Sample Securitization Audit by Robert Ramers

Robert K. RamersCertified Mortgage Securitization Auditor

Tel: 415-730-4514 email: [email protected]

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PROPERTY SECURITIZATION REPORT“This is a Securitization Analysis Report and not a Forensic Audit Report”

PreparedFor

Attorney

Prepared on behalf of:

Robert Lee XXXXX and Ami Cheri XXXXXxxxxx xxxStreet EastSonoma, CA 95478

Prepared on:

April 20, 2011

Disclosure: You have retained Robert K. Ramers to examine your real estate documents. Thisinformation is not to be construed as legal advice or the practice of law pursuant to Business andProfessions Code §6125 et seq. It is my intent not to engage in activities that could be consideredthe practice of law by conduct exhibiting any of the following practices: “the doing and/orperforming of service in a court of justice in any matter depending therein throughout the variousstages and in conformity with the adopted rules of procedure. It includes legal advice and counseland the preparation of legal instruments and contacts by which the legal rights are securedalthough such matter may or may not be depending in a court.”



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SECTION 1: TRANSACTION DETAILS

BORROWER & CO-BORROWER:

BORROWER CO-BORROWERAmi Cheri Elizabeth XXXXX Robert Lee XXXXX

CURRENT ADDRESS SUBJECT ADDRESS

xxxxx xxxStreet EastSonoma, CA 95478

xxxxx xxxStreet EastSonoma, CA 95478

TRANSACTION PARTICIPANTS

MORTGAGE BROKER

MORTGAGE SERVICERMORTGAGE

NOMINEE/BENEFICIARY

N/A Washington Mutual Bank Washington Mutual Bank, FA

ORIGINALMORTGAGE LENDER

MORTGAGE TRUSTEE TITLE COMPANY

Washington MutualBank, FA

3050 Highland Pkwy, 5th

FloorDonners Grove, IL 60515

California ReconveyanceCompany

9200 Oakdale Ave.Chatsworth, CA 91311

Agent for service:CT Corporation System

818 W. 7th StLos Angeles, CA 90017

Liberty Title Company3569 Round Barn CircleSanta Rosa, CA 95403



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SECTION 2: SECURITIZATION

SECURITIZATION PARTICIPANTS:

ORIGINATOR/LENDER SPONSOR/SELLER DEPOSITOR

Washington Mutual Bank Washington Mutual BankWaMu Asset Acceptance

Corporation

ISSUING ENTITY TRUSTEEMASTER SERVICER/

SERVICER

WaMu Mortgage PassThrough Certificates Series

2006-AR15

LaSalle Bank NationalAssociation

135 South LaSalle Street, Suite1511, Chicago, Illinois, 60603,

and Christiana Bank andTrust Company (Delaware)

Washington Mutual Bank/Washington MutualMortgage Securities

Corporation

CUSTODIAN CUT – OFF DATE CLOSING DATE

Washington Mutual Bank,FSB

October 1, 2006 October 25, 2006

NOTE: Washington Mutual was replaced as servicer for the loan by:BAC Home Loans Servicing, LP4500 Park GranadaCalabasas, CA 91302



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Note: Highlighted, italic and underlined sections provided by the author

Assignments of Mortgages to the Trustee or the Trust Will Not Be Prepared or Recorded

For transactions in which WMB fsb holds some or all of the mortgage notes and mortgages ascustodian on behalf of the trust, investors should consider the following:

With respect to each mortgage held by WMB fsb as custodian on behalf of the trust, an assignmentof the mortgage transferring the beneficial interest under the mortgage to the trustee or the trust

will not be prepared or recorded. In addition, an assignment of the mortgage will not be preparedor recorded in connection with the sale of the mortgage loan from the mortgage loan seller to the

depositor. In many states, the recording of a separate assignment of the mortgage is not required tovalidly transfer ownership of the mortgage loan. However, at any time until an assignment of themortgage with respect to a mortgage loan is recorded in the name of the trustee or the trust in the

appropriate jurisdiction, (a) the mortgage loan seller, as the existing mortgagee of record, could ex-ecute another assignment of mortgage to any party with respect to such mortgage, which assignmentof mortgage could be recorded prior to any recording of an assignment of the mortgage to the trus-tee or the trust and which would support an adverse claim of such other party with respect to the

mortgage loan and/or result in delay in enforcing the mortgage, (b) the mortgage loan seller, as theexisting mortgagee of record, could execute and deliver to the mortgagor an instrument of dischargeand satisfaction with respect to the mortgage, which would generally be effective upon recording torelease the lien of such mortgage loan, (c) the trustee or the trust may not have a claim against themortgagor for payments made to the mortgage loan seller, as the existing mortgagee of record, butinstead may be required to proceed against the mortgage loan seller to recover the amount of any

such payment made, (d) the trustee or the trust may not be able, acting directly in its own name, toenforce the mortgage against the related mortgaged property or mortgagor and may be required to

act indirectly through the mortgage loan seller, as the existing mortgagee of record, and (e) themortgage loan seller, and not the trustee or the trust, would be entitled to receive any notice with

respect to any mortgage required to be given to the mortgagee of record. The occurrence of any ofthese could result in delays or reductions in distributions on the certificates.

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Assignment of the Mortgage Loans and Other Assets to the Trust

A pool of mortgage loans, as described in this prospectus supplement, will be sold to the Truston October 25, 2006 (the “Closing Date”). The Trust will own the right to receive all payments ofprincipal and interest on the mortgage loans due after October 1, 2006 (the “Cut-Off Date”). Aschedule to the pooling agreement will include information about each mortgage loan, including:

• the applicable loan group;

• the outstanding principal balance as of the close of business on the Cut-Off Date;

• the term of the mortgage loan; and

• the mortgage interest rate as of the close of business on the Cut-Off Date and informationabout how that mortgage interest rate adjusts.

