TERMINATION 118. Section 9.01 Termination Upon Purchase by the Servicer or Liquidation of All Mortgage Loans 118 Section 9.02 Additional Termination Requirements 122 Section 9.03 Trust Irrevocable 123 ARTICLE X Miscellaneous Provisions 123 Section 10.01 Amendment 123 Section 10.02 Recordation of Agreement 124 Section 10.03 Limitation on Rights of Certificateholders 125 Section 10.04 Access to List of Certificateholders 125 Section 10.05 Governing Law 126 Section 10.06 Notices 126 Section 10.07 Compliance With Regulation AB 126 Section 10.08 Severability of Provisions 127 Section 10.09 Counterpart Signatures 127 Section 10.10 Benefits of Agreement 127 Section 10.11 Notices and Copies to Rating Agencies 127 Section 10.12 Covenant Not to Place Trust Into Bankruptcy 128 Section 10.13 Covenant Not to Place Company Into Bankruptcy 128 Exhibit A Form of Certificates (other than Class R Certificates) Exhibit B Form of Class R Certificates Exhibit C [Reserved] Exhibit D Mortgage Loan Schedule Exhibit E [Reserved] Exhibit F 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 [Reserved] Exhibit L Form of Investment Letter Exhibit M Form of Trustee’s Certification Pursuant to Section 2.07 Exhibit N Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(d) Exhibit O Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(g) This Pooling and Servicing Agreement, dated as of July 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.
TERMINATION 118. Section 12.1 Termination 118 Section 12.2 Effect of Termination 119 Section 12.3 Return of Documentation and Confidentiality 120 ARTICLE 13 INDEMNIFICATION; LIMITATIONS 121 Section 13.1 Seller’s Indemnification Rights 121 Section 13.2 Purchaser’s Indemnification Rights 121 Section 13.3 Survival; Limitations 122 Section 13.4 Exclusive Remedy and Certain Limitations 125 Section 13.5 Indemnification Actions 127 Section 13.6 Holdback Amount 130 Section 13.7 Express Negligence/Conspicuous Manner 131 ARTICLE 14 MISCELLANEOUS 132 Section 14.1 Notices 132 Section 14.2 Governing Law 133 Section 14.3 Arbitration 133 Section 14.4 Headings and Construction 135 Section 14.5 Waivers 135 Section 14.6 Severability 135 Section 14.7 Assignment 135 Section 14.8 Entire Agreement 136 Section 14.9 Amendment 136 Section 14.10 No Third-Person Beneficiaries 136 Section 14.11 Limitation on Damages 136 Section 14.12 Time of the Essence; Calculation of Time 137 Section 14.13 Non-Recourse Persons 137 Section 14.14 Relationship of Sellers; Sellers’ Representatives 138 Section 14.15 Certain Waivers 139 Section 14.16 Specific Performance 140 Section 14.17 Counterparts 140 Section 14.18 Guarantee 140 EXHIBITS: Exhibit A Assets Exhibit A-1 Leases Exhibit A-2 Wxxxx Exhibit A-3 Surface Rights and Rights of Way Exhibit A-4 Midstream Assets Exhibit B Form of Assignment of Subject Securities Exhibit C Form of Excluded Asset Assignment Exhibit D Illustration of Effective Time Working Capital and Unadjusted Purchase Price Adjustments Exhibit E Form of Excluded Asset JOA Exhibit F Form of AMI and Standstill Agreement Exhibit G [Reserved] Exhibit H Form of Assignment and Bill of Sale Exhibit H-1-NM Specified New Mexico Air Permits Exhibit H-1-TX Specified Texas Air Permits Exhibit H-2 Operating Affiliate Operator Assets Exhibit I Form of NMED Settlement Assignment, Ratification and Joinder Agreement Exhibit J Form of Letter in Lieu Exhibit K Form of Operator Resignation Letter Exhibit L Form of Termination and Release Agreement SCHEDULES: Schedule 1.1 Company Hxxxxx Schedule 1.2 Excluded Assets Schedule 1.3 Knowledge Part A Sellers’ and Company’s Knowledge Part B Purchaser’s Knowledge Schedule 1.4 Lease Expirations Schedule 1.5 Pre-Closing Reorganization Schedule 1.6 Certain Intracompany Service Agreements Schedule 1.7 Specified Matters Schedule 2.8 Allocated Value Schedule 4.4 Seller Conflicts Schedule 5.1 Existence and Qualification Schedule 5.4 Company Conflicts Schedule 5.5 Capitalization Sched...
TERMINATION 118. APPENDIX A WORK LOCATIONS/Agencies with Corresponding AFSCME Local Unions and Chapters 000 XXXXXXXX X EYEGLASSES 000 XXXXXXXX X FLEXIBLE BENEFITS PLAN 123 APPENDIX D ITEMS DELEGATED TO SECONDARY NEGOTIATIONS 124 Appendix E-2 Health Insurance Benefit Chart 126 Appendix E-3 Dental Chart 133 Appendix E-4 Vision Chart 135 LETTER OF AGREEMENT #1 COMPENSATORY TIME 139 LETTER OF AGREEMENT #2 Article 16.I. Annual Leave Donation 140 LETTER OF AGREEMENT #3 Article 3 141 LETTER OF INTENT #1 142 LETTER OF UNDERSTANDING #1 DISABILITY MANAGEMENT 000 XXXXXX XX XXXXXXXXXXXXX #0 PERSONAL LEAVE DAY 145 LETTER OF UNDERSTANDING #3 ARTICLE 22 Section B 146 LETTER OF UNDERSTANDING #4 ARTICLE 22.V – LONGEVITY PAY 147 LETTER OF UNDERSTANDING #5 HUMAN RESOURCES MANAGEMENT NETWORK (HRMN) 000 XXXXXX XX XXXXXXXXXXXXX #0 BANKED LEAVE TIME 149 LETTER OF UNDERSTANDING #7 EXTRACURRICULAR RESPONSIBILITIES AT MSDB 150 LETTER OF UNDERSTANDING #8 ARTICLE 22 151 LETTER OF UNDERSTANDING #9 ARTICLE 15 SECTION H. COMPENSATORY TIME 153 LETTER OF UNDERSTANDING #10 ARTICLE 19 SECTION C. TRAINING .154 LETTER OF UNDERSTANDING #11 CONTRACT EXTENSION 155 LETTER OF UNDERSTANDING #12 Joint Healthcare Committee 156 LETTER OF UNDERSTANDING #13 Article 4, Union Dues 158 LETTER OF UNDERSTANDING #14 Attendance Incentive Pilot 159 LETTER OF UNDERSTANDING #15 Other Eligible Adult Individual-Health Insurance Article 22 160 LETTER OF UNDERSTANDING #18 161 LETTER OF UNDERSTANDING #19 162 LETTER OF UNDERSTANDING #20 Dental and Vision Insurance Coverage for Adult Children under Age 26 163 Letter of Understanding #21 164 Letter of Understanding #22 Article 23 Drug and Alcohol Testing 165 Letter of Understanding #23 Paid Parental Leave 166 For the Employer: Xxxxxx Xxxxxxxxxxx, Acting Director Office of the State Employer Xxxx Xxxx, Chief Negotiator Office of the State Employer Bargaining Team: Xxxx Xxxxxx Department of Corrections Xxxx Xxxxxx Department of Health & Human Services Xxxx Xxxxxxxxx Department Military and Veterans Affairs
