
$416,800.00

	
 





 


 


	
Cede & Co.


	
Registered Owner





 






 


	
 

	
Exhibit A


	
 

	
CUSIP 93934F NT 5





 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class 4-CB







 


Evidencing a beneficial interest in a pool of assets consisting of beneficial interests in another pool of assets consisting of, among other things, conventional
one- to four-family mortgage loans formed by


 


	
WaMu ASSET ACCEPTANCE CORP.





 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue date of this Certificate is March 29, 2006.


Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trust or its agent for registration of transfer,
exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


 


	
WMALT Series 2006-3

	
Portion of the Class 4-CB Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$119,419,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class 4-CB Certificate Interest Rate:

	
6.500%

	
 


	
Cut-Off Date:

	
March 1, 2006

	
 


	
First Distribution Date:

	
April 25, 2006

	
 


	
Last Scheduled Distribution Date:

	
March 25, 2036

	
 


	
Class 4-CB Principal Balance as of the Cut-Off Date:

	
$119,419,000.00

	
 





 


 


	
Cede & Co.


	
Registered Owner





 






 


	
 

	
Exhibit A


	
 

	
CUSIP 93934F NU 2





 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class 5-A-1







 


Evidencing a beneficial interest in a pool of assets consisting of beneficial interests in another pool of assets consisting of, among other things, conventional
one- to four-family mortgage loans formed by


 


	
WaMu ASSET ACCEPTANCE CORP.





 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue date of this Certificate is March 29, 2006.


Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trust or its agent for registration of transfer,
exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


 


	
WMALT Series 2006-3

	
Portion of the Class 5-A-1 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$22,074,200.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class 5-A-1 Certificate Interest Rate:

	
6.000%

	
 


	
Cut-Off Date:

	
March 1, 2006

	
 


	
First Distribution Date:

	
April 25, 2006

	
 


	
Last Scheduled Distribution Date:

	
March 25, 2021

	
 


	
Class 5-A-1 Principal Balance as of the Cut-Off Date:

	
$22,074,200.00

	
 





 


 


	
Cede & Co.


	
Registered Owner





 






 


	
 

	
Exhibit A


	
 

	
CUSIP 93934F NV 0





 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class 5-A-2







 


Evidencing a beneficial interest in a pool of assets consisting of beneficial interests in another pool of assets consisting of, among other things, conventional
one- to four-family mortgage loans formed by


 


	
WaMu ASSET ACCEPTANCE CORP.





 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue date of this Certificate is March 29, 2006.


Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trust or its agent for registration of transfer,
exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


 


	
WMALT Series 2006-3

	
Portion of the Class 5-A-2 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$23,864,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class 5-A-2 Certificate Interest Rate:

	
5.500%

	
 


	
Cut-Off Date:

	
March 1, 2006

	
 


	
First Distribution Date:

	
April 25, 2006

	
 


	
Last Scheduled Distribution Date:

	
March 25, 2021

	
 


	
Class 5-A-2 Principal Balance as of the Cut-Off Date:

	
$23,864,000.00

	
 





 


 


	
Cede & Co.


	
Registered Owner





 






 


	
 

	
Exhibit A


	
 

	
CUSIP 93934F NW 8





 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class 5-A-3







 


Evidencing a beneficial interest in a pool of assets consisting of beneficial interests in another pool of assets consisting of, among other things, conventional
one- to four-family mortgage loans formed by


 


	
WaMu ASSET ACCEPTANCE CORP.





 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue date of this Certificate is March 29, 2006.


Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trust or its agent for registration of transfer,
exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


The Class 5-A-3 Certificates will provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2006-3

	
Portion of the Class 5-A-3 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$1,789,800.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class 5-A-3 Certificate Interest Rate:

	
6.000%

	
 


	
Cut-Off Date:

	
March 1, 2006

	
 


	
First Distribution Date:

	
April 25, 2006

	
 


	
Last Scheduled Distribution Date:

	
March 25, 2021

	
 


	
Class 5-A-3 Principal Balance as of the Cut-Off Date:

	
$1,789,800.00

	
 





 


 


	
Cede & Co.


	
Registered Owner





 







 


	

 

	
Exhibit A


	
 

	
CUSIP 93934F NX 6





 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class C-X







 


Evidencing a beneficial interest in a pool of assets consisting of beneficial interests in another pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed
by



	
WaMu ASSET ACCEPTANCE CORP.







 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue date of this Certificate is March 29, 2006.


Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trust or its agent for registration of transfer,
exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


 


	
WMALT Series 2006-3

	
Portion of the Class C-X Notional Amount as of the Cut-Off Date Evidenced by this Certificate:

	
$11,030,222.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class C-X Certificate Interest Rate:

	
6.500%, applied to the Class C-X Notional Amount

	
 


	
Cut-Off Date:

	
March 1, 2006

	
 


	
First Distribution Date:

	
April 25, 2006

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2036

	
 


	
Class C-X Principal Balance as of the Cut-Off Date:

	
$0.00

	
 


	
Class C-X Notional Amount as of the Cut-Off Date:

	
$11,030,222.00

	
 





 


 



	
Cede & Co.


	
Registered Owner







 


 






 


	

 

	
Exhibit A


	
 

	
CUSIP 93934F NY 4





 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class C-P







 


Evidencing a beneficial interest in a pool of assets consisting of beneficial interests in another pool of assets consisting of, among other things, conventional one- to four-family mortgage loans formed
by



	
WaMu ASSET ACCEPTANCE CORP.







 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue date of this Certificate is March 29, 2006.


Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trust or its agent for registration of transfer,
exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


 


	
WMALT Series 2006-3

	
Portion of the Class C-P Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$3,196,733.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class C-P Certificate Interest Rate:

	
0.00%

	
 


	
Cut-Off Date:

	
March 1, 2006

	
 


	
First Distribution Date:

	
April 25, 2006

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2036

	
 


	
Class C-P Principal Balance as of the Cut-Off Date:

	
$3,196,733.00

	
 





 


 



	
Cede & Co.


	
Registered Owner







 


 


 


 






 


	
 

	
Exhibit A


	
 

	
CUSIP 93934F NZ 1





 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class B-1







 


Evidencing a beneficial interest in a pool of assets consisting of beneficial interests in another pool of assets consisting of, among other things, conventional one- to four-family
mortgage loans formed by



	
WaMu ASSET ACCEPTANCE CORP.







 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”). The issue date of this Certificate is March 29, 2006.


Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trust or its agent for registration of transfer,
exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


NO TRANSFER OF THIS CLASS B-1 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(g) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE 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 THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS B-1 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO LONG
AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT 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 THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”), (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF FUNDS TO BE USED BY IT TO
ACQUIRE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN
SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”) OR (C) THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE RATING AGENCIES AT THE TIME OF SUCH TRANSFEREE’S
ACQUISITION OF THIS CERTIFICATE (OR INTEREST HEREIN); AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH,
THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) IS A COMPLYING INSURANCE COMPANY OR (III) ACQUIRED THIS CERTIFICATE AT A TIME WHEN THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE
RATING AGENCIES SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE TRUSTEE SHALL BE UNDER
ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(g) OF THE POOLING AGREEMENT SHALL INDEMNIFY
AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND EACH UNDERWRITER FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


The Class B-1 Certificates will be subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2006-3

	
Portion of the Class B-1 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$14,903,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class B-1 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2006

	
 


	
First Distribution Date:

	
April 25, 2006

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2036

	
 


	
Class B-1 Principal Balance as of the Cut-Off Date:

	
$14,903,000.00

	
 





 


 


	
Cede & Co.


	
Registered Owner









 


	
 

	
Exhibit A


	
 

	
CUSIP 93934F PA 4





 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class B-2







 


Evidencing a beneficial interest in a pool of assets consisting of beneficial interests in another pool of assets consisting of, among other things, conventional one- to four-family
mortgage loans formed by



	
WaMu ASSET ACCEPTANCE CORP.







 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”). The issue date of this Certificate is March 29, 2006.


Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trust or its agent for registration of transfer,
exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


NO TRANSFER OF THIS CLASS B-2 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(g) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE 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 THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS B-2 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO LONG
AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT 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 THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”), (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF FUNDS TO BE USED BY IT TO
ACQUIRE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN
SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”) OR (C) THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE RATING AGENCIES AT THE TIME OF SUCH TRANSFEREE’S
ACQUISITION OF THIS CERTIFICATE (OR INTEREST HEREIN); AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH,
THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) IS A COMPLYING INSURANCE COMPANY OR (III) ACQUIRED THIS CERTIFICATE AT A TIME WHEN THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE
RATING AGENCIES SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE TRUSTEE SHALL BE UNDER
ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(g) OF THE POOLING AGREEMENT SHALL INDEMNIFY
AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND EACH UNDERWRITER FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


The Class B-2 Certificates will be subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2006-3

	
Portion of the Class B-2 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$6,503,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class B-2 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2006

	
 


	
First Distribution Date:

	
April 25, 2006

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2036

	
 


	
Class B-2 Principal Balance as of the Cut-Off Date:

	
$6,503,000.00

	
 





 


 


	
Cede & Co.


	
Registered Owner









 


	
 

	
Exhibit A


	
 

	
CUSIP 93934F PB 2





 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class B-3







 


Evidencing a beneficial interest in a pool of assets consisting of beneficial interests in another pool of assets consisting of, among other things, conventional one- to four-family
mortgage loans formed by



	
WaMu ASSET ACCEPTANCE CORP.







 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”). The issue date of this Certificate is March 29, 2006.


Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trust or its agent for registration of transfer,
exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


NO TRANSFER OF THIS CLASS B-3 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(g) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE 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 THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF THIS CLASS B-3 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO LONG
AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:


1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH TRANSFEREE IS NOT 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 THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN INVESTOR”), (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF FUNDS TO BE USED BY IT TO
ACQUIRE OR HOLD THIS CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN
SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”) OR (C) THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE RATING AGENCIES AT THE TIME OF SUCH TRANSFEREE’S
ACQUISITION OF THIS CERTIFICATE (OR INTEREST HEREIN); AND


2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH,
THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) IS A COMPLYING INSURANCE COMPANY OR (III) ACQUIRED THIS CERTIFICATE AT A TIME WHEN THIS CERTIFICATE WAS RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE
RATING AGENCIES SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE TRUSTEE SHALL BE UNDER
ANY LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(g) OF THE POOLING AGREEMENT SHALL INDEMNIFY
AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND EACH UNDERWRITER FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.


The Class B-3 Certificates will be subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2006-3

	
Portion of the Class B-3 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$3,793,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class B-3 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2006

	
 


	
First Distribution Date:

	
April 25, 2006

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2036

	
 


	
Class B-3 Principal Balance as of the Cut-Off Date:

	
$3,793,000.00

	
 





 


 


	
Cede & Co.