The mortgage notes will not be endorsed to the Trust and no assignment of the mortgages to theTrust will be prepared. Washington Mutual Bank fsb, a wholly-owned subsidiary of the servicer,will have possession of and will review the mortgage notes and mortgages as custodian for theTrust and financing statements will be filed evidencing the Trust’s interest in the mortgage loans.

The mortgage pool will be the primary asset of the Trust. The Trust will also contain otherassets, including:

• insurance policies related to individual mortgage loans, if applicable;

• any property that secured a mortgage loan that the Trust acquires after the Cut-Off Dateby foreclosure or deed in lieu of foreclosure; and

• amounts held in the certificate account.

In exchange for the mortgage loans and the other assets described above, the trustee willauthenticate and deliver the certificates pursuant to the order of the depositor.

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It is the intent of the parties to the pooling agreement that the conveyance of the mortgage loansand the related assets to the Trust constitute an absolute sale of those assets. However, in the eventthat the pooling agreement for any reason is held or deemed to create a security interest in thoseassets, then the pooling agreement will constitute a security agreement and the depositor grants tothe Trust a security interest in those assets. The depositor will file financing statements perfectingsuch security interest.

Discretionary Activities With Respect to the Trust

The following is a description of material discretionary activities that may be taken with regardto the administration of the mortgage loans or the certificates:

• The servicer will be authorized to exercise discretion with regard to its servicing of themortgage loans in accordance with the servicing standard specified in the poolingagreement. See “The Servicers―The Servicer―Servicing Procedures” in this prospectus supplement.

• Each of the sponsor and the depositor will have discretion to determine whether to



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repurchase a mortgage loan or to substitute for a mortgage loan, if required under themortgage loan sale agreement or the pooling agreement, as applicable, to repurchase orsubstitute for a defective mortgage loan. See “Description of the MortgagePool―Representations and Warranties Regarding the Mortgage Loans” in this prospectussupplement.

• On any Distribution Date after the Clean-Up Call Option Date, the servicer will bepermitted to purchase all of the mortgage loans owned by the Trust. See “Description ofthe Certificates―Optional Termination” in this prospectus supplement.

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THE TRUSTEES

The Trustee

General

LaSalle Bank National Association (“LaSalle”) will be the trustee under the poolingagreement. LaSalle is a national banking association formed under the federal laws of the UnitedStates of America. Its parent company, LaSalle Bank Corporation, is an indirect subsidiary of ABNAMRO Bank N.V., a Netherlands banking corporation.

Material Duties of the Trustee

The trustee will have the following material duties under the pooling agreement:

• to authenticate and deliver the certificates, pursuant to the order of the depositor;

• to maintain a certificate register and, upon surrender of certificates for registration oftransfer or exchange, to authenticate and deliver new certificates;

• to make the required distributions to certificateholders on each Distribution Date, inaccordance with the monthly distribution report prepared by the administrative agent;

• to deliver or make available to certificateholders the monthly distribution reports and anyother reports required to be delivered by the trustee under the pooling agreement;

• in the event that the trustee has received notice from the servicer that the remaining ClassPrincipal Balance of a class of certificates is to be paid on a specified Distribution Date,to send a notice to that effect to the holders of that class of certificates; and

• to act as successor servicer, or to appoint a successor servicer, to the extent describedunder “―Events of Default Under the Pooling Agreement” below.



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THE SERVICERS

General

All of the mortgage loans owned by the Trust will be serviced by Washington Mutual Bank, asservicer, pursuant to the pooling agreement. Washington Mutual Mortgage Securities Corp. will actas administrative agent of the servicer with respect to the mortgage loans, pursuant to anadministrative agent agreement between the administrative agent and the servicer. Theadministrative agent will be responsible for calculating monthly distributions on the certificates,preparing monthly distribution reports and other functions, as described under “―The Administrative Agent” below. Washington Mutual Bank fsb, a wholly- owned subsidiary of theservicer, will have possession of the mortgage files as custodian for the Trust.

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Servicing Procedures

Servicing Functions. The functions to be performed by the servicer will include paymentcollection and payment application, investor reporting and other investor services, defaultmanagement and escrow administration. The servicer will perform its servicing functions at loanservicing centers located in Florence, South Carolina; Milwaukee, Wisconsin;Northridge/Chatsworth, California; and Jacksonville, Florida.

Servicing Standard; Waivers and Modifications. Pursuant to the pooling agreement, the servicerwill be required to service the mortgage loans consistent with prudent mortgage loan servicingpractices and (unless inconsistent with those servicing practices) in the same manner in which, andwith the same care, skill, prudence and diligence with which, it services and administers similarmortgage loans for other portfolios. The servicer will be required to make reasonable efforts tocollect or cause to be collected all payments under the mortgage loans and, to the extent consistentwith the pooling agreement and applicable insurance policies, follow such collection procedures asare followed with respect to comparable mortgage loans that are held in portfolios of responsiblemortgage lenders in the local areas where each mortgaged property is located.

Consistent with the servicing standard described above, the servicer will be permitted to waive,modify or vary any term of any mortgage loan, subject to certain conditions, as described in“Description of the Securities―Collection and Other Servicing Procedures Employed by the Servicer, Manager, Bond Administrator or Certificate Administrator” in the prospectus.

