Back to top

WASHINGTON MUTUAL MORTGAGE SECURITIES CORP., as Depositor and Master Servicer and U.S. BANK NATIONAL ASSOCIATION, as Trustee and CHRISTIANA BANK TRUST COMPANY, as Delaware Trustee

Mortgage Agreement

WASHINGTON MUTUAL MORTGAGE SECURITIES CORP., as Depositor and Master Servicer and U.S. BANK NATIONAL ASSOCIATION, as Trustee and CHRISTIANA BANK  TRUST COMPANY, as Delaware Trustee | Document Parties: CHRISTIANA BANK  TRUST COMPANY | US BANK NATIONAL ASSOCIATION | WASHINGTON MUTUAL MORTGAGE SECURITIES CORP You are currently viewing:
This Mortgage Agreement involves

CHRISTIANA BANK TRUST COMPANY | US BANK NATIONAL ASSOCIATION | WASHINGTON MUTUAL MORTGAGE SECURITIES CORP

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: WASHINGTON MUTUAL MORTGAGE SECURITIES CORP., as Depositor and Master Servicer and U.S. BANK NATIONAL ASSOCIATION, as Trustee and CHRISTIANA BANK TRUST COMPANY, as Delaware Trustee
Governing Law: Delaware     Date: 7/9/2003

50 of the Top 250 law firms use our Products every day

EXECUTION VERSION

WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.,

as Depositor and Master Servicer

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

and

CHRISTIANA BANK & TRUST COMPANY,

as Delaware Trustee

POOLING AND SERVICING AGREEMENT

$668,109,543.72

Washington Mutual Mortgage Securities Corp.