	
Registered Owner









 


	
 

	
Exhibit A


	
 

	
CUSIP 93934F PD 8





 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class B-4







 


Evidencing a beneficial interest in a pool of assets consisting of beneficial interests in another pool of assets consisting of, among other things, conventional one- to four-family
mortgage loans formed by



	
WaMu ASSET ACCEPTANCE CORP.







 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”). The issue date of this Certificate is March 29, 2006.


NO TRANSFER OF THIS CLASS B-4 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(d) OF THE
POOLING AGREEMENT AND (II) IF SO INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE 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 THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE
SERVICER OR THE COMPANY.


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF REGISTRATION OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND EXCEPT IN ACCORDANCE WITH SECTION 5.01(e) OF THE POOLING AGREEMENT.


The Class B-4 Certificates will be subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2006-3

	
Portion of the Class B-4 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$3,522,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class B-4 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2006

	
 


	
First Distribution Date:

	
April 25, 2006

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2036

	
 


	
Class B-4 Principal Balance as of the Cut-Off Date:

	
$3,522,000.00

	
 





 


 


	
Hare & Co.


	
Registered Owner









 


	
 

	
Exhibit A


	
 

	
CUSIP 93934F PE 6





 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class B-5







 


Evidencing a beneficial interest in a pool of assets consisting of beneficial interests in another pool of assets consisting of, among other things, conventional one- to four-family
mortgage loans formed by



	
WaMu ASSET ACCEPTANCE CORP.







 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”). The issue date of this Certificate is March 29, 2006.


NO TRANSFER OF THIS CLASS B-5 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(d) OF THE
POOLING AGREEMENT AND (II) IF SO INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE 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 THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE
SERVICER OR THE COMPANY.


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF REGISTRATION OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND EXCEPT IN ACCORDANCE WITH SECTION 5.01(e) OF THE POOLING AGREEMENT.


The Class B-5 Certificates will be subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2006-3

	
Portion of the Class B-5 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$2,981,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class B-5 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2006

	
 


	
First Distribution Date:

	
April 25, 2006

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2036

	
 


	
Class B-5 Principal Balance as of the Cut-Off Date:

	
$2,981,000.00

	
 





 


 



	
Hare & Co.


	
Registered Owner











 


	
 

	
Exhibit A


	
 

	
CUSIP 93934F PF 3





 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class B-6







 


Evidencing a beneficial interest in a pool of assets consisting of beneficial interests in another pool of assets consisting of, among other things, conventional one- to four-family
mortgage loans formed by



	
WaMu ASSET ACCEPTANCE CORP.







 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-3 Trust. This Certificate represents ownership of a “regular interest” in a “real estate
mortgage investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”). The issue date of this Certificate is March 29, 2006.


NO TRANSFER OF THIS CLASS B-6 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(d) OF THE
POOLING AGREEMENT AND (II) IF SO INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE 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 THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE
SERVICER OR THE COMPANY.


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF REGISTRATION OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND EXCEPT IN ACCORDANCE WITH SECTION 5.01(e) OF THE POOLING AGREEMENT.


The Class B-6 Certificates will be subordinate in right of payment to and provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
WMALT Series 2006-3

	
Portion of the Class B-6 Principal Balance as of the Cut-Off Date Evidenced by this Certificate:

	
$2,167,904.21


	
 

	
 

	
 


	
 

	
 

	
 


	
Class B-6 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
March 1, 2006

	
 


	
First Distribution Date:

	
April 25, 2006

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2036

	
 


	
Class B-6 Principal Balance as of the Cut-Off Date:

	
$2,167,904.21

	
 





 


 



	
Hare & Co.


	
Registered Owner







 






 


	
 

	
Exhibit A


	
 

	
CUSIP 93934F PG 1





 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
Class PPP







 


Evidencing a beneficial interest in certain distributions with respect to a pool of conventional one- to four-family mortgage loans formed by


 



	
WaMu ASSET ACCEPTANCE CORP.







 


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-3 Trust. This Certificate represents certain rights specified in the Pooling Agreement. The issue date of
this Certificate is March 29, 2006.


NO TRANSFER OF THIS CLASS PPP CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(d) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE 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 THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
REGISTRATION OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND EXCEPT IN ACCORDANCE WITH SECTION 5.01(e) OF THE POOLING AGREEMENT.


	
WMALT Series 2006-3

	
Portion of the Class PPP Notional Amount evidenced by this Certificate:

	
$541,914,037.46


	
 

	
 

	
 


	
Class PPP Certificate Interest Rate:

	
6.000%, applied to the Class PPP Principal Balance

	
 


	
Cut-Off Date:

	
March 1, 2006

	
 


	
First Distribution Date:

	
April 25, 2006

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2036

	
 


	
Class PPP Notional Amount:

	
$541,914,037.46

	
 


	
Class PPP Principal Balance as of the Cut-Off Date:

	
$100.00

	
 


	
 

	
 

	
 





 



	
Hare & Co.

 Registered Owner







 









	
 

	
Exhibit B


	
 

	
CUSIP 93934F PC 0





 



	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class R







 


Evidencing a Percentage Interest in certain distributions with respect to a pool of conventional one- to four-family mortgage loans formed by



	
WaMu ASSET ACCEPTANCE CORP.







 


ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE COMPANY AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT EITHER (A)
THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) WHICH
IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A),
(B), OR (C) BEING HEREINAFTER REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR (D) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFER TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL
INCLUDE CERTAIN REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF
A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF A CLASS R CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.


IN THE CASE OF ANY CLASS R CERTIFICATE PRESENTED FOR REGISTRATION IN THE NAME OF ANY PERSON, THE TRUSTEE SHALL REQUIRE (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(d) OF THE POOLING
AGREEMENT AND (II) IF SO INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF A CLASS R CERTIFICATE ARE PERMISSIBLE
UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“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 THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL
SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


This Certificate is issued by Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-3 Trust. Solely for U.S. federal income tax purposes, this Certificate represents “residual
interests” in “real estate mortgage investment conduits,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.


 


	
WMALT Series 2006-3

	
Percentage Interest evidenced by this Class R Certificate in the distributions to be made with respect to the Class R Certificates:

	
__________%


	
 

	
 

	
 


	
Class R Certificate Interest Rate:

	
6.000%.  Additionally the Class R Certificates are entitled to Excess Liquidation Proceeds and the Residual Distribution Amount as defined in the Pooling Agreement.

	
 


	
Cut-Off Date:

	
March 1, 2006

	
 


	
First Distribution Date:

	
April 25, 2006

	
 


	
Last Scheduled Distribution Date:

	
April 25, 2036

	
 


	
Class R Principal Balance as of the Cut-Off Date:

	
$100.00

	
 





 


	
______________________________


	
Registered Owner


	
Certificate No. ______





 


This Certificate does not represent an obligation of or interest in WaMu Asset Acceptance Corp. or any of its affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed by any
agency or instrumentality of the United States.


This certifies that the above-named Registered Owner is the registered owner of certain interests in (i) a pool of assets (“REMIC I”) consisting of, among other things, conventional one- to
four-family mortgage loans (the “Mortgage Loans”), formed by WaMu Asset Acceptance Corp. (the “Company”), which term includes any successor entity under the Pooling Agreement referred to below and (ii) a pool of assets (“REMIC II”)
consisting of interests in REMIC I.  REMIC I and REMIC II were created pursuant to a Pooling and Servicing Agreement, dated as of the Cut-Off Date stated above (the “Pooling Agreement”), among the Company, the Servicer, LaSalle Bank National
Association, as Trustee (the “Trustee”), and Christiana Bank & Trust Company, as Delaware Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling Agreement. Nothing herein shall be deemed inconsistent with such meanings, and in the event of any conflict between the Pooling Agreement and the terms of this Certificate, the Pooling Agreement shall control. This
Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling Agreement, to which Pooling Agreement the Holder of this Certificate, by virtue of the acceptance hereof, assents and by which such Holder is bound.


Distributions will be made, pursuant to the Pooling Agreement, on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the “Distribution
Date”), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last
day) of the month immediately preceding the month of such distribution (the “Record Date”), to the extent of such Certificateholder's Percentage Interest represented by this Certificate in the portions (if any) then distributable on the Certificates of
this Class of (i) the REMIC I Available Distribution Amount for such Distribution Date, as specified in Section 4.01 of the Pooling Agreement and (ii) the REMIC II Available Distribution Amount for such Distribution Date, as specified in Section 4.04 of the Pooling
Agreement.


Distributions on this Certificate will be made by the Trustee by wire transfer or check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate to the Certificate Registrar.


Reference is hereby made to the further provisions of this Certificate set forth below, which further provisions shall for all purposes have the same effect as if set forth at this place.


Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling Agreement or be
valid for any purpose.






IN WITNESS WHEREOF, the Trust has caused this Certificate to be duly executed.


	
 

	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATES WMALT SERIES 2006-3 TRUST


 


	
 

	
By:

	
LASALLE BANK NATIONAL ASSOCIATION, as Trustee


 


	
 

	
 

	
 


 


By:  _____________________________________





 


 


 



	
(TRUSTEE'S CERTIFICATE OF AUTHENTICATION)







 


 


This is one of the Certificates referred to in the within-mentioned Pooling Agreement.


LASALLE BANK NATIONAL ASSOCIATION,


as Trustee


 


 


 


By: ___________________________________


 


Dated: _________________________________


 






 



	
WaMu ASSET ACCEPTANCE CORP.


	
 


	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE







 


 


This Certificate is one of a duly authorized issue of Certificates designated as Washington Mutual Mortgage Pass-Through Certificates of the Series and Class specified hereon (herein called the
“Certificates”) and representing certain interests in REMIC I and REMIC II.


The Certificates do not represent an obligation of, or an interest in, the Company or any of its affiliates and are not insured or guaranteed by any governmental agency. The Certificates are limited in right
of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Pooling Agreement. In the event funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Servicer
from the related recoveries on such Mortgage Loan or from amounts received with respect to other Mortgage Loans to the extent that such advance is not otherwise recoverable.


As provided in the Pooling Agreement, withdrawals from the Certificate Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement
to the Servicer of advances made, or certain expenses incurred, by it.


The Pooling Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under
the Pooling Agreement at any time by the Company, the Servicer and the Trustee with the consent of the Holders of the Certificates evidencing Percentage Interests aggregating not less than 66% of REMIC II. The Pooling Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the Certificates.


As provided in the Pooling Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or the office maintained by the Trustee in the City and State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form
satisfactory to the Trustee or any Authenticating Agent duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of Authorized Denominations evidencing the same Percentage Interest set forth
hereinabove will be issued to the designated transferee or transferees.