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Assignment of Trust Assets; Review of Files by Trustee

At the time of issuance of any series of securities, the depositor will cause the pool of mortgageassets or Mortgage Securities to be transferred to the related trust, together with all principal andinterest received on or with respect to the mortgage assets or Mortgage Securities after the relatedcut-off date, other than principal and interest due on or before the cut-off date and other than anyretained interest. The trustee will, concurrently with the assignment of mortgage assets or Mortgage



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Securities, deliver the securities to the depositor in exchange for the trust assets. Each mortgageasset will be identified in a schedule appearing as an exhibit to the related agreement. The scheduleof mortgage assets will include detailed information as to the mortgage assets held by the trust,including the outstanding principal balance of each mortgage asset after application of paymentsdue on the cut-off date, information regarding the interest rate on the mortgage asset, the interestrate net of the sum of the rates at which the servicing fee and the retained interest, if any, arecalculated, the retained interest, if any, the current scheduled monthly payment of principal andinterest, the maturity of the mortgage note, the value of the mortgaged property and otherinformation with respect to the mortgage assets. Each Mortgage Security will be identified in therelated agreement, which will specify as to each Mortgage Security information regarding theoriginal principal amount and outstanding principal balance of each Mortgage Security as of thecut-off date, as well as the annual pass-through rate or interest rate for each Mortgage Security soldto the trust.

If so specified in the related prospectus supplement, and in accordance with the rules ofmembership of Merscorp, Inc. and/or Mortgage Electronic Registration Systems, Inc., or MERS®,assignments of the mortgages for the mortgage loans held by the related trust will be registeredelectronically through Mortgage Electronic Registration Systems, Inc., or MERS® System. Withrespect to mortgage loans registered through the MERS® System, MERS® shall serve asmortgagee of record solely as a nominee in an administrative capacity on behalf of the trust andwill not have any interest in any of those mortgage loans.

The depositor will, with respect to each mortgage asset, deliver or cause to be delivered to thetrustee, or to the custodian, a mortgage note endorsed to the trustee, the trust, or in blank, theoriginal recorded mortgage with evidence of recording or filing indicated on it, and an assignment(except as to any mortgage loan registered on the MERS® System) to the trustee, the trust, or inblank of the mortgage in a form for recording or filing as may be appropriate in the state where themortgaged property is located; or, in the case of each cooperative loan, the related cooperative noteendorsed to the trustee, the trust, or in blank, the original security agreement, the proprietary leaseor occupancy agreement, the assignment of the proprietary lease to the originator of the cooperativeloan, the recognition agreement, the related stock certificate and related blank stock powers, a copyof the original filed financing statement, and an assignment to the trustee or the trust of the securityagreement, the assignment of proprietary lease and the financing statement; provided, however, thatif so indicated in the applicable prospectus supplement, the depositor will not deliver to the trusteeor to the custodian mortgage notes endorsed to the trustee, the trust or in blank, assignments ofmortgage to the trustee, the trust, or in blank, or assignments to the trustee or the trust of the otherdocuments relating to cooperative loans described above.

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If stated in the related prospectus supplement, for up to 50% of the total number of mortgageloans as of the cut-off date, the depositor may deliver all or a portion of each related mortgage file(including the related mortgage note) to the trustee within 30 days after the Closing Date. Shouldthe depositor fail to deliver all or a portion of any mortgage files to the trustee within that period,



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the depositor will be required to use its best efforts to deliver a replacement mortgage loan for therelated delay delivery mortgage loan or repurchase the related delay delivery mortgage loan.

The trustee will be authorized, with the consent of the depositor and the servicer, to appoint acustodian pursuant to a custodial agreement to maintain possession of documents relating to themortgage loans as the agent of the trustee.

Representations and Warranties Regarding the Mortgage Loans; Remedies for Breach

Representations by the Depositor. The depositor will only represent and warrant, in respect ofthe mortgage loans, that as of the Closing Date, the trust will be the legal owner of each mortgageloan, free and clear of any encumbrance or lien (other than (i) any lien arising before thedepositor’s purchase of the mortgage loan from the mortgage loan seller and (ii) any lien under theagreement governing the trust).

Remedies for Breach. Upon a breach of any representation and warranty of the depositor, amortgage loan seller, an originator or another party on behalf of a mortgage loan seller or originatorthat materially and adversely affects the value of a mortgage asset or the interests of thesecurityholders or the trust in the mortgage asset, the person who made the representation andwarranty will be obligated either to cure the breach in all material respects, repurchase the mortgageasset at the Purchase Price or substitute for that mortgage asset as described in the next paragraph.

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424B5 for WaMu Mortgage Pass Through Certificates Series 2006-AR15 trusthttp://www.sec.gov/Archives/edgar/data/1317069/000095011706004341/a44834.htm



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The Pooling and servicing agreementFull text of the PSA:http://www.sec.gov/Archives/edgar/data/1374627/000127727706000796/exh41to8kpsawamu2006_ar15.htm

Creation of the Trust; Conveyance of the Mortgage Pool Assets, REMIC I RegularInterests, REMIC II Regular Interests and REMIC III Regular Interests; REMIC Electionand Designations; Original Issuance of CertificatesSection 2.01. Creation of the Trust. The Trust was created pursuant to the Original Trust Agreementand is hereby continued. As set forth in the Original Trust Agreement, the Trust shall be known as“WaMu Mortgage Pass-Through Certificates Series 2006-AR15 Trust”. The purpose of the Trust is,and the Trust shall have the power and authority, to engage in the following activities, all asprovided by and subject to the terms of this Agreement:

(i) to acquire, hold, lease, manage, administer, control, invest, reinvest, operate and/or transfer theMortgage Pool Assets, the REMIC II Assets, the REMIC III Assets and the REMIC III RegularInterests;(ii) to issue the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III RegularInterests, the Class R-1, Class R-2 and Class R-3 Residual Interests and the Certificates;(iii) to make distributions to the REMIC I Regular Interests, the REMIC II Regular Interests, theREMIC III Regular Interests and the Certificates; and(iv) to engage in such other activities, including entering into agreements, as are described in orrequired by the terms of this Agreement or as are necessary, suitable or convenient to accomplishthe foregoing or incidental thereto.