WaMu Mortgage Pass-Through Certificates

Series 2003-S6

Cut-Off Date: June 1, 2003


TABLE OF CONTENTS

ARTICLE I   6  
Section 1.01. Definitions   6  
Aggregate Certificate Principal Balance   6  
Appraised Value:   6  
Assignment of Proprietary Lease   6  
Authenticating Agent   6  
Authorized Denomination   6  
Bankruptcy Coverage   7  
Bankruptcy Los   7  
Beneficial Holder   7  
Benefit Plan Opinion   7  
Book-Entry Certificates   7  
Business Day   7  
Buydown Agreement   7  
Buydown Fund   8  
Buydown Fund Account   8  
Buydown Loan   8  
Certificate   8  
Certificate Account   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 A Certificates   10  
Class A-L Regular Interests   10  
Class C-B-1 Certificates   10  
Class C-B-1-L Regular Interest   10  
Class C-B-2 Certificates   10  
Class C-B-2-L Regular Interest   10  
Class C-B-3 Certificates   10  
Class C-B-3-L Regular Interest   10  
Class C-B-4 Certificates   10  
Class C-B-4-L Regular Interest   10  
Class C-B-5 Certificates   10  
Class C-B-5-L Regular Interest   10  
Class C-B-6 Certificates   10  
Class C-B-6-L Regular Interest   10  
Class C-Y Principal Reduction Amounts   10  
Class C-Y Regular Interests   11  
Class C-Y-1 Principal Distribution Amount   11  
Class C-Y-1 Regular Interest   11  
Class C-Y-2 Principal Distribution Amount   11  
Class C-Y-2 Regular Interest   11  
Class C-Z Principal Reduction Amounts   11  
Class C-Z Regular Interests   11  
Class C-Z-1 Principal Distribution Amount   11  
Class C-Z-1 Regular Interest   12  
Class C-Z-2 Principal Distribution Amount   12  
Class C-Z-2 Regular Interest   12  
Class I-A Certificates   12  
Class I-A-L Regular Interest   12  
Class I-P Certificates   12  
Class I-P Fraction   12  
Class I-P Mortgage Loan   12  
Class I-P-L Regular Interest   12  
Class I-P-M Regular Interest   12  
Class I-X Certificates   12  
Class I-X Notional Amount   12  
Class I-X-L Regular Interest   13  
Class I-X-M Regular Interest   13  
Class II-A-1 Certificates   13  
Class II-A-1-L Regular Interest   13  
Class II-A-2 Certificates   13  
Class II-A-2-L Regular Interest   13  
Class II-A-3 Certificates   13  
Class II-A-3-L Regular Interest   13  
Class II-A-4 Certificates   13  
Class II-A-4-L Regular Interest   13  
Class II-A-5 Certificates   13  
Class II-A-5 Notional Amount   13  
Class II-A-6 Certificates   13  
Class II-A-6-L Regular Interest   13  
Class II-A-7 Certificates   14  
Class II-A-7 Notional Amount   14  
Class II-A-8 Certificates   14  
Class II-A-8/10-L Regular Interest   14  
Class II-A-9 Certificates   14  
Class II-A-9 Notional Amount   14  
Class II-A-10 Certificates   14  
Class II-A-11-L Regular Interest   14  
Class II-P Certificates   14  
Class II-P Fraction   14  
Class II-P Mortgage Loan   14  
Class II-P-L Regular Interest   14  
Class II-P-M Regular Interest   14  
Class II-X Certificates   15  
Class II-X Notional Amount   15  
Class II-X-L Regular Interest   15  
Class II-X-M Regular Interest   15  
Class Notional Amount   15  
Class P Certificates   15  
Class P Fraction   15  
Class P Mortgage Loan   15  
Class P-L Regular Interests   15  
Class P-M Regular Interests   15  
Class Principal Balance   15  
Class R Certificates   16  
Class R Residual Interests   16  
Class R-1 Residual Interest   16  
Class R-2 Residual Interest   17  
Class R-3 Residual Interest   17  
Class X Certificates   17  
Class X-L Regular Interest   17  
Class X-M Regular Interest   17  
Clearing Agency   17  
Closing Date   17  
Code   17  
Company   17  
Compensating Interest   17  
Cooperative   17  
Cooperative Apartment   18  
Cooperative Lease   18  
Cooperative Loans   18  
Cooperative Stock   18  
Cooperative Stock Certificate   18  
Corporate Trust Office   18  
Corporation   18  
Corresponding Class   18  
Curtailment   19  
Curtailment Shortfall   19  
Custodial Account for P&I   19  
Custodial Account for Reserves   19  
Custodial Agreement   20  
Custodian   20  
Cut-Off Date   20  
Definitive Certificates   20  
Delaware Trustee   20  
Depositary Agreement   20  
Destroyed Mortgage Note   20  
Determination Date   20  
Disqualified Organization   20  
Distribution Date   21  
DTC   21  
DTC Participant   21  
Due Date   21  
Eligible Institution   21  
Eligible Investments   21  
ERISA   23  
ERISA Restricted Certificate   23  
Event of Default   23  
Excess Liquidation Proceeds   23  
FDIC   23  
FHA   23  
Fannie Mae   23  
Final Maturity Date   23  
Fitch   23  
Fraud Coverage   23  
Fraud Loss   23  
Freddie Mac   24  
Group C-B Certificates   24  
Group C-B Percentage   24  
Group C-B-L Regular Interests   24  
Group I Certificates   24  
Group I Loans   24  
Group I Premium Rate Mortgage Loans   24  
Group I Senior Liquidation Amount   24  
Group I Senior Percentage   24  
Group I Senior Prepayment Percentage or Group II Senior Prepayment Percentage   24  
Group I Senior Principal Distribution Amount   26  
Group I Subordinate Balance   26  
Group I Subordinate Percentage   26  
Group I Subordinate Prepayment Percentage   26  
Group I-L Regular Interests   26  
Group II Certificates   26  
Group II Loans   26  
Group II Premium Rate Mortgage Loans   26  
Group II Senior Liquidation Amount   27  
Group II Senior Percentage   27  
Group II Senior Prepayment Percentage   27  
Group II Senior Principal Distribution Amount   27  
Group II Subordinate Balance   27  