The Certificates are issuable only as registered Certificates without coupons in Authorized Denominations specified in the Pooling Agreement. As provided in the Pooling Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new Certificates of Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, as requested by the Holder surrendering the same.


A reasonable service charge may be made for any such registration of transfer or exchange, and the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.


The Company, the Servicer, the Trust, the Trustee, the Delaware Trustee and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Company, the Servicer, the Trust, the Trustee, the Delaware Trustee nor any agent thereof shall be affected by notice to the contrary.


The obligations created by the Pooling Agreement and the Trust created thereby shall terminate upon (i) the later of the final payment or other liquidation (including purchase by the Servicer) of the last
Mortgage Loan owned by the Trust or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, and (ii) the payment to Certificateholders of all amounts required to be paid to them pursuant to the Pooling Agreement.
The Pooling Agreement permits, but does not require, the Servicer to purchase from the Trust all Mortgage Loans at the time subject thereto and all property acquired by the Trust in respect of any Mortgage Loan upon payment to the Certificateholders of the amounts
specified in the Pooling Agreement. The exercise of such right will effect early retirement of the Certificates, the Servicer’s right to purchase being subject to the aggregate Principal Balance of the Mortgage Loans at the time of purchase being less than the
Clean-Up Call Percentage of the aggregate Principal Balance of the Mortgage Loans as of the Cut-Off Date.






 



	
ASSIGNMENT







 


 


FOR VALUE RECEIVED the undersigned hereby sell(s) and assign(s) and transfer(s) unto


____________________________________________________________________________________


____________________________________________________________________________________


(Please print or typewrite name and address, including postal zip code of assignee. Please insert social security or other identifying number of assignee.)


the within WaMu Mortgage Pass-Through Certificate and hereby irrevocably constitutes and appoints


____________________________________________________________________________________


 


Attorney to transfer said Certificate on the Certificate Register, with full power of substitution in the premises.


	

Dated:  _____________________

	

 

	

___________________________________________


	
 

	
 

	
Signature Guaranteed





 



___________________________________________________________________________________ 


NOTICE:   The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change
whatever.  This Certificate does not represent an obligation of or an interest in WaMu Asset Acceptance Corp. or any of its affiliates.  Neither this Certificate nor the underlying Mortgage Loans are guaranteed by any agency or instrumentality of the United
States.


 









	
Exhibit C





 



	
[Reserved]







 


 









	

Exhibit D-1





 


 



	
Mortgage Loan Schedule







 


 


Copies of the Mortgage Loan Schedule (which has been intentionally omitted from this filing) may be obtained from WaMu Asset Acceptance Corp. or LaSalle Bank National Association by contacting:


 


	

 

	
      in the case of WaMu Asset Acceptance Corp.,





 


	

 

	
        John Ganzer

         WaMu Asset Acceptance Corp.

          c/o Washington Mutual Mortgage Securities Corp.

         75 N. Fairway Drive,VHF2A01

         Vernon Hills, IL 60061

         Telephone:  (847) 549-3113

         Facsimile:     (847) 549-3680


 






 


	

 

	
      in the case of LaSalle Bank National Association,





 


	

 

	
        Stefanie Edwards

         LaSalle Bank National Association

         135 S. LaSalle Street, Suite 1625

         Chicago, IL  60603

         Telephone:  (312) 904-8975

         Facsimile:    (312) 904-2084





 


 








	

Exhibit D-2





 


 



	
Supplemental Mortgage Loan Schedule







 


 


Copies of the Supplemental Mortgage Loan Schedule (which has been intentionally omitted from this filing) may be obtained from WaMu Asset Acceptance Corp. or LaSalle Bank National Association by contacting:


 


	

 

	
      in the case of WaMu Asset Acceptance Corp.,





 


	

 

	
        John Ganzer

         WaMu Asset Acceptance Corp.

          c/o Washington Mutual Mortgage Securities Corp.

         75 N. Fairway Drive,VHF2A01

         Vernon Hills, IL 60061

         Telephone:  (847) 549-3113

         Facsimile:     (847) 549-3680


 






 


	

 

	
      in the case of LaSalle Bank National Association,





 


	

 

	
        Stefanie Edwards

         LaSalle Bank National Association

         135 S. LaSalle Street, Suite 1625

         Chicago, IL  60603

         Telephone:  (312) 904-8975

         Facsimile:    (312) 904-2084





 


 









	
Exhibit E





 


 



	
[Reserved]







 


 


 


 


	

 


	

 

	

 


	

 

	

 


	

 


	

 


	

 


	

 

	

 


	

 

	

 






 


 









	
Exhibit F





 



	
FORM OF TRANSFEROR CERTIFICATE FOR


JUNIOR SUBORDINATE CERTIFICATES







 


[Date]


 


Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-3 Trust


LaSalle Bank National Association, as Trustee


135 South LaSalle Street, Suite 1625


Chicago, Illinois, 60603


Attention: Global Securitization Trust Services


 


WaMu Asset Acceptance Corp.


1201 Third Avenue, WMT 1706A


Seattle, WA 98101


 


Re:      Purchase of WaMu Asset Acceptance Corp. Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-3, Class [   ]  (the
“Certificates”)


Ladies and Gentlemen:


In connection with our disposition of the above Certificates we certify that (a) we understand the Certificates have not been registered under the Securities Act of 1933, as amended (the “Act”)
and are being disposed by us in a transaction that is exempt from the registration requirements of the Act, and (b) we have not offered or sold any certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated
with any person with respect thereto, or taken any other action which would result in a violation of Section 5 of the Act.


	
 

	
Very truly yours,


 


[Name of Transferor]


 


 


 


By:  __________________________________



Authorized Officer





 









	
Exhibit G





 



	
FORM OF TRANSFEREE'S AGREEMENT FOR


JUNIOR SUBORDINATE CERTIFICATES







 


 


[Date]


Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-3 Trust


LaSalle Bank National Association, as Trustee


135 South LaSalle Street, Suite 1625


Chicago, Illinois, 60603


Attention: Global Securitization Trust Services


 


WaMu Asset Acceptance Corp.


1201 Third Avenue, WMT 1706A


Seattle, WA 98101


 


The undersigned (the “Purchaser”) proposes to purchase WaMu Asset Acceptance Corp. Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2006-3, Class [   ] (the
“Purchased Certificates”) in the principal amount of $______________. In doing so, the Purchaser hereby acknowledges and agrees as follows:


Section 1. Definitions. Each capitalized term used herein and not otherwise defined herein shall have the meaning ascribed to it in the Pooling and Servicing Agreement, dated as of March 1, 2006 (the
“Pooling Agreement”), by and among WaMu Asset Acceptance Corp. (“Washington Mutual”), Washington Mutual Bank (the “Servicer”), LaSalle Bank National Association, as trustee (the “Trustee”), and Christiana Bank &
Trust Company, as Delaware trustee, of the WaMu Asset Acceptance Corp. Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2006-3.


Section 2. Representations and Warranties of the Purchaser. In connection with the proposed transfer, the Purchaser represents and warrants to Washington Mutual, the Servicer, the Trustee and the
Trust that:


(a)        The Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction in which the Purchaser is organized, is
authorized to invest in the Purchased Certificates, and to enter into this Agreement, and duly executed and delivered this Agreement;


(b)        The Purchaser is acquiring the Purchased Certificates for its own account as principal and not with a view to the distribution thereof, in whole or in
part;


(c)        The Purchaser is an “accredited investor” as such term is defined in paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Section 501 of
Regulation D under the Securities Act of 1933, as amended (the “Act”), has knowledge of financial and business matters and is capable of evaluating the merits and risks of an investment in the Purchased Certificates; the Purchaser has sought such
accounting, legal and tax advice as it has considered necessary to make an informed investment decision; and the Purchaser is able to bear the economic risk of an investment in the Purchased Certificates and can afford a complete loss of such investment;


(d)        The Purchaser is not affiliated with the Trustee;


(e)        The Purchaser confirms that Washington Mutual has made available to the Purchaser the opportunity to ask questions of, and receive answers from Washington
Mutual concerning the trust created pursuant to the Pooling Agreement (the “Trust”), the purchase by the Purchaser of the Purchased Certificates and all matters relating thereto that Washington Mutual possesses or can acquire without unreasonable effort
or expense; and


(f)        If applicable, the Purchaser has complied, and will continue to comply, with the guidelines established by Thrift Bulletin 13a issued April 23, 1998, by
the Office of Regulatory Activities of the Federal Home Loan Bank System.


Section 3. Transfer of Purchased Certificates.


(a)        The Purchaser understands that the Purchased Certificates have not been registered under the Act, or any state securities laws and that no transfer may be
made unless the Purchased Certificates are registered under the Act and under applicable state law or unless an exemption from registration is available. The Purchaser further understands that neither Washington Mutual nor the Trust is under any obligation to
register the Purchased Certificates or make an exemption available. In the event that such a transfer is to be made within two years from the Closing Date without registration under the Act or applicable state securities laws, (i) the Trustee shall require, in order
to assure compliance with such laws, that the Certificateholder's prospective transferee each certify to Washington Mutual, the Trustee and the Trust as to the factual basis for the registration or qualification exemption relied upon, and (ii) the Trustee or
Washington Mutual may require an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act and state securities laws, which Opinion of Counsel shall not be an expense of the Trust, the Trustee or Washington Mutual. Any such
Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Trustee and Washington Mutual against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state
laws.


(b)        No transfer of a Purchased Certificate shall be made unless the transferee provides Washington Mutual and the Trustee with (i) a Transferee's Agreement,
substantially in the form of this Agreement, (ii) an affidavit substantially in the form of Exhibit N to the Pooling Agreement and (iii) if so indicated in such affidavit, a Benefit Plan Opinion (as defined in Section 1.01 of the Pooling Agreement).


(c)        The Purchaser acknowledges that its Purchased Certificates bear a legend setting forth the applicable restrictions on transfer.






IN WITNESS WHEREOF, the undersigned has caused this Agreement to be validly executed by its duly authorized representative as of the day and the year first above written.


	
 

	
[Purchaser]


 


 


 


By:  __________________________________


 


Its: ___________________________________


 





 


 









	
Exhibit H-1





 



	
FORM OF ADDITIONAL MATTER INCORPORATED INTO THE FORM OF THE CERTIFICATES (OTHER THAN THE CLASS R AND CLASS PPP CERTIFICATES)







 


 


This Certificate does not represent an obligation of or interest in WaMu Asset Acceptance Corp. or any of its affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed by any
agency or instrumentality of the United States.