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LaSalle Bank National Association is hereby appointed as the trustee of the Trust, to have all therights, duties and obligations of the Trustee with respect to the Trust expressly set forthhereunder, and LaSalle Bank National Association hereby accepts such appointment and the trustcreated hereby. Christiana Bank & Trust Company is hereby appointed as the Delaware trusteeof the Trust, to have all the rights, duties and obligations of the Delaware Trustee with respect tothe Trust hereunder, and Christiana Bank & Trust Company hereby accepts such appointmentand the trust created hereby. It is the intention of the Company, the Servicer, the Trustee and theDelaware Trustee that the Trust constitute a statutory trust under the Statutory Trust Statute, thatthis Agreement constitute the governing instrument of the Trust, and that this Agreement amendand restate the Original Trust Agreement. The parties hereto acknowledge and agree that, priorto the execution and delivery hereof, the Delaware Trustee has filed the Certificate of Trust.The assets of the Trust shall remain in the custody of the Trustee or the Custodian, onbehalf of the Trust, and shall be owned by the Trust. Moneys to the credit of the Trust shall beheld by the Trustee and invested as provided herein. All assets received and held by the Trustwill not be subject to any right, charge, security interest, lien or claim of any kind in favor ofeither of the institution acting as Trustee or the institution acting as Delaware Trustee in its ownright, or any Person claiming through either. Neither the Trustee nor the Delaware Trustee shallhave the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of anyof the assets of the Trust to any Person, except as permitted herein. No creditor of a beneficiaryof the Trust, of the Trustee, of the Delaware Trustee, of the Servicer or of the Company shallhave any right to obtain possession of, or otherwise exercise legal or equitable remedies withrespect to, the property of the Trust, except in accordance with the terms of this Agreement.

Section 2.04. Conveyance of Mortgage Pool Assets; Security Interest.The Company does hereby irrevocably sell, transfer, assign, set over and otherwiseconvey to the Trust, without recourse, all the Company’s right, title and interest in and to theMortgage Pool Assets. The Trust, as payment of the purchase price of the Mortgage Pool Assetsand in consideration of the Company making the Initial Group 1 Servicing Fee Shortfall Deposit,the Initial Group 2 Servicing Fee Shortfall Deposit and the Initial Interest Shortfall Depositpursuant to Section 2.01, shall, on the Closing Date, issue the REMIC I Regular Interests and theClass R-1 Residual Interest to the Company. The REMIC I Regular Interests and the Class R-1Residual Interest shall together be a separate series of beneficial interests in the assets of theTrust consisting of the Mortgage Pool Assets pursuant to Section 3806(b)(2) of the StatutoryTrust Statute.It is the express intent of the parties hereto that the conveyance of the Mortgage PoolAssets to the Trust by the Company as provided in this Section 2.04 be, and be construed as, anabsolute sale of the Mortgage Pool Assets. It is, further, not the intention of the parties that suchconveyance be deemed the grant of a security interest in the Mortgage Pool Assets by theCompany to the Trust to secure a debt or other obligation of the Company. However, in the eventthat, notwithstanding the intent of the parties, the Mortgage Pool Assets are held to be theproperty of the Company, or if for any other reason this Agreement is held or deemed to create asecurity interest in the Mortgage Pool Assets, then(a) this Agreement shall constitute a securityagreement;(b) the conveyance provided for in this Section 2.04 shall be deemed to be a grant bythe Company to the Trust of, and the Company hereby grants to the Trust, to secure all of theCompany’s obligations hereunder, a security interest in all of the Company’s right, title, andinterest, whether now owned or hereafter acquired, in and to:



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(I) The Mortgage Pool Assets;(II) All accounts, chattel paper, deposit accounts, documents, generalintangibles, goods, instruments, investment property, letter-of-credit rights, letters ofcredit, 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 andthe Trustee acting on behalf of the Trust at the direction of the Company shall, to the extentconsistent with this Agreement, take such other actions as may be necessary to ensure that, if thisAgreement were found to create a security interest in the Mortgage Pool Assets, such securityinterest would be a perfected security interest of first priority under applicable law and will bemaintained as such throughout the term of the Agreement. In connection herewith, the Trust shallhave all of the rights and remedies of a secured party under the Uniform Commercial Code as inforce 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 bedelivered to and deposited with, the Trustee or the Initial Custodian the Mortgage Files, whichshall 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 filedwith 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 CooperativeLoans, 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 Trustany bank or trust company approved by each of the Company and the Servicer as Custodian ofthe documents or instruments referred to in this Section 2.05 or in Section 2.12, and to enter intoa Custodial Agreement for such purpose; provided, however, that the Trustee shall be and remainliable for the acts and omissions of any such Custodian to the extent (and only to the extent) thatit would have been liable for such acts and omissions hereunder had such acts and omissionsbeen its own acts and omissions. Any documents delivered by the Company or the Servicer tothe Custodian, if any, shall be deemed to have been delivered to the Trustee for all purposeshereunder; and any documents held by the Custodian, if any, shall be deemed to be held by theTrustee for all purposes hereunder. There shall be a written Custodial Agreement between theTrustee and each Custodian. Each Custodial Agreement shall contain an acknowledgment by theCustodian that all Mortgage Pool Assets, Mortgage Files, and other documents and property heldby it at any time are held by it for the benefit of the Trust. Pursuant to the Initial CustodialAgreement, the Initial Custodian shall perform responsibilities of the Trustee on the Trustee’sbehalf with respect to the delivery, receipt, examination, custody and release of the MortgageFiles related to the Mortgage Loans identified in the Initial Custodial Agreement, as providedtherein. The Trustee shall not have any responsibility for the acts or omissions of the InitialCustodian; provided, however, that nothing herein shall relieve the Trustee from liability for itsown 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