Group II Subordinate Percentage   27  
Group II Subordinate Prepayment Percentage   27  
Group II-A Certificates   27  
Group II-A-L Regular Interests   27  
Group II-L Regular Interests   27  
Indirect DTC Participants   28  
Initial Custodial Agreement   28  
Initial Custodian   28  
Insurance Proceeds   28  
Interest Distribution Amount   28  
Interest Transfer Amount   28  
Investment Account   28  
Investment Depository   28  
Junior Subordinate Certificates   28  
Last Scheduled Distribution Date   29  
Lender   29  
LIBOR   29  
LIBOR Determination Date   30  
Liquidated Mortgage Loan   30  
Liquidation Principal   30  
Liquidation Proceeds   30  
Loan Group   30  
Loan Group I   30  
Loan Group II   30  
Loan-to-Value Ratio   30  
Lowest Class B Owner   30  
Master Servicer   30  
Master Servicer Business Day   30  
Master Servicing Fee   30  
MERS   31  
MERS Loan   31  
MERS(R)System   31  
MIN   31  
MOM Loan   31  
Monthly P&I Advance   31  
Monthly Payment   31  
Mortgage   31  
Mortgage File   31  
Mortgage Interest Rate   34  
Mortgage Loan Schedule   34  
Mortgage Loans   34  
Mortgage Note   35  
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  
Original Value   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  
Primary Insurance Policy   38  
Principal Balance   39  
Principal Payment   39  
Principal Payment Amount   39  
Principal Prepayment   39  
Principal Prepayment Amount   39  
Principal Transfer Amount   40  
Prior Period   40  
Pro Rata Allocation   40  
Prospectus   40  
Purchase Obligation   40  
Purchase Price   40  
Qualified Insurer   41  
Rating Agency   41  
Ratings   41  
Realized Loss   41  
Recognition Agreement   43  
Record Date   43  
Reference Banks   43  
Regular Interest Group   43  
Regular Interests   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   47  
REMIC II   47  
REMIC II Assets   47  
REMIC II Available Distribution Amount   47  
REMIC II Distribution Amount   47  
REMIC II Regular Interests   52  
REMIC III   52  
REMIC III Assets   52  
REMIC III Available Distribution Amount   53  
REMIC III Distribution Amount   53  
REMIC III Regular Interests   54  
Residual Certificates   54  
Residual Distribution Amount   54  
Responsible Officer   55  
S&P   55  
Secretary of State   55  
Securities Act   55  
Security Agreement   55  
Selling and Servicing Contract   55  
Senior Certificates   55  
Senior Subordinate Certificates   55  
Servicer   55  
Servicing Fee   55  
Servicing Officer   56  
Special Hazard Coverage   56  
Special Hazard Loss   56  
Special Primary Insurance Policy   57  
Special Primary Insurance Premium   57  
Statutory Trust Statute   57  
Stripped Interest Rate   57  
Subordinate Certificates   57  
Subordinate Component Balance   57  
Subordinate Liquidation Amount   57  
Subordinate Percentage   57  
Subordinate Principal Distribution Amount   57  
Subordinate Principal Prepayments Distribution Amount   58  
Subordination Level   58  
Substitute Mortgage Loan   58  
Tax Matters Person   58  
Termination Date   59  
Termination Payment   59  
Total Transfer Amount   59  
Transfer   59  
Transferee   59  
Transferee Affidavit and Agreement   59  
Trust   59  
Trustee   59  
Uncollected Interest   59  
Uncompensated Interest Shortfall   60  
Undercollateralized Group   60  
Underwriting Standards   60  
Uninsured Cause   60  
U.S. Person   60  
VA   61  
Withdrawal Date   61  
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   61  
Section 2.01   Creation of the Trust   61  
Section 2.02   Restrictions on Activities of the Trust.   62  
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:   63  
Section 2.04   Conveyance of Mortgage Pool Assets; Security Interest   64  
Section 2.05   Delivery of Mortgage Files   66  
Section 2.06   REMIC Election for REMIC I   67  
Section 2.07   Acceptance by Trustee   69  
Section 2.08   Representations and Warranties of the Company Concerning the Mortgage Loans   71  
Section 2.09   Acknowledgment of Transfer of Mortgage Pool Assets   75  
Section 2.10   Conveyance of REMIC I Regular Interests; Security Interest   75  
Section 2.11   REMIC Election for REMIC II   77  
Section 2.12   Acknowledgement of Transfer of REMIC II Assets.   78  
Section 2.13   Conveyance of REMIC II Regular Interests; Security Interest   78  
Section 2.14   REMIC Election for REMIC III   80  
Section 2.15   Acknowledgement of Transfer of REMIC III Assets; Authentication of Certificates   81  
Section 2.16   Legal Title.   81  
Section 2.17   Compliance with ERISA Requirements   81  
ARTICLE III   Administration and Servicing of Mortgage Loans   81  
Section 3.01   The Company to Act as Master Servicer   81  
Section 3.02   Custodial Accounts and Buydown Fund Accounts.   84  
Section 3.03   The Investment Account; Eligible Investments   85  
Section 3.04   The Certificate Account   86  
Section 3.05   Permitted Withdrawals from the Certificate Account, the Investment Account and Custodial Accounts for P&I and of Buydown Funds from the Buydown Fund Accounts   87  
Section 3.06   Maintenance of Primary Insurance Policies; Collections Thereunder   89  
Section 3.07   Maintenance of Hazard Insurance.   89  
Section 3.08   Enforcement of Due-on-Sale Clauses; Assumption Agreements   90  
Section 3.09   Realization Upon Defaulted Mortgage Loans   91  
Section 3.10   Trustee to Cooperate; Release of Mortgage Files.   93  