This certifies that the above-named Registered Owner is the registered owner of certain interests in a pool of assets (“REMIC II”) consisting of interests in another pool of assets (“REMIC
I”) consisting of, among other things, conventional one- to four-family mortgage loans (the “Mortgage Loans”), formed by WaMu Asset Acceptance Corp. (the “Company”), which term includes any successor entity under the Pooling Agreement
referred to below. REMIC I and REMIC II were created pursuant to a Pooling and Servicing Agreement, dated as of the Cut-Off Date stated above (the “Pooling Agreement”), among the Company, the Servicer, LaSalle Bank National Association, as Trustee (the
“Trustee”), and Christiana Bank & Trust Company, as Delaware Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in
the Pooling Agreement. Nothing herein shall be deemed inconsistent with such meanings, and in the event of any conflict between the Pooling Agreement and the terms of this Certificate, the Pooling Agreement shall control. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Pooling Agreement, to which Pooling Agreement the Holder of this Certificate, by virtue of the acceptance hereof, assents and by which such Holder is bound.


Distributions will be made, pursuant to the Pooling Agreement, on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the “Distribution
Date”), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last
day) of the month immediately preceding the month of such distribution (the “Record Date”), to the extent of such Certificateholder's Percentage Interest represented by this Certificate in the portion of the REMIC II Available Distribution Amount for such
Distribution Date then distributable on the Certificates of this Class, as specified in Section 4.04 of the Pooling Agreement.


Distributions on this Certificate will be made by the Trustee by wire transfer or check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate to the Certificate Registrar.


Reference is hereby made to the further provisions of this Certificate set forth below, which further provisions shall for all purposes have the same effect as if set forth at this place.


Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling Agreement or be
valid for any purpose.






IN WITNESS WHEREOF, the Trust has caused this Certificate to be duly executed.


 


	
 

	
WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATES WMALT SERIES 2006-3 TRUST


 


	
 

	
By:

	
LASALLE BANK NATIONAL ASSOCIATION, as Trustee


 


	
 

	
 

	
 


 


By:  _____________________________________





 


 


 



	
(TRUSTEE'S CERTIFICATE OF AUTHENTICATION)







 


 


This is one of the Certificates referred to in the within-mentioned Pooling Agreement.


LASALLE BANK NATIONAL ASSOCIATION,


as Trustee


 


 


 


By: _____________________________________


 


Dated: ___________________________________


 






 



	
WaMu ASSET ACCEPTANCE CORP.


WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE







 


 


This Certificate is one of a duly authorized issue of Certificates designated as Washington Mutual Mortgage Pass-Through Certificates of the Series and Class specified hereon (herein called the
“Certificates”) and representing certain interests in REMIC II.


The Certificates do not represent an obligation of, or an interest in, the Company or any of its affiliates and are not insured or guaranteed by any governmental agency. The Certificates are limited in right
of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Pooling Agreement. In the event funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Servicer
from the related recoveries on such Mortgage Loan or from amounts received with respect to other Mortgage Loans to the extent that such advance is not otherwise recoverable.


As provided in the Pooling Agreement, withdrawals from the Certificate Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement
to the Servicer of advances made, or certain expenses incurred, by it.


The Pooling Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under
the Pooling Agreement at any time by the Company, the Servicer and the Trustee with the consent of the Holders of the Certificates evidencing Percentage Interests aggregating not less than 66% of REMIC II. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Pooling
Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.


As provided in the Pooling Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or the office maintained by the Trustee in the City and State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form
satisfactory to the Trustee or any Authenticating Agent duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of Authorized Denominations evidencing the same Percentage Interest set forth
hereinabove will be issued to the designated transferee or transferees.


[to be used only in the case of the Junior Subordinate Certificates:] [No transfer of a Certificate will be made unless such transfer is exempt from or is made in accordance with the registration
requirements of the Securities Act of 1933, as amended (the “Securities Act”) and any applicable state securities laws. In the event that a transfer is to be made without registration or qualification under applicable laws, (i) in the event such transfer
is made pursuant to Rule 144A under the Securities Act, the Company and the Trustee shall require the transferee to execute an investment letter in substantially the form attached as Exhibit L to the Pooling Agreement, which investment letter shall not be an expense
of the Company, the Servicer, the Trust, the Delaware Trustee or the Trustee and (ii) in the event that such a transfer is not made pursuant to Rule 144A under the Securities Act, the Trustee may require an Opinion of Counsel satisfactory to the Trustee that such
transfer may be made without such registration or qualification, which Opinion of Counsel shall not be an expense of the Company, the Servicer, the Trust, the Trustee or the Delaware Trustee. Neither the Company nor the Trust will register the Certificate under the
Securities Act, qualify the Certificate under any state securities law or provide registration rights to any purchaser. Any Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Trustee, the Delaware Trustee, the Company
and the Servicer against any liability that may result if the transfer is not made in accordance with the Pooling Agreement.]


The Certificates are issuable only as registered Certificates without coupons in Authorized Denominations specified in the Pooling Agreement. As provided in the Pooling Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new Certificates of Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, as requested by the Holder surrendering the same.


A reasonable service charge may be made for any such registration of transfer or exchange, and the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.


The Company, the Servicer, the Trust, the Trustee, the Delaware Trustee and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Company, the Servicer, the Trust, the Trustee, the Delaware Trustee nor any agent thereof shall be affected by notice to the contrary.


The obligations created by the Pooling Agreement and the Trust created thereby shall terminate upon (i) the later of the final payment or other liquidation (including purchase by the Servicer) of the last
Mortgage Loan owned by the Trust or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, and (ii) the payment to Certificateholders of all amounts required to be paid to them pursuant to the Pooling Agreement.
The Pooling Agreement permits, but does not require, the Servicer to purchase from the Trust all Mortgage Loans at the time subject thereto and all property acquired by the Trust in respect of any Mortgage Loan upon payment to the Certificateholders of the amounts
specified in the Pooling Agreement. The exercise of such right will effect early retirement of the Certificates, the Servicer’s right to purchase being subject to the aggregate Principal Balance of the Mortgage Loans at the time of purchase being less than the
Clean-Up Call Percentage of the aggregate Principal Balance of the Mortgage Loans as of the Cut-Off Date.






 



	
ASSIGNMENT







 


 


FOR VALUE RECEIVED the undersigned hereby sell(s) and assign(s) and transfer(s) unto


____________________________________________________________________________________ 


____________________________________________________________________________________


(Please print or typewrite name and address, including postal zip code of assignee. Please insert social security or other identifying number of assignee.)


the within WaMu Mortgage Pass-Through Certificate and hereby irrevocably constitutes and appoints


____________________________________________________________________________________


 


Attorney to transfer said Certificate on the Certificate Register, with full power of substitution in the premises.


	

Dated: ______________________

	

 

	

_________________________________________


	
 

	
 

	
Signature Guaranteed





____________________________________________________________________________________


NOTICE:   The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change
whatever.  This Certificate does not represent an obligation of or an interest in WaMu Asset Acceptance Corp. or any of its affiliates.  Neither this Certificate nor the underlying Mortgage Loans are guaranteed by any agency or instrumentality of the United
States.


 









	
 

	

Exhibit H-2






FORM OF ADDITIONAL MATTER INCORPORATED INTO



THE FORM OF THE CLASS PPP CERTIFICATES



 



This Certificate does not represent an obligation of or interest in WaMu Asset Acceptance Corp. or any of its affiliates. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed by any agency or instrumentality of the United States.



This certifies that the above-named Registered Owner is the registered owner of certain interests in a Trust, formed by WaMu Asset Acceptance Corp. (the
“Company”), which term includes any successor entity under the Pooling Agreement referred to below. The Trust was created pursuant to a Pooling and Servicing Agreement, dated as of the Cut-Off Date stated above (the “Pooling Agreement”), among
the Company, the Servicer, LaSalle Bank National Association, as Trustee (the “Trustee”), and Christiana Bank & Trust Company, as Delaware Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in the Pooling Agreement. Nothing herein shall be deemed inconsistent with such meanings, and in the event of any conflict between the Pooling Agreement and the terms of this Certificate,
the Pooling Agreement shall control. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling Agreement, to which Pooling Agreement the Holder of this Certificate, by virtue of the acceptance hereof, assents and by which
such Holder is bound.



Distributions will be made, pursuant to the Pooling Agreement, on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following
(the “Distribution Date”), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day
immediately preceding such last day) of the month immediately preceding the month of such distribution (the “Record Date”), to the extent of such Certificateholder's Percentage Interest represented by this Certificate in (a) the portion of the REMIC II
Available Distribution Amount for such Distribution Date then distributable on the Certificates of this Class and (b) the Assigned Prepayment Premiums for such Distribution Date, in each case, as specified in Section 4.04 of the Pooling Agreement.



Distributions on this Certificate will be made by the Trustee by wire transfer or check mailed to the address of the Person entitled thereto, as such name and address shall
appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate to the Certificate
Registrar.



Reference is hereby made to the further provisions of this Certificate set forth below, which further provisions shall for all purposes have the same effect as if set forth at
this place.


Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling Agreement or be
valid for any purpose.







IN WITNESS WHEREOF, the Trust has caused this Certificate to be duly executed.


	
 

	

WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATES, WMALT SERIES 2006-3 TRUST


	

 

	

 

	

 


	
 

	

By:

	

LASALLE BANK NATIONAL ASSOCIATION, as Trustee


	
 

	
 

	
 


	
 

	

By:

	

______________________________________





 



 (TRUSTEE'S CERTIFICATE OF AUTHENTICATION)



This is one of the Certificates referred to in the within-mentioned Pooling Agreement.


	

LASALLE BANK NATIONAL ASSOCIATION, as Trustee

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	

By:

	

______________________________________

	
 


	

Dated:

	

______________________________________

	
 





 






WaMu ASSET ACCEPTANCE CORP.



WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATE


This Certificate is one of a duly authorized issue of Certificates designated as Washington Mutual Mortgage Pass-Through Certificates of the Series and Class specified hereon (herein called the
“Certificates”) and representing certain interests in REMIC II, together with certain rights specified in the Pooling Agreement.


The Certificates do not represent an obligation of, or an interest in, the Company or any of its affiliates and are not insured or guaranteed by any governmental agency. The Certificates are limited in
right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Pooling Agreement.


As provided in the Pooling Agreement, withdrawals from the Certificate Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including
reimbursement to the Servicer of advances made, or certain expenses incurred, by it.


The Pooling Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders
under the Pooling Agreement at any time by the Company, the Servicer and the Trustee with the consent of the Holders of the Certificates evidencing Percentage Interests aggregating not less than 66% of REMIC II; provided, however, that any such amendment that
modifies the rights of the Class PPP Certificateholders to receive Assigned Prepayment Premiums shall require the consent of each Class PPP Certificateholder. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon
all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Pooling Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the Certificates.