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indicate that each MERS Loan, if any, has been assigned to the Trustee or to the Trust, byincluding in the MERS® System computer files (a) the code necessary to identify the Trusteeand (b) the code necessary to identify the series of the Certificates issued in connection with suchMortgage Loans. The Servicer shall not alter the codes referenced in this paragraph with respectto any MERS Loan during the term of this Agreement except in connection with an assignmentof such MERS Loan or de-registration thereof from the MERS® System in accordance with theterms of this Agreement.

Section 2.06. REMIC Election for REMIC I.The Servicer shall, on behalf of REMIC I, elect to treat such REMIC I as a REMICwithin 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 onbehalf of each of REMIC I for its first taxable year.The Closing Date is hereby designated as the “startup day” of REMIC I within themeaning of Section 860G(a)(9) of the Code.The regular interests (as set forth in the table contained in the Preliminary Statementhereto) relating to REMIC I are hereby designated as “regular interests” in REMIC I forpurposes of Section 860G(a)(1) of the Code. The Class R-1 Residual Interest is herebydesignated 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 ofREMIC I shall be conducted so as to qualify REMIC I as a REMIC. In furtherance of suchintention, the Servicer shall, on behalf of REMIC I: (a) prepare and file, or cause to be preparedand filed, a federal tax return using a calendar year as the taxable year and using an accrualmethod of accounting for such REMIC when and as required by the REMIC Provisions andother applicable federal income tax laws; (b) make an election, on behalf of the trust, for REMICI to be treated as a REMIC on the federal tax return of such REMIC I for its first taxable year, inaccordance with the REMIC Provisions; (c) prepare and forward, or cause to be prepared andforwarded, to the Holders of the REMIC I Regular Interests and the Class R-1 Residual Interestand the Trustee, all information reports as and when required to be provided to them inaccordance with the REMIC Provisions, and make available the information necessary for theapplication of Section 860E(e) of the Code; (d) conduct the affairs of REMIC I at all times thatany REMIC I Regular Interests are outstanding so as to maintain the status of REMIC I as aREMIC under the REMIC Provisions; (e) not knowingly or intentionally take any action or omitto take any action that would cause the termination of the REMIC status of REMIC I; and (f) paythe amount of any federal prohibited transaction penalty taxes imposed on REMIC I when and asthe same shall be due and payable (but such obligation shall not prevent the Servicer fromcontesting any such tax in appropriate proceedings and shall not prevent the Servicer fromwithholding payment of such tax, if permitted by law, pending the outcome of suchproceedings).

In the event that a Mortgage Loan is discovered to have a defect which, had such defectbeen 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 doesnot repurchase such Mortgage Loan within 90 days of such date pursuant to Section 3.3 of theMortgage Loan Purchase Agreement, the Servicer, on behalf of the Trust, shall within 90 days ofthe date such defect is discovered sell such Mortgage Loan at such price as the Servicer, in its



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sole discretion, determines to be the greatest price that will result in the purchase thereof within90 days of such date, unless the Servicer delivers to the Trustee an Opinion of Counsel to theeffect that continuing to hold such Mortgage Loan will not adversely affect the status of theelecting portion of REMIC I as a REMIC for federal income tax purposes.

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

Section 2.07. Acceptance by Trustee. The Trustee acknowledges receipt (or with respectto any Mortgage Loan subject to a Custodial Agreement, including the Initial CustodialAgreement, receipt by the Custodian thereunder) on behalf of the Trust of the documentsreferred to in Section 2.05 above, but without having made the review required to be madewithin 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage PoolAssets, Mortgage Files and related documents and property held by it at any time are held by itas Trustee of the Trust for the benefit of the holders of the Certificates. The Trustee shall review(or cause the Initial Custodian to review) each Mortgage File within 45 days after the ClosingDate and deliver to the Company a certification (or cause the Initial Custodian to deliver to theCompany and the Trustee a certification, which satisfies the applicable requirements of thisAgreement; provided, however, that with respect to the Initial Custodian, Exhibit B-2 to theInitial 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 documentsrequired (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of thedefinition 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 documentsrelate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing suchreview, the Trustee may rely upon the purported genuineness and due execution of any suchdocument, and on the purported genuineness of any signature thereon. The Trustee shall not berequired to make any independent examination of any documents contained in each MortgageFile 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 onthe Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability ofany Mortgage Loan.

Section 2.08. Representation and Warranty of the Company Concerning the MortgageLoans. The Company hereby represents and warrants to the Trust that, immediately upon thesale, 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 orlien, other than (i) any lien arising before the Company’s purchase of the Mortgage Loan fromthe Seller and (ii) any lien arising under this Agreement.