Section 3.11   Compensation to the Master Servicer and the Servicers   94  
Section 3.12   Reports to the Trustee; Certificate Account Statement   94  
Section 3.13   Annual Statement as to Compliance.   94  
Section 3.14   Access to Certain Documentation and Information Regarding the Mortgage Loans   95  
Section 3.15   Annual Independent Public Accountants' Servicing Report   95  
Section 3.16   [Reserved.]   95  
Section 3.17   [Reserved.]   95  
Section 3.18   [Reserved.]   95  
Section 3.19   [Reserved.]   95  
Section 3.20   Assumption or Termination of Selling and Servicing Contracts by Trustee   95  
ARTICLE IV   Payments to Certificateholders; Payment of Expenses   96  
Section 4.01   Distributions to Holders of REMIC I Regular Interests and Class R-1 Residual Interest   96  
Section 4.02   Advances by the Master Servicer; Distribution Reports to the Trustee   96  
Section 4.03   Nonrecoverable Advances.   98  
Section 4.04   Distributions to Holders of REMIC II Regular Interests and Class R-2 Residual Interest   98  
Section 4.05   Distributions to Certificateholders; Payment of Special Primary Insurance Premiums   99  
Section 4.06   Statements to Certificateholders   100  
ARTICLE V   The Certificates   101  
Section 5.01   The Certificates.   101  
Section 5.02   Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized Denominations   107  
Section 5.03   Registration of Transfer and Exchange of Certificates   107  
Section 5.04   Mutilated, Destroyed, Lost or Stolen Certificates 108  
Section 5.05   Persons Deemed Owners.   108  
Section 5.06   Temporary Certificates.   109  
Section 5.07   Book-Entry for Book-Entry Certificates.   109  
Section 5.08   Notices to Clearing Agency   110  
Section 5.09   Definitive Certificates   110  
Section 5.10   Office for Transfer of Certificates   111  
Section 5.11   Nature of Certificates   111  
ARTICLE VI   The Company and the Master Servicer   112  
Section 6.01   Liability of the Company and the Master Servicer.   112  
Section 6.02   Merger or Consolidation of the Company, or the Master Servicer   112  
Section 6.03   Limitation on Liability of the Company, the Master Servicer and Others   112  
Section 6.04   The Company and the Master Servicer not to Resign.   112  
Section 6.05   Trustee Access   113  
ARTICLE VII   Default   113  
Section 7.01   Events of Default.   113  
Section 7.02   Trustee to Act; Appointment of Successor.   116  
Section 7.03   Notification to Certificateholders.   117  
ARTICLE VIII   Concerning the Trustees   117  
Section 8.01   Duties of Trustees   117  
Section 8.02   Certain Matters Affecting the Trustees   119  
Section 8.03   Trustees Not Liable for Certificates or Mortgage Loans   120  
Section 8.04   Trustees May Own Certificates.   120  
Section 8.05   The Master Servicer to Pay Trustees' Fees and Expenses   120  
Section 8.06   Eligibility Requirements for Trustees.   121  
Section 8.07   Resignation and Removal of Trustees.   121  
Section 8.08   Successor Trustee.   122  
Section 8.09   Merger or Consolidation of Trustee.   122  
Section 8.10   Appointment of Co-Trustee or Separate Trustee.   123  
Section 8.11   Authenticating Agents.   124  
Section 8.12   Paying Agents.   125  
Section 8.13   Duties of Delaware Trustee   125  
Section 8.14   Amendment to Certificate of Trust.   126  
Section 8.15   Limitation of Liability.   126  
ARTICLE IX   Termination   126  
Section 9.01   Termination Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans   126  
Section 9.02   Additional Termination Requirements   128  
Section 9.03   Trust Irrevocable.   129  
ARTICLE X   Miscellaneous Provisions   129  
Section 10.01   Amendment   129  
Section 10.02   Recordation of Agreement.   130  
Section 10.03   Limitation on Rights of Certificateholders.   131  
Section 10.04   Access to List of Certificateholders.   132  
Section 10.05   Governing Law.   132  
Section 10.06   Notices.   132  
Section 10.07   Severability of Provisions.   132  
Section 10.08   Counterpart Signatures.   133  
Section 10.09   Benefits of Agreement.   133  
Section 10.10   Notices and Copies to Rating Agencies   133  
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   Mortgage Loan Schedule  
Exhibit E   Selling And Servicing Contract  
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 2.02  
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 and effective as of June 1, 2003 (this “ Agreement ”), is executed by and among Washington Mutual Mortgage Securities Corp., as depositor and Master Servicer (the “ Company ”), U.S. Bank National Association, a national banking association with a corporate trust office at One Federal Street, Third Floor, Boston, MA 02110, as Trustee (the “Trustee ”), and Christiana Bank & Trust Company, as Delaware Trustee (the “ 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. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Residual Interests) and the Class R-3 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC II Regular Interests and will be the owner of the Certificates. 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 REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 and Class R-2 Residual Interests) representing in the aggregate the entire beneficial interest in REMIC III. The Company is entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