As provided in the Pooling Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or the office maintained by the Trustee in the City and State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form
satisfactory to the Trustee or any Authenticating Agent duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of Authorized Denominations evidencing the same Percentage Interest set forth
hereinabove will be issued to the designated transferee or transferees.


No transfer of a Certificate will be made unless such transfer is exempt from or is made in accordance with the registration requirements of the Securities Act of 1933, as amended (the “Securities
Act”) and any applicable state securities laws. In the event that a transfer is to be made without registration or qualification under applicable laws, (i) in the event such transfer is made pursuant to Rule 144A under the Securities Act, the Company and the
Trustee shall require the transferee to execute an investment letter in substantially the form attached as Exhibit L to the Pooling Agreement, which investment letter shall not be an expense of the Company, the Servicer, the Trust, the Trustee or the Delaware Trustee
and (ii) in the event that such a transfer is not made pursuant to Rule 144A under the Securities Act, the Trustee may require an Opinion of Counsel satisfactory to the Trustee that such transfer may be made without such registration or qualification, which Opinion
of Counsel shall not be an expense of the Company, the Servicer, the Trust, the Trustee or the Delaware Trustee. Neither the Company nor the Trust will register the Certificate under the Securities Act, qualify the Certificate under any state securities law or
provide registration rights to any purchaser. Any Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Trustee, the Delaware Trustee, the Company and the Servicer against any liability that may result if the transfer is
not made in accordance with the Pooling Agreement.


The Certificates are issuable only as registered Certificates without coupons in Authorized Denominations specified in the Pooling Agreement. As provided in the Pooling Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new Certificates of Authorized Denominations of like Percentage Interest, as requested by the Holder surrendering the same.


A reasonable service charge may be made for any such registration of transfer or exchange, and the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.


The Company, the Servicer, the Trust, the Trustee, the Delaware Trustee and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Company, the Servicer, the Trust, the Trustee, the Delaware Trustee nor any agent thereof shall be affected by notice to the contrary.


The obligations created by the Pooling Agreement and the Trust created thereby shall terminate upon (i) the later of the final payment or other liquidation (including purchase by the Servicer) of the last
Mortgage Loan owned by the Trust or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, and (ii) the payment to Certificateholders of all amounts required to be paid to them pursuant to the Pooling Agreement.
The Pooling Agreement permits, but does not require, the Servicer to purchase from the Trust all Mortgage Loans at the time subject thereto and all property acquired by the Trust in respect of any Mortgage Loan upon payment to the Certificateholders of the amounts
specified in the Pooling Agreement. The exercise of such right will effect early retirement of the Certificates, the Servicer’s right to purchase being subject to the aggregate Principal Balance of the Mortgage Loans at the time of purchase being less than the
Clean-Up Call Percentage of the aggregate Principal Balance of the Mortgage Loans as of the Cut-Off Date.






ASSIGNMENT


	

FOR VALUE RECEIVED the undersigned hereby sell(s) and assign(s) and transfer(s) unto


	

                                                                                                                                                           
                                                                                                                                                           
                                                                                                                                   


	

                                                                                                                                                           
                                                                                                                                                           
                                                                                                                                                           


	

(Please print or typewrite name and address, including postal zip code of assignee. Please insert social security or other identifying number of assignee.)


	

the within WaMu Mortgage Pass-Through Certificate and hereby irrevocably constitutes and appoints


	

                                                                                                                                                           
                                                                                                                                                           
                                                                                   


	
Attorney to transfer said Certificate on the Certificate Register, with full power of substitution in the premises.





 


	
Dated:

	

                                               

	
                                                                                                               


 Signature Guaranteed





 


	

                                                                                                                                                           


	

NOTICE:  The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or
enlargement or any change whatever.  This Certificate does not represent an obligation of or an interest in Washington Mutual Mortgage Securities Corp. or any of its affiliates.  Neither this Certificate nor the underlying Mortgage Loans are guaranteed by
any agency or instrumentality of the United States.





 


 









	
Exhibit I





 


 



	
TRANSFEROR CERTIFICATE FOR CLASS R CERTIFICATES


	
 


	
 


	
[Date]







 


 


LaSalle Bank National Association, as Trustee


135 South LaSalle Street, Suite 1625


Chicago, Illinois, 60603


Attention: Global Securitization Trust Services


Re:      WaMu Asset Acceptance Corp. Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2006-3, Class R


Ladies and Gentlemen:


This letter is delivered to you in connection with the sale from
                                          (the
“Seller”) to           
                                    (the “Purchaser”) of
$____________________ initial Certificate Principal Balance of Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2006-3, Class R (the “Certificate”), pursuant to Section 5.01 of the Pooling and Servicing Agreement (the “Pooling
Agreement”), dated as of March 1, 2006 among WaMu Asset Acceptance Corp., as depositor (the "Company"), Washington Mutual Bank, as servicer (the “Servicer”), LaSalle Bank National Association, as trustee (the “Trustee”), and Christiana
Bank & Trust Company, as Delaware trustee. All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling Agreement. The Seller hereby certifies, represents and warrants to, and covenants with, the Company, the Servicer, the
Trustee and the Trust that:


1.         No purpose of the Seller relating to the sale of the Certificate by the Seller to the Purchaser is or will be to enable the Seller to impede the assessment
or collection of tax.


2.         The Seller understands that the Purchaser has delivered to the Trustee and the Company a transferee affidavit and agreement in the form attached to the
Pooling Agreement as Exhibit J. The Seller does not know or believe that any representation contained therein is false.


3.         The Seller has no actual knowledge that the proposed Transferee is not a Permitted Transferee.


4.         The Seller has no actual knowledge that the Purchaser would be unwilling or unable to pay taxes due on its share of the taxable income attributable to the
Certificates.


5.         The Seller has conducted a reasonable investigation of the financial condition of the Purchaser and, as a result of the investigation, found that the
Purchaser has historically paid its debts as they came due, and found no significant evidence to indicate that the Purchaser will not continue to pay its debts as they come due in the future.






6.         The Purchaser has represented to the Seller that, if the Certificates constitute a noneconomic residual interest, it (i) understands that as holder of a
noneconomic residual interest it may incur tax liabilities in excess of any cash flows generated by the interest, and (ii) intends to pay taxes associated with its holding of the Certificates as they become due.


	
 

	
Very truly yours,


 


[Seller]


 


 


 


By:  __________________________________


            Name: __________________________


            Title: ___________________________



 





 


 









	
Exhibit J





 


 



	
TRANSFEREE AFFIDAVIT AND AGREEMENT FOR CLASS R CERTIFICATES







 


 


	
STATE OF

	
_________________________

	
)

	
 


	
 

	
 

	
)

	
ss:


	
COUNTY OF

	
_________________________

	
)

	
 





 


 


[NAME OF OFFICER], being first duly sworn, deposes and says:


1.         That he is [Title of Officer] of [Name of Owner] (record or beneficial owner of the Class R Certificate (the “Owner”)), a [savings institution]
[corporation] duly organized and existing under the laws of [the State of                   ] [the United States], on behalf of which he makes this affidavit and
agreement.


2.         That the Owner (i) is not and will not be a “disqualified organization” as of [date of transfer] within the meaning of Section 860E(e)(5) of the
Internal Revenue Code of 1986, as amended (the “Code”) and will endeavor to remain other than a disqualified organization for so long as it retains its ownership interest in the Class R Certificates, and (ii) is acquiring the Class R Certificates for its
own account or for the account of another Owner from which it has received an affidavit and agreement in substantially the same form as this affidavit and agreement. (For this purpose, a disqualified organization” means the United States, any state or political
subdivision thereof, or any agency or instrumentality of any of the foregoing (other than an instrumentality all of the activities of which are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of whose board of directors is not
selected by any such governmental entity), or any foreign government or international organization, or any agency or instrumentality of such foreign government or organization, any rural electric or telephone cooperative, or any organization (other than certain
farmers' cooperatives) that is generally exempt from federal income tax unless such organization is subject to the tax on unrelated business taxable income).


3.         That the Owner is aware (i) of the tax that would be imposed on transfers of the Class R Certificates after March 31, 1988; (ii) that such tax would be on
the transferor, or, if such transfer is through an agent (which person includes a broker, nominee or middle-man) for a disqualified organization, on the agent; (iii) that the person otherwise liable for the tax shall be relieved of liability for the tax if the
transferee furnishes to such person an affidavit that the transferee is not a disqualified organization and, at the time of transfer, such person does not have actual knowledge that the affidavit is false; and (iv) that the Class R Certificates may be a
“noneconomic residual interest” within the meaning of Treasury regulations promulgated pursuant to the Code and that the transferor of a noneconomic residual interest will remain liable for any taxes due with respect to the income on such residual
interest, if a significant purpose of the transfer was to enable the transferor to impede the assessment or collection of tax.


4.         That the Owner is aware of the tax imposed on a “pass-through entity” holding the Class R Certificates if at any time during the taxable year of
the pass-through entity a disqualified organization is the record holder of an interest in such entity. (For this purpose, a “pass through entity” includes a regulated investment company, a real estate investment trust or common trust fund, a partnership,
trust or estate, and certain cooperatives.)


5.         That the Owner is aware that the Trustee will not register the Transfer of the Class R Certificates unless the transferee, or the transferees' agent,
delivers to it an affidavit and agreement, among other things, in substantially the same form as this affidavit and agreement. The Owner expressly agrees that it will not consummate any such transfer if it knows or believes that any of the representations contained
in such affidavit and agreement are false.


6.         That the Owner has reviewed the restrictions set forth on the face of the Class R Certificates and the provisions of Section 5.01 of the Pooling Agreement
under which the Class R Certificates were issued (in particular, clauses (iii)(A) and (iii)(B) of Section 5.01(c) which authorize the Trustee to deliver payments to a person other than the Owner and negotiate a mandatory sale by the Trustee in the event the Owner
holds such Certificates in violation of Section 5.01). The Owner expressly agrees to be bound by and to comply with such restrictions and provisions.


7.         That the Owner consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Class R Certificates will only be owned, directly or indirectly, by an Owner that is not a disqualified organization.


8.         The Owner's Taxpayer Identification Number is
                               .


9.         That no purpose of the Owner relating to the purchase of the Class R Certificates by the Owner is or will be to enable the transferor to impede the
assessment or collection of tax, and that in making this representation, the Owner warrants that the Owner is familiar with Treasury Regulation 1.860E-1(c) and with the preamble to the adoption of amendments to that regulation as of July 19, 2002, attached hereto as
Exhibit 1.