Section 2.09. Representations and Warranties of Each Seller Concerning the MortgageLoans. The Company hereby assigns to the Trust all of its rights under the Mortgage LoanPurchase Agreement, to the extent that the Mortgage Loan Purchase Agreement relates to theMortgage Loans.Full text of the PSA:http://www.sec.gov/Archives/edgar/data/1374627/000127727706000796/exh41to8kpsawamu2006_ar15.htm



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TRACKING THE DEED AND THE NOTE

DEED DATE NOTE DATE


2273 N. Green ValleyParkway, Suite 14

Henderson, NV 89014

September 13,2006


September 13,2006

Failed transfer of note to


2006-AR15

The Original Deed of Trust states the following in Paragraph 24. Substitute Trustee:“Lender, at its option, may from time to time appoint a successor trustee to any Trustee appointedhereunder by an instrument executed and acknowledged by Lender and recorded in the office ofthe Recorder of the county in which the Property is located. The instrument shall contain thename of the original Lender, Trustee and Borrower, the book and page where this SecurityInstrument is recorded and the name and address of the successor trustee. Without conveyance ofthe Property, the successor trustee shall succeed to all the title, powers and duties conferred uponthe Trustee herein and by Applicable Law. This procedure for substitution of trustee shall governto the exclusion of all other provisions for substitution.”

The Deed of Trust and the Note have both remained in the possession of Washington MutualBank, FSB. As of the date of this report, there has been no recorded transfer of the Deed of Trustin the public records. According to the Trust documents, an attempt was made to pool, sell andtransfer the borrower’s loan of $2,737,500 into the WaMu Mortgage Pass Through CertificatesSeries 2006-AR15 Trust of loans and mortgages valued at approximately $868,034,100(approximate). However, the Trust document states that Washington Mutual did not assign themortgage to the Trust and retained the documents as Custodian of the trust.

We did not have the executed copy of the note with any endorsements or allonges toexamine, but according to the Trust agreement and the PSA, to properly enter the trust, the notewould have to be endorsed by Washington Mutual Bank (the Sponsor) to Washington MutualAcceptance Corporation (the Depositor) and from Washington Mutual Bank to the WaMuMortgage Pass Through Certificates Series 2006-AR15 Trust. The Depositor is the only entitywhich can make this final transfer to the Trust.

The Deed of Trust should also have been assigned to the Trustee of the Trust, LaSalle BankNational Association, and this assignment should have been recorded as specified in Paragraph 24of the original Deed of Trust.



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Both of the above transfers must have taken place before October 1, 2006, the closing dateof the trust.

Even though the note in question is shown as an asset of the trust as shown below in the FreeWriting Prospectus, this appears to be a failed attempt to securitize the loan.

The links are:

424B5 for WaMu Mortgage Pass Through Certificates Series 2006-AR15 trust

http://www.sec.gov/Archives/edgar/data/1317069/000095011706004341/a44834.htm

Free Writing Prospectus – Contains list of loans in the trusthttp://www.sec.gov/Archives/edgar/data/1317069/000127727706000741/fwp1intialtapewamu2006_ar15.htm

PSA for WaMu Mortgage Pass Through Certificates Series 2006-AR15 trusthttp://www.sec.gov/Archives/edgar/data/1374627/000127727706000796/exh41to8kpsawamu2006_ar15.htm



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SECURITIZATION STRUCTURE

THE CORRECT PROCESS OF SECURITIZATION

PARTY AORIGINATOR/LENDERWashington Mutual Bank

PARTY BSPONSOR

Washington Mutual Bank.

PARTY DTRUST/ISSUING ENTITY

WaMu Mortgage Pass ThroughCertificates Series 2006-AR15

PARTY CDEPOSITOR

WaMu Asset AcceptanceCorporation

TRUE SALE1) LEGAL OPINIONS2) ASSET PURCHASE /

SALE AGREEMENTS3) DELIVERY &

ACCEPTANCE RECEIPTS4) COMPENSATION /

MONEY5) CAPACITY OF PARTIES

TO BUY AND SELL

HOW LENDERS “SIDE-STEPPED” THE PROCESS

PARTY AORIGINATOR/LENDERWashington Mutual Bank

PARTY BSPONSOR

Washington Mutual Bank.


WaMu Mortgage Pass ThroughCertificates Series 2006-AR15

PARTY CDEPOSITOR


TRUE SALE

1) LEGAL OPINIONS2) ASSET PURCHASE / SALE

AGREEMENTS3) DELIVERY &

ACCEPTANCE RECEIPTS4) COMPENSATION / MONEY5) CAPACITY OF PARTIES

TO BUY AND SELL

Originatornever soldnotes to trust



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SECTION 3: Chain of Title and Note

Chain of Title and Chain of NoteRecorded Events on the Loan Including Foreclosure Issues and Securitization

Recorded Chain of Deed Possession Chain of Note Possession

Date Original Deed of Trust Date Note Holder

September 19, 2006Instrument #xxxxxxxxxxx

Official Records,Sonoma County

California

BorrowerXXXXX, Robert L & Ami C E

$2,737,500.00MIN: xxxxxxxxxxxxxxxxxx

FDIC as Receiver for WashingtonMutual Bank

September 19, 2006 Washington Mutual Bank



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REPORT SUMMARY

Deed of Trust:

On September 19, 2006, Robert Lee XXXXX and Ami Cheri Elizabeth XXXXX executednegotiable promissory note and a security interest in the form of a Deed of Trust in theamount of $2,737,500.00. This document was filed as document number 2007-xxxxxxxxxxin the Official Records of Sonoma County, California. The original lender of thepromissory note is Washington Mutual Bank, FA. The original trustee under this Deed ofTrust is California Reconveyance Company. Paragraph 20 of the Deed of Trust provides:“The Note or a partial interest in the Note (together with Security Instrument) can be soldone or more times without prior notice to Borrower.”