        The Certificates issued hereunder, other than the Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated May 20, 2003, and a Prospectus Supplement, dated June 20, 2003, of the Company (together, the “ Prospectus ”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated June 24, 2003. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be 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, the Class R Residual Interests and the Certificates:

REMIC I Interests

Class Designation for
each REMIC I Regular
Interest 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   4 .500% $26,030 .05 July 2018  
Class C-Y-2   Regular   5 .000% 307,375 .91 July 2018  
Class C-Z-1   Regular   4 .500% 52,118,944 .67 July 2018  
Class C-Z-2   Regular   5 .000% 614,444,448 .09 July 2018  
Class I-X-M   Regular   4 .500%(2) ------   July 2018  
Class II-X-M   Regular   5 .000%(2) ------   July 2018  
Class I-P-M   Regular   (3 ) 15,160 .00 July 2018  
Class II-P-M   Regular   (3 ) 1,197,485 .00 July 2018  
Class R-1+   Residual   5 .000% 100 .00 July 2018  

  * 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 P-M Regular Interests, 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) Each Class of the Class X-M Regular Interests shall accrue interest on the related Class Notional Amount. The Class X-M Regular Interests shall not be entitled to receive any distributions of principal.

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

        As provided herein, with respect to REMIC I, the Company 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 REMIC II Regular
Interest and the Class
R-2 Residual Interest

Type of
Interest

Certificate
Interest
Rate (1)

Initial Class
Principal
Balance

Final Maturity
Date*

Class I-A-L   Regular   4 .500% $51,519,000 .00 July 2018  
Class II-A-1-L   Regular   5 .000% 99,000,000 .00 July 2018  
Class II-A-2-L   Regular   4 .500% 70,000,000 .00 July 2018  
Class II-A-3-L   Regular   4 .750% 273,871,000 .00 July 2018  
Class II-A-4-L   Regular   8 .000% 37,822,000 .00 July 2018  
Class II-A-6-L   Regular   5 .000% 50,000,000 .00 July 2018  
Class II-A-8/10-L   Regular   5 .000% 66,667,000 .00 July 2018  
Class II-A-11-L   Regular   4 .000% 10,000,000 .00 July 2018  
Class I-X-L   Regular   4 .500%(2) ------   July 2018  
Class II-X-L   Regular   5 .000%(2) ------   July 2018  
Class I-P-L   Regular   (3 ) 15,160 .00 July 2018  
Class II-P-L   Regular   (3 ) 1,197,485 .00 July 2018  
Class C-B-1-L   Regular   Varia ble(4) 4,007,000 .00 July 2018  
Class C-B-2-L   Regular   Varia ble(4) 1,001,000 .00 July 2018  
Class C-B-3-L   Regular   Varia ble(4) 1,335,000 .00 July 2018  
Class C-B-4-L   Regular   Varia ble(4) 667,000 .00 July 2018  
Class C-B-5-L   Regular   Varia ble(4) 333,000 .00 July 2018  
Class C-B-6-L   Regular   Varia ble(4) 674,798 .72 July 2018  
Class R-2 (5)   Residual   ------   ------   July 2018  