10.        That the Owner anticipates that it will, so long as it holds the Class R Certificates, have sufficient assets to pay any taxes owed by the holder of such
Certificates, and hereby represents to and for the benefit of the person from whom it acquired the Class R Certificates that the Owner intends to pay taxes associated with holding such Certificates as they become due, fully understanding that it may incur tax
liabilities in excess of any cash flows generated by the Class R Certificates. That the Owner has provided financial statements or other financial information requested by the transferor in connection with the transfer of the Class R Certificates to permit the
transferor to assess the financial capability of the Owner to pay such taxes.


11.        That the Owner has no present knowledge or expectation that it will be unable to pay any United States taxes owed by it so long as any of the Class R
Certificates remain outstanding.


12.        That the Owner has no present knowledge or expectation that it will become insolvent or subject to a bankruptcy proceeding for so long as any of the Class R
Certificates remain outstanding.


13.        That the Owner is familiar with Treasury Regulation 1.860E-1(c) and with the preamble to the adoption of amendments to that regulation as of July 19, 2002,
attached hereto as Exhibit 1, and that no purpose of the Owner relating to any sale of the Class R Certificates by the Owner will be to impede the assessment or collection of tax.


14.        The Owner is a citizen or resident of the United States, a corporation, partnership or other entity treated as a partnership or corporation for U.S. federal
income tax purposes created or organized in, or under the laws of, the United States or any state thereof or the District of Columbia, or an estate or trust whose income from sources without the United States is includible in gross income for United States federal
income tax purposes regardless of its connection with the conduct of a trade or business within the United States.


15.        The Owner hereby agrees that it will not cause income from the Class R Certificates to be attributable to a foreign permanent establishment or fixed base (within
the meaning of an applicable income tax treaty) of the Owner or another United States taxpayer.


16.        The Owner hereby agrees to cooperate with the Company and to take any action required of it by the Code or Treasury regulations thereunder (whether now or
hereafter promulgated) in order to create or maintain the REMIC status of REMIC I and REMIC II (the “REMICs”).


17.        The Owner hereby agrees that it will not take any action that could endanger the REMIC status of the REMICs or result in the imposition of tax on the REMICs
unless counsel for, or acceptable to, the Company has provided an opinion that such action will not result in the loss of such REMIC status or the imposition of such tax, as applicable.


18.        The Owner as transferee of the Class R Certificates has represented to the transferor that, if the Class R Certificates constitute a noneconomic residual
interest, the Owner (i) understands that as holder of a noneconomic residual interest it may incur tax liabilities in excess of any cash flows generated by the interest, and (ii) intends to pay taxes associated with its holding of the Class R Certificates as they
become due.


19.        That the Owner satisfies the condition in the paragraph marked below [mark one paragraph only]:


	

___

	

The Owner is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as
amended, or Section 4975 of the Internal Revenue Code of 1986, as amended (a “Plan”), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of, or purchasing the Class R
Certificates with “plan assets” of, any Plan within the meaning of the Department of Labor (“DOL”) regulation at 29 C.F.R. Section 2510.3-101.


	

___

	

The Owner has delivered a Benefit Plan Opinion (as defined in Section 1.01 of the Pooling Agreement under which the Class R Certificates were
issued).





 


IN WITNESS WHEREOF, the Owner has caused this instrument to be executed on its behalf, pursuant to the authority of its Board of Directors, by its [Title of Officer] and its corporate seal to be hereunto
attached, attested by its [Assistant] Secretary, this           day of          , 20     .


 


	
 

	
[Name of Owner]


 


 


By:  __________________________________



[Name of Officer]



[Title of Officer









 


	
[Corporate Seal]


 


ATTEST:


 


[Assistant Secretary]

	
 





 


 


Personally appeared before me the above-named [Name of Officer], known or proved to me to be the same person who executed the foregoing instrument and to be the [Title of Officer] of the Owner, and
Acknowledged to me that he executed the same as his free act and deed and the free act and deed of the Owner.


Subscribed and sworn before me this ___ day of __________________, 20__.


 


	
 

	
NOTARY PUBLIC


 


COUNTY OF ________________________________


STATE OF __________________________________


My commission expires the        day of                    ,
20      .


 





 


 









	
Exhibit 1 to Transferee Affidavit





 


 


DEPARTMENT OF THE TREASURY


Internal Revenue Service


26 CFR Parts 1 and 602


[TD 9004]


RIN 1545-AW98


 


Real Estate Mortgage Investment Conduits


 


AGENCY: Internal Revenue Service (IRS), Treasury.


 


ACTION: Final regulations.


 


-----------------------------------------------------------------------


 


	
SUMMARY:

	
This document contains final regulations relating to safe harbor transfers of noneconomic residual interests in real estate mortgage investment conduits (REMICs). The final regulations provide additional
limitations on the circumstances under which transferors may claim safe harbor treatment.


	
 

	
 


	
DATES:

	
Effective Date: These regulations are effective July 19, 2002.  Applicability Date: For dates of applicability, see Sec. 1.860E-(1)(c)(10).


	
 

	
 


	
FOR FURTHER INFORMATION CONTACT:

	
Courtney Shepardson at (202) 622-3940


(not a toll-free number).


			




 



SUPPLEMENTARY INFORMATION:



 



Paperwork Reduction Act



 


The collection of information in this final rule has been reviewed and, pending receipt and evaluation of public comments, approved by the Office of Management and Budget (OMB) under 44 U.S.C. 3507 and
assigned control number 1545-1675.  The collection of information in this regulation is in Sec. 1.860E-1(c)(5)(ii). This information is required to enable the IRS to verify that a taxpayer is complying with the conditions of this regulation. The collection of
information is mandatory and is required. Otherwise, the taxpayer will not receive the benefit of safe harbor treatment as provided in the regulation. The likely respondents are businesses and other for-profit institutions.


Comments on the collection of information should be sent to the Office of Management and Budget, Attn: Desk Officer for the Department of the Treasury, Office of Information and Regulatory Affairs,
Washington, DC, 20503, with copies to the Internal Revenue Service, Attn: IRS Reports Clearance Officer, W:CAR:MP:FP:S, Washington, DC 20224. Comments on the collection of information should be received by September 17, 2002. Comments are specifically requested
concerning:  


Whether the collection of information is necessary for the proper performance of the functions of the Internal Revenue Service, including whether the information will have practical
utility; 


The accuracy of the estimated burden associated with the collection of information (see below);


How the quality, utility, and clarity of the information to be collected may be enhanced;


How the burden of complying with the collection of information may be minimized, including through the application of automated collection techniques or other forms of information technology;
and


Estimates of capital or start-up costs and costs of operation, maintenance, and purchase of service to provide information.


An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a valid control number assigned by the Office of Management and
Budget.


The estimated total annual reporting burden is 470 hours, based on an estimated number of respondents of 470 and an estimated average annual burden hours per respondent of one hour.


Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any internal revenue law. Generally, tax returns and tax
return information are confidential, as required by 26 U.S.C. 6103.


Background


This document contains final regulations regarding the proposed amendments to 26 CFR part 1 under section 860E of the Internal Revenue Code (Code). The regulations provide the circumstances under which a
transferor of a noneconomic REMIC residual interest meeting the investigation and representation requirements may avail itself of the safe harbor by satisfying either the formula test or the asset test.


Final regulations governing REMICs, issued in 1992, contain rules governing the transfer of noneconomic REMIC residual interests. In general, a transfer of a noneconomic residual interest is disregarded for
all tax purposes if a significant purpose of the transfer is to enable the transferor to impede the assessment or collection of tax. A purpose to impede the assessment or collection of tax (a wrongful purpose) exists if the transferor, at the time of the transfer,
either knew or should have known that the transferee would be unwilling or unable to pay taxes due on its share of the REMIC's taxable income.


Under a safe harbor, the transferor of a REMIC noneconomic residual interest is presumed not to have a wrongful purpose if two requirements are satisfied: (1) the transferor conducts a reasonable
investigation of the transferee's financial condition (the investigation requirement); and (2) the transferor secures a representation from the transferee to the effect that the transferee understands the tax obligations associated with holding a residual interest
and intends to pay those taxes (the representation requirement).


The IRS and Treasury have been concerned that some transferors of noneconomic residual interests claim they satisfy the safe harbor even in situations where the economics of the transfer clearly indicate the
transferee is unwilling or unable to pay the tax associated with holding the interest. For this reason, on February 7, 2000, the IRS published in the Federal Register (65 FR 5807) a notice of proposed rulemaking (REG-100276-97; REG-122450-98) designed to clarify the
safe harbor by adding the ``formula test,'' an economic test. The proposed regulation provides that the safe harbor is unavailable unless the present value of the anticipated tax liabilities associated with holding the residual interest does not exceed the sum of:
(1) The present value of any consideration given to the transferee to acquire the interest; (2) the present value of the expected future distributions on the interest; and (3) the present value of the anticipated tax savings associated with holding the interest as
the REMIC generates losses.


The notice of proposed rulemaking also contained rules for FASITs. Section 1.860H-6(g) of the proposed regulations provides requirements for transfers of FASIT ownership interests and adopts a safe harbor by
reference to the safe harbor provisions of the REMIC regulations.   


In January 2001, the IRS published Rev. Proc. 2001-12 (2001-3 I.R.B. 335) to set forth an alternative safe harbor that taxpayers could use while the IRS and the Treasury considered comments on the proposed
regulations. Under the alternative safe harbor, if a transferor meets the investigation requirement and the representation requirement but the transfer fails to meet the formula test, the transferor may invoke the safe harbor if the transferee meets a two-prong test
(the asset test). A transferee generally meets the first prong of this test if, at the time of the transfer, and in each of the two years preceding the year of transfer, the transferee's gross assets exceed $100 million and its net assets exceed $10 million. A
transferee generally meets the second prong of this test if it is a domestic, taxable corporation and agrees in writing not to transfer the interest to any person other than another domestic, taxable corporation that also satisfies the requirements of the asset test.
A transferor cannot rely on the asset test if the transferor knows, or has reason to know, that the transferee will not comply with its written agreement to limit the restrictions on subsequent transfers of the residual interest.


Rev. Proc. 2001-12 provides that the asset test fails to be satisfied in the case of a transfer or assignment of a noneconomic residual interest to a foreign branch of an otherwise eligible transferee. If
such a transfer or assignment were permitted, a corporate taxpayer might seek to claim that the provisions of an applicable income tax treaty would resource excess inclusion income as foreign source income, and that, as a consequence, any U.S. tax liability
attributable to the excess inclusion income could be offset by foreign tax credits. Such a claim would impede the assessment or collection of U.S. tax on excess inclusion income, contrary to the congressional purpose of assuring that such income will be taxable in
all events. See, e.g., sections 860E(a)(1), (b), (e) and 860G(b) of the Code.