Paragraph 24 of the Deed of Trust provides: “Lender, at its option, may from time to timeappoint a successor trustee to any Trustee appointed hereunder by an instrument executedand acknowledged by Lender and recorded in the office of the Recorder of the county inwhich the Property is located. The instrument shall contain the name of the originalLender, Trustee and Borrower, the book and page where this Security Instrument is recordedand the name and address of the successor trustee. Without conveyance of the Property, thesuccessor trustee shall succeed to all the title, powers and duties conferred upon the Trusteeherein and by Applicable Law. This procedure for substitution of trustee shall govern tothe exclusion of all other provisions for substitution.”

Notice of Default:

As of the date of this report, no notice of default has been recorded against this property

Substitution of Trustee:

As of the date of this report, no substitution of trustee has been recorded in the public records.

Notice of Trustee’s Sale:

As of the date of this report, no notice of trustee’s sale has been recorded in the public records.

Assignment of Deed of Trust:

As of the date of this report, no assignment of the Deed of Trust has been recorded in the publicrecords

MERS: The Deed of Trust shows MIN 1001558-xxxxxxxxxxxxx and MERS SERVICER ID

website https://www.mers-servicerid.org/sis/search indicates that FDIC as Receiver forWashington Mutual Bank is the servicer and investor for this loan.



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The California Secretary of State Business Entity websites shows that MERS has anACTIVE status for agent of process.

Securitization:

An attempt was made to securitize the note into the WaMu Mortgage Pass ThroughCertificates Series 2006-AR15 Trust. However, the Trust agreement and Pooling andServicing Agreement indicate that Washington Mutual Bank has retained possession of andtitle to the note.



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SECTION 4: CONCLUSIONChain of Title

.

PARTY AORIGINATOR/LENDER

Washington Mutual Bank

PARTY BSPONSOR/SELLER

Washington Mutual Bank

Purchases loans fromoriginator; forms pool



2006-AR15

Issues Certificates

PARTY CDEPOSITOR


Creates issuing entity

DEED OF TRUST PATH

TRUSTEE/CUSTODIAN

LaSalle Bank NationalAssociation

Holds loan documents

ESCROW/TITLE COMPANY

Liberty Title Company

SERVICERSWashington Mutual Bank

Replaced by:BAC Home Loans

Servicing, LP

COUNTY RECORDER

Maintains assignmenthistory

MERS

Nominee and beneficiaryAssigns note and deed of

trust to parties

NOTE PATH

The Trust

Correct notepath for propersecuritization

Actual Note Path

CertificateHolders/Investors

Beneficial owners of thenotes

BORROWERMORTGAGOR

TRUSTORGRANTOR

Deed of TrustPromissory Note

NotePayments

Deed ofTrust path



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The key issues to be investigated with respect to the note and Deed of Trust are as follows:

Who owns the note, how and when did they obtain ownership, and what are the consequences?

Who holds the security instrument (Deed of Trust), when and how did they get the right to it andwhat are the consequences?

The Note

Who owns the note?

The lender on the original note is Washington Mutual Bank. A copy of the note held by the lenderwas not available for inspection. The wet ink copy would show any endorsements to the note thatmight reflect true sales of the note and any changes in ownership.

However, the note is shown as an asset of the WaMu Mortgage Pass Through Certificates Series2006-AR15 Trust.

The actual ownership of the note is unclear.

How and when did they obtain ownership?

According to the trust agreement, Washington Mutual Bank is the Custodian of the trust and holdsthe actual notes, and… an assignment of the mortgage transferring the beneficial interest under themortgage to the trustee or the trust will not be prepared or recorded. In addition, an assignment ofthe mortgage will not be prepared or recorded in connection with the sale of the mortgage loanfrom the mortgage loan seller to the depositor. In other words, Washington Mutual is stating thatthey do not intend to endorse the notes from the Seller/Sponsor (Washington Mutual Bank) to theDepositor (WaMu Asset Acceptance Corporation), which is the only entity that can deposit thenotes into the WaMu Mortgage Pass Through Certificates Series 2006-AR15 Trust.

In the Assignment section of the Trust agreement, it states.. A pool of mortgage loans, asdescribed in this prospectus supplement, will be sold to the Trust on October 25, 2006 (the“Closing Date”). The Trust will own the right to receive all payments of principal and interest onthe mortgage loans due after October 1, 2006 (the “Cut-Off Date”).

The assignment section goes on to state: The mortgage notes will not be endorsed to the Trustand no assignment of the mortgages to the Trust will be prepared. Washington Mutual Bank fsb, awholly-owned subsidiary of the servicer, will have possession of and will review the mortgage notesand mortgages as custodian for the Trust and financing statements will be filed evidencing theTrust’s interest in the mortgage loans. Again, Washington Mutual Bank, who is not the Depositor,will not deposit the notes in the trust and will retain possession of the notes as Custodian of thetrust.

However, in the Assignment of Trust Assets; Review of Files by Trustee section, the documentstates: At the time of issuance of any series of securities, the depositor will cause the pool ofmortgage assets or Mortgage Securities to be transferred to the related trust, together with all prin-cipal and interest received on or with respect to the mortgage assets or Mortgage Securities afterthe related cut-off date, other than principal and interest due on or before the cut-off date and other



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than any retained interest. The trustee will, concurrently with the assignment of mortgage assets orMortgage Securities, deliver the securities to the depositor in exchange for the trust assets

This section goes on to state: The depositor will, with respect to each mortgage asset, deliver orcause to be delivered to the trustee, or to the custodian, a mortgage note endorsed to the trustee, thetrust, or in blank, the original recorded mortgage with evidence of recording or filing indicated onit, and an assignment (except as to any mortgage loan registered on the MERS® System) to thetrustee, the trust, or in blank of the mortgage in a form for recording or filing as may be appropri-ate in the state where the mortgaged property is located; In these sections, the trust agreementstates that the note must be endorsed, the Deed of Trust must be recorded, and both documents mustbe delivered to the trustee (LaSalle Bank National Association). This must happen before the clos-ing date of October 25, 2006.

Despite the above, which creates uncertainty as to whether Washington Mutual Bank or the WaMuMortgage Pass Through Certificates Series 2006-AR15 Trust actually owns and has possessionof the notes, the trust agreement states on page S-40… It is the intent of the parties to the poolingagreement that the conveyance of the mortgage loans and the related assets to the Trust constitutean absolute sale of those assets. In the Pooling and Servicing Agreement, in Section 2.04-Conveyance of Mortgage Pool Assets; Security Interest, it states: The Company does herebyirrevocably sell, transfer, assign, set over and otherwise convey to the Trust, without recourse, allthe Company’s right, title and interest in and to the Mortgage Pool Assets. Section 2.04 goes on tostate: It is the express intent of the parties hereto that the conveyance of the Mortgage PoolAssets to the Trust by the Company as provided in this Section 2.04 be, and be construed as, anabsolute sale of the Mortgage Pool Assets. It is, further, not the intention of the parties that suchconveyance be deemed the grant of a security interest in the Mortgage Pool Assets by theCompany to the Trust to secure a debt or other obligation of the Company. However, in the eventthat, notwithstanding the intent of the parties, the Mortgage Pool Assets are held to be theproperty of the Company, or if for any other reason this Agreement is held or deemed to create asecurity interest in the Mortgage Pool Assets, then(a) this Agreement shall constitute a securityagreement;The Pooling and Service Agreement also states that it is the intention of the Depositor to categorizethe trust as a REMIC, which is not taxable, to avoid double taxation of the loan proceeds to theCertificate holders. In the PSA agreement, Section 2.06 REMIC Election for REMIC I, states thefollowing: The Servicer shall, on behalf of REMIC I, elect to treat such REMIC I as a REMICwithin the meaning of Section 860D of the Code

In order for the REMIC to qualify as a tax free entity, the process by which it acquired its assetsmust be through a clear chain of title and true sales. It must comply with FAS 140, which states:

A transfer of financial assets in which the transferor surrenders control over those assets is accounted for asa sale to the extent that consideration other than beneficial interests in the transferred assets is received inexchange. The transferor has surrendered control over transferred assets if and only if all of the followingconditions are met:

1. The transferred assets have been isolated from the transferor-put presumptively beyond thereach of the transferor and its creditors, even in bankruptcy or other receivership.

2. Each transferee (or, if the transferee is a qualifying special-purpose entity (SPE), each holderof its beneficial interests) has the right to pledge or exchange the assets (or beneficial inter-ests) it received, and no condition both constrains the transferee (or holder) from taking ad-



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vantage of its right to pledge or exchange and provides more than a trivial benefit to thetransferor.

3. The transferor does not maintain effective control over the transferred assets through either(1) an agreement that both entitles and obligates the transferor to repurchase or redeemthem before their maturity or (2) the ability to unilaterally cause the holder to return specificassets, other than through a cleanup call.

Based on the trust agreement and the Pooling and Servicing Agreement, it does not appear that atrue sale took place, and that the trust does not own the note.

What are the consequences?

If, indeed, this transaction represents a failed securitization, it is possible that the trustee of theWaMu Mortgage Pass Through Certificates Series 2006-AR15 Trust does not have the right toforeclose on the borrower because it does not have standing. This issue was addressed in an Ala-bama case, where the judge issued a summary judgment in favor of the homeowner that prevent thelender from foreclosing (Phyllis Horace vs. LaSalle Bank National Association, Et Al 57 CV-2008-000362.00).

The Deed of Trust

Who holds the Deed of Trust?

The original holder of the Deed of Trust is California Reconveyance Company, the trustee on theoriginal note. In the original Deed of Trust, paragraph 24 states: “Lender, at its option, may fromtime to time appoint a successor trustee to any Trustee appointed hereunder by an instrumentexecuted and acknowledged by Lender and recorded in the office of the Recorder of the county inwhich the Property is located. The instrument shall contain the name of the original Lender,Trustee and Borrower, the book and page where this Security Instrument is recorded and the nameand address of the successor trustee. Without conveyance of the Property, the successor trusteeshall succeed to all the title, powers and duties conferred upon the Trustee herein and by ApplicableLaw. This procedure for substitution of trustee shall govern to the exclusion of all otherprovisions for substitution.”

Despite the statements in the trust agreement and the PSA regarding ownership of the security inter-est in the note, there has been no recorded transfer (as is also required in these agreements) of theDeed of Trust to any other trustee.

How and when did it get there?According to the public records, there was no assignment of the Deed of Trust to another party.What are the consequences?The possible consequences are that the separation of the note and Deed of Trust make it impossiblefor the holder of the note to claim a perfected security interest and foreclose on the property.

.

Documents

Sample Securitization Audit by Robert Ramers