The Treasury and the IRS have learned that certain taxpayers transferring noneconomic residual interests to foreign branches have attempted to rely on the formula test to obtain safe harbor treatment in an
effort to impede the assessment or collection of U.S. tax on excess inclusion income. Accordingly, the final regulations provide that if a noneconomic residual interest is transferred to a foreign permanent establishment or fixed base of a U.S. taxpayer, the transfer
is not eligible for safe harbor treatment under either the asset test or the formula test. The final regulations also require a transferee to represent that it will not cause income from the noneconomic residual interest to be attributable to a foreign permanent
establishment or fixed base.


Section 1.860E-1(c)(8) provides computational rules that a taxpayer may use to qualify for safe harbor status under the formula test. Section 1.860E-1(c)(8)(i) provides that the transferee is presumed to pay
tax at a rate equal to the highest rate of tax specified in section 11(b). Some commentators were concerned that this presumed rate of taxation was too high because it does not take into consideration taxpayers subject to the alternative minimum tax rate. In light of
the comments received, this provision has been amended in the final regulations to allow certain transferees that compute their taxable income using the alternative minimum tax rate to use the alternative minimum tax rate applicable to corporations.


Additionally, Sec. 1.860E-1(c)(8)(iii) provides that the present values in the formula test are to be computed using a discount rate equal to the applicable Federal short-term rate prescribed by section
1274(d). This is a change from the proposed regulation and Rev. Proc. 2001-12. In those publications the provision stated that “present values are computed using a discount rate equal to the applicable Federal rate prescribed in section 1274(d) compounded
semiannually” and that “[a] lower discount rate may be used if the transferee can demonstrate that it regularly borrows, in the course of its trade or business, substantial funds at such lower rate from an unrelated third party.”  The IRS and
the Treasury Department have learned that, based on this provision, certain taxpayers have been attempting to use unrealistically low or zero interest rates to satisfy the formula test, frustrating the intent of the test. Furthermore, the Treasury Department and the
IRS believe that a rule allowing for a rate other than a rate based on an objective index would add unnecessary complexity to the safe harbor. As a result, the rule in the proposed regulations that permits a transferee to use a lower discount rate, if the transferee
can demonstrate that it regularly borrows substantial funds at such lower rate, is not included in the final regulations; and the Federal short-term rate has been substituted for the applicable Federal rate. To simplify taxpayers' computations, the final regulations
allow use of any of the published short-term rates, provided that the present values are computed with a corresponding period of compounding. With the exception of the provisions relating to transfers to foreign branches, these changes generally have the proposed
applicability date of February 4, 2000, but taxpayers may choose to apply the interest rate formula set forth in the proposed regulation and Rev. Proc. 2001-12 for transfers occurring before August 19, 2002.


It is anticipated that when final regulations are adopted with respect to FASITs, Sec. 1.860H-6(g) of the proposed regulations will be adopted in substantially its present form, with the result that the
final regulations contained in this document will also govern transfers of FASIT ownership interests with substantially the same applicability date as is contained in this document.


Effect on Other Documents


Rev. Proc. 2001-12 (2001-3 I.R.B. 335) is obsolete for transfers of noneconomic residual interests in REMICs occurring on or after August 19, 2002.


Special Analyses


It is hereby certified that these regulations will not have a significant economic impact on a substantial number of small entities. This certification is based on the fact that it is unlikely that a
substantial number of small entities will hold REMIC residual interests. Therefore, a Regulatory Flexibility Analysis under the Regulatory Flexibility Act (5 U.S.C. chapter 6) is not required. It has been determined that this Treasury decision is not a significant
regulatory action as defined in Executive Order 12866. Therefore, a regulatory assessment is not required. It also has been determined that sections 553(b) and 553(d) of the Administrative Procedure Act (5 U.S.C. chapter 5) do not apply to these
regulations.


Drafting Information


The principal author of these regulations is Courtney Shepardson. However, other personnel from the IRS and Treasury Department participated in their development.


List of Subjects


26 CFR Part 1


Income taxes, Reporting and record keeping requirements.


26 CFR Part 602


Reporting and record keeping requirements.


Adoption of Amendments to the Regulations


Accordingly, 26 CFR parts 1 and 602 are amended as follows:


PART 1--INCOME TAXES


Paragraph 1. The authority citation for part 1 continues to read in part as follows:


    Authority: 26 U.S.C. 7805 * * *


 









	
Exhibit K





 


 


[Reserved]


 


 


 



 


 









	
Exhibit L





 


 



	
[FORM OF RULE 144A INVESTMENT REPRESENTATION]


	
 


	
Description of Rule 144A Securities, including numbers:







 



	
___________________________________


	
___________________________________


	
___________________________________


	
___________________________________







 


 


The undersigned  seller, as registered holder (the “Seller”), intends to transfer the Rule 144A Securities described above to the undersigned buyer (the “Buyer”).


1.         In connection with such transfer and in accordance with the agreements pursuant to which the Rule 144A Securities were issued, the Seller hereby certifies
the following facts: Neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy
or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities under the
Securities Act of 1933, as amended (the “1933 Act”), or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, and that the Seller has not offered the Rule 144A
Securities to any person other than the Buyer or another “qualified institutional buyer” as defined in Rule 144A under the 1933 Act.


2.         The Buyer warrants and represents to, and covenants with, the Seller, the Trustee, the Trust and the Servicer (as defined in Section 1.01 of the Pooling and
Servicing Agreement (the “Agreement”) dated as of March 1, 2006 among WaMu Asset Acceptance Corp., as Depositor, Washington Mutual Bank, as Servicer, LaSalle Bank National Association, as Trustee, and Christiana Bank & Trust Company, as Delaware
Trustee) pursuant to Section 5.01(f) of the Agreement, as follows:


a.         The Buyer understands that the Rule 144A Securities have not been registered under the 1933 Act or the securities laws of any state.


b.         The Buyer considers itself a substantial, sophisticated institutional investor having such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of investment in the Rule 144A Securities.


c.         The Buyer has received and reviewed the Private Placement Memorandum dated March 29, 2006 relating to the Rule 144A Securities and has been
furnished with all information regarding the Rule 144A Securities that it has requested from the Seller, the Trustee, the Company or the Servicer.


d.         Neither the Buyer nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any
interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security from, or
otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities under the 1933 Act or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto,
nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Rule 144A Securities.


e.         The Buyer is a “qualified institutional buyer” as that term is defined in Rule 144A under the 1933 Act and has (1) completed either of
the forms of certification to that effect attached hereto as Annex 1 or Annex 2, or (2) obtained the waiver of the Company with respect to Annex 1 and Annex 2 pursuant to Section 5.01(f) of the Agreement. The Buyer is aware that the sale to it is being made
in reliance on Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own account or the accounts of other qualified institutional buyers, understands that such Rule 144A Securities may be resold, pledged or transferred only (i) to a person reasonably
believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another
exemption from registration under the 1933 Act.


f.          The Buyer is not affiliated with (i) the Trustee or (ii) any Rating Agency that rated the Rule 144A Securities.


g.         If applicable, the Buyer has complied, and will continue to comply, with the guidelines established by Thrift Bulletin 13a issued April 23, 1998, by
the Office of Regulatory Activities of the Federal Home Loan Bank System.


3.         This document may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed,
shall be deemed to be an original; such counterparts, together, shall constitute one and the same document.


IN WITNESS WHEREOF, each of the parties has executed this document as of the date set forth below.


 


	
___________________________________

	
 

	
___________________________________


	
Print Name of Seller

	
 

	
Print Name of Buyer


	
 

	
 

	
 


	
By:

	
______________________________

	
 

	
By:

	
______________________________


	
 

	
Name:

	
 

	
 

	
Name:


	
 

	
Title:

	
 

	
 

	
Title:


	
 

	
 

	
 


	
Taxpayer Identification Number:

	
 

	
Taxpayer Identification Number:


	
___________________________________

	
 

	
___________________________________


	
Date:

	
___________________________

	
 

	
Date:

	
___________________________


							



 









	
Annex 1 to Exhibit L





 



	
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


	
 


	
[For Buyers Other Than Registered Investment Companies]







 


The undersigned hereby certifies as follows in connection with the Rule 144A Investment Representation to which this Certification is attached:


1.         As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or other executive officer of the Buyer.


2.         In connection with purchases by the Buyer, the Buyer is a “qualified institutional buyer” as that term is defined in Rule 144A under the
Securities Act of 1933 (“Rule 144A”) because (i) the Buyer owned and/or invested on a discretionary basis $______________________ (the Buyer must own and/or invest on a discretionary basis at least $100,000,000 in securities unless the Buyer is a
dealer, and, in that case, the Buyer must own and/or invest on a discretionary basis at least $10,000,000 in securities) in securities (except for the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount being
calculated in accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the category marked below.


	

___

	

Corporation, etc. The Buyer is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar
business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code.


	

___

	

Bank. The Buyer (a) is a national bank or banking institution organized under the laws of any State, territory or the District of Columbia, the
business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its
latest annual financial statements, a copy of which is attached hereto.


	

___

	

Savings and Loan. The Buyer (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar
institution, which is supervised and examined by a State or Federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated
in its latest annual financial statements.


	

___

	

Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.


	

___

	

Insurance Company. The Buyer is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of
risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State or territory or the District of Columbia.


	

___

	

State or Local Plan. The Buyer is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the
State or its political subdivisions, for the benefit of its employees.


	

___

	

ERISA Plan. The Buyer is an employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”) and is subject to the fiduciary responsibility provisions of ERISA.


	

___

	

Investment Adviser. The Buyer is an investment adviser registered under the Investment Advisers Act of 1940.


	

___

	

SBIC. The Buyer is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small
Business Investment Act of 1958.


	

___

	

Business Development Company. The Buyer is a business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.


	

___

	

Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust company and whose participants are exclusively (a) plans established and
maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees, or (b) employee benefit plans within the meaning of Title I of the Employee Retirement Income Security
Act of 1974, but is not a trust fund that includes as participants individual retirement accounts or H.R. 10 plans.





3.         The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Buyer,
(ii) securities that are part of an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned
but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps.


4.         For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Buyer, the Buyer used the cost of such
securities to the Buyer and did not include any of the securities referred to in the preceding paragraph. Further, in determining such aggregate amount, the Buyer may have included securities owned by subsidiaries of the  Buyer,  but only if such
subsidiaries are consolidated with the Buyer in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Buyer's direction. However, such securities were not
included if the Buyer is a majority-owned, consolidated subsidiary of another enterprise and the Buyer is not itself a reporting company under the Securities Exchange Act of 1934.


5.         The Buyer acknowledges that it is familiar with Rule 144A and understands that the seller to it and other parties related to the Certificates are relying
and will continue to rely on the statements made herein because one or more sales to the Buyer may be in reliance on Rule 144A.



	

_____

	

 

	

_____

	
 

	
Will the Buyer be purchasing the Rule 144A Securities for the Buyer’s own account?


	

Yes

	

No







 


6.         If the answer to the foregoing question is “no”, the Buyer agrees that, in connection with any purchase of securities sold to the Buyer for the
account of a third party (including any separate account) in reliance on Rule 144A, the Buyer will only purchase for the account of a third party that at the time is a “qualified institutional buyer” within the meaning of Rule 144A. In addition,
the Buyer agrees that the Buyer will not purchase securities for a third party unless the Buyer has obtained a current representation letter from such third party or taken other appropriate steps contemplated by Rule 144A to conclude that such third party
independently meets the definition of “qualified institutional buyer” set forth in Rule 144A.


7.         The Buyer will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is
given, the Buyer's purchase of Rule 144A Securities will constitute a reaffirmation of this certification as of the date of such purchase.


 


 


	

 

	
 

	

___________________________________


	

 

	
 

	

Print Name of Buyer


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
______________________________


	
 

	
 

	
 

	
 

	
Name:


	
 

	
 

	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
 

	
 

	
Date:

	
____________________________


	
 

	
 

	
 

	
 

	
 


							



 









	
Annex 2 to Exhibit L





 


 



	
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


	
 


	
[For Buyers That Are Registered Investment Companies]







 


The undersigned hereby certifies as follows in connection with the Rule 144A Investment Representation to which this Certification is attached:


1.         As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a “qualified
institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933 (“Rule 144A”) because Buyer is part of a Family of Investment Companies (as defined below), is such an officer of the Adviser.


2.         In connection with purchases by Buyer, the Buyer is a “qualified institutional buyer” as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii) as marked below, the Buyer alone, or the Buyer's Family of Investment Companies, owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of
the end of the Buyer's most recent fiscal year. For purposes of determining the amount of securities owned by the Buyer or the Buyer's Family of Investment Companies, the cost of such securities was used.


	

____

	

The Buyer owned $___________________ in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such
amount being calculated in accordance with Rule 144A).


	

____

	

The Buyer is part of a Family of Investment Companies which owned in the aggregate $______________ in securities (other than the excluded securities referred to
below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A).





3.         The term “Family of Investment Companies” as used herein means two or more registered investment companies (or series thereof) that have
the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other).


4.         The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency, interest rate and commodity
swaps.


5.         The Buyer is familiar with Rule 144A and understands that each of the parties to which this certification is made are relying and will continue to rely on
the statements made herein because one or more sales to the Buyer will be in reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer's own account.


6.         The undersigned will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such
notice, the Buyer's purchase of Rule 144A Securities will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase.


 


 


	

 

	
 

	

___________________________________


	

 

	
 

	

Print Name of Buyer


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
______________________________


	
 

	
 

	
 

	
 

	
Name:


	
 

	
 

	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
 

	
 

	
Date:

	
____________________________


	
 

	
 

	
 

	
 

	
 


							



 


 


	
IF AN ADVISER:

	
 

	

___________________________________


	

 

	
 

	

Print Name of Buyer


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
______________________________


	
 

	
 

	
 

	
 

	
Name:


	
 

	
 

	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
 

	
 

	
Date:

	
____________________________


	
 

	
 

	
 

	
 

	
 


							



 


 


 


 


(SEAL)


 









	
Exhibit M





 


 



	
[Date]







 


 


[Company]


Re:       Pooling and Servicing Agreement dated as of March 1, 2006 by and among WaMu Asset Acceptance Corp., as Depositor, Washington Mutual Bank, as Servicer, LaSalle Bank
National Association, as Trustee, and Christiana Bank & Trust Company, as Delaware Trustee, relating to WaMu Asset Acceptance Corp. Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2006-3


Ladies and Gentlemen:


In accordance with Section 2.07 of the above-captioned Pooling and Servicing Agreement, the undersigned, as [Trustee] [Custodian] [Initial Custodian], hereby certifies that, except as noted on the attachment
hereto, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attachment hereto) it has reviewed the documents delivered to it pursuant to Section 2.05 of the Pooling and Servicing Agreement and has
determined that (i) all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by it to be required) pursuant to the definition of “Mortgage File” and
Section 2.05 of the Pooling and Servicing Agreement to have been executed and received as of the date hereof are in its possession and (ii) all such documents have been executed and relate to the Mortgage Loans identified in the Mortgage Loan Schedule. The [Trustee]
[Custodian] [Initial Custodian] has made no independent examination of such documents beyond the review specifically required in the above referenced Pooling and Servicing Agreement and has relied upon the purported genuineness and due execution of any such documents
and upon the purported genuineness of any signature thereon. The [Trustee] [Custodian] [Initial Custodian] makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the documents contained in each Mortgage File or any of the
Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan.


Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.


 


 


	
 

	
 

	
___________________________________


	

 

	
 

	

as [Trustee] [Custodian] [Initial Custodian]


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
______________________________


	
 

	
 

	
 

	
 

	
Name:


	
 

	
 

	
 

	
 

	
Title:





 









	
Exhibit N





 


 



	
BENEFIT PLAN AFFIDAVIT







 


LaSalle Bank National Association, as Trustee (the “Trustee”)


135 South LaSalle Street, Suite 1625


Chicago, Illinois, 60603


Attention: Global Securitization Trust Services


 


WaMu Asset Acceptance Corp. (“Washington Mutual”)


1201 Third Avenue, WMT 1706A


Seattle, WA 98101


 


RE:       CLASS [B-4][B-5][B-6][PPP] CERTIFICATES (THE “PURCHASED CERTIFICATES”) ISSUED BY WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATES WMALT SERIES
2006-3 TRUST (THE “TRUST”)


Under penalties of perjury, I, _____________________, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete; and


1.         That I am the _______________ of __________________ (the “Purchaser”), whose taxpayer identification number is  ___________, and on behalf
of which I have the authority to make this affidavit.


2.         That the Purchaser is acquiring a Purchased Certificate representing an interest in the assets of the Trust.


3.         That the Purchaser satisfies the condition in the paragraph marked below [mark one paragraph only]:


	

___

	

The Purchaser is not an employee benefit plan or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974,
as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended (a “Plan”), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of, or purchasing any of
the Purchased Certificates with “plan assets” of, any Plan within the meaning of the Department of Labor (“DOL”) regulation at 29 C.F.R. Section 2510.3-101.


	

___

	

[For the Class B-4, Class B-5 and Class B-6 Certificates Only] The Purchaser is an insurance company, the source of funds to be used by it to acquire or hold the
Purchased Certificate is an “insurance company general account” (within the meaning of DOL Prohibited Transaction Class Exemption (“PTCE”) 95-60), and the conditions in Sections I and III of PTCE 95-60 have been satisfied.


	

___

	

The Purchaser has delivered to Washington Mutual and the Trustee a Benefit Plan Opinion (as defined in Section 1.01 of the Pooling and Servicing Agreement, dated as
of March 1, 2006, by and among Washington Mutual, the Servicer, the Trustee and the Delaware Trustee thereunder, and relating to the Trust).





 


IN WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf, by its duly authorized officer this _____ day of __________________, 20__.


 


	
 

	
 

	
[Purchaser]


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
_________________________________


	
 

	
 

	
 

	
 

	
Its:





 


 






Personally appeared before me ______________________, known or proved to me to be the same person who executed the foregoing instrument and to be a ________________ of the Purchaser, and acknowledged to me
that (s)he executed the same as his/her free act and deed and as the free act and deed of the Purchaser.


SUBSCRIBED and SWORN to before me this day of ____________, 20__.


 


 


 


	

 

	
 

	

____________________________________


	
 

	
 

	
Notary Public





 


 
















	
Exhibit O





 


 



	
BENEFIT PLAN AFFIDAVIT







 


LaSalle Bank National Association, as Trustee (the “Trustee”)


135 South LaSalle Street, Suite 1625


Chicago, Illinois, 60603


Attention: Global Securitization Trust Services


 


WaMu Asset Acceptance Corp. (“Washington Mutual”)


1201 Third Avenue, WMT 1706A


Seattle, WA 98101


 


RE:       CLASS [B-1][B-2][B-3] CERTIFICATES (THE “PURCHASED CERTIFICATES”) ISSUED BY WASHINGTON MUTUAL MORTGAGE PASS-THROUGH CERTIFICATES WMALT SERIES 2006-3
TRUST (THE “TRUST”)


 


Under penalties of perjury, I, _____________________, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete; and


1.         That I am the _______________ of __________________ (the “Purchaser”), whose taxpayer identification number is  ___________, and on behalf
of which I have the authority to make this affidavit.


2.         That the Purchaser is acquiring a Purchased Certificate representing an interest in the assets of the Trust.


3.         That the Purchaser satisfies the condition in the paragraph marked below [mark one paragraph only]:


	

___

	

The Purchaser is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (a “Plan”), or any other person (including an investment manager, a named fiduciary or a trustee of any such Plan) acting, directly or indirectly, on behalf of
or purchasing the Purchased Certificate with “plan assets” of, any Plan within the meaning of the Department of Labor (“DOL”) regulation at 29 C.F.R. Section 2510.3-101.


	

___

	

The Purchaser is an insurance company, the source of funds to be used by it to acquire or hold the Purchased Certificate is an “insurance company general
account” (within the meaning of DOL Prohibited Transaction Class Exemption (“PTCE”) 95-60), and the conditions in Sections I and III of PTCE 95-60 have been satisfied.


	

___

	

The Purchased Certificate was rated “BBB-” or better (or its equivalent) by at least one of the Rating Agencies (as defined in Section 1.01 of the
Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of March 1, 2006, by and among Washington Mutual, the Servicer, the Trustee and the Delaware Trustee thereunder, and relating to the Trust) at the time of Purchaser’s
acquisition of the Purchased Certificate (or interest therein).


	

___

	

The Purchaser has delivered to Washington Mutual and the Trustee a Benefit Plan Opinion (as defined in Section 1.01 of the Pooling and Servicing
Agreement).





 


 


IN WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf, by its duly authorized officer this _____ day of __________________, 20__.


 


	
 

	
 

	
[Purchaser]


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
_________________________________


	
 

	
 

	
 

	
 

	
Its:





 


 






Personally appeared before me ______________________, known or proved to me to be the same person who executed the foregoing instrument and to be a ________________ of the Purchaser, and acknowledged to me
that (s)he executed the same as his/her free act and deed and as the free act and deed of the Purchaser.


SUBSCRIBED and SWORN to before me this day of ____________, 20__.


 


 


	
 

	
 

	
___________________________________


	

 

	
 

	

Notary Public