  * 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 to the REMIC II Regular Interests (other than the Class P-L Regular Interests, which shall not be entitled to receive any distributions of 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) Each Class of the Class X-L Regular Interests shall accrue interest on the related Class Notional Amount. The Class X-L Regular Interests shall not be entitled to receive any distributions of principal.

  (3) The Class P-L Regular Interests shall not be entitled to receive any distributions of interest. (4) The Certificate Interest Rate for each Class of the Group C-B-L Regular Interests shall equal, on any Distribution Date, the weighted average of the Certificate Interest Rates for the Class C-Y-1 and Class C-Y-2 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 Company 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.


REMIC III INTERESTS

Class Designation for
each Class of
Certificates
and the Class R-3
Residual Interest

Type of
Interest

Certificate
Interest
Rate (1)

Initial Class
Principal
Balance

Final Maturity
Date*

Class I-A   Regular   4 .500% $       51,519,000 .00 July 2018  
Class II-A-1   Regular   5 .000% 99,000,000 .00 July 2018  
Class II-A-2   Regular   4 .500% 70,000,000 .00 July 2018  
Class II-A-3   Regular   4 .750% 273,871,000 .00 July 2018  
Class II-A-4   Regular   (2 ) 37,822,000 .00 July 2018  
Class II-A-5   Regular   (3 ) ------   July 2018  
Class II-A-6   Regular   3 .440% 50,000,000 .00 July 2018  
Class II-A-7   Regular   5 .000%(4) ------   July 2018  
Class II-A-8   Regular   (5 ) 41,667,000 .00 July 2018  
Class II-A-9   Regular   (6 ) ------   July 2018  
Class II-A-10   Regular   (7 ) 25,000,000 .00 July 2018  
Class II-A-11   Regular   4 .000% 10,000,000 .00 July 2018  
Class I-X   Regular   4 .500%(4) ------   July 2018  
Class II-X   Regular   5 .000%(4) ------   July 2018  
Class I-P   Regular   (8 ) 15,160 .00 July 2018  
Class II-P   Regular   (8 ) 1,197,485 .00 July 2018  
Class C-B-1   Regular   Varia ble(9) 4,007,000 .00 July 2018  
Class C-B-2   Regular   Varia ble(9) 1,001,000 .00 July 2018  
Class C-B-3   Regular   Varia ble(9) 1,335,000 .00 July 2018  
Class C-B-4   Regular   Varia ble(9) 667,000 .00 July 2018  
Class C-B-5   Regular   Varia ble(9) 333,000 .00 July 2018  
Class C-B-6   Regular   Varia ble(9) 674,798 .72 July 2018  
Class R-3 (10)   Residual   ------   ------   July 2018  

  * 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 III 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 P Certificates, which shall not be entitled to receive any distributions of 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 Certificate Interest Rate for the Class II-A-4 Certificates shall equal LIBOR plus 0.400%, subject to a minimum and maximum Certificate Interest Rate of 0.400% and 8.000% per annum, respectively.

  (3) The Certificate Interest Rate for the Class II-A-5 Certificates shall equal 7.600% minus LIBOR, subject to a minimum and maximum Certificate Interest Rate of 0.000% and 7.600% per annum, respectively. The Class II-A-5 Certificates shall accrue interest on the Class II-A-5 Notional Amount. The Class II-A-5 Certificates shall not be entitled to receive any distributions of principal.

  (4) The Class II-A-7 Certificates and each Class of the Class X Certificates shall accrue interest on the related Class Notional Amount. The Class II-A-7 Certificates and each Class of the Class X Certificates shall not be entitled to receive any distributions of principal.

  (5) The Certificate Interest Rate for the Class II-A-8 Certificates shall equal LIBOR plus 0.400%, subject to a minimum and maximum Certificate Interest Rate of 0.400% and 8.000% per annum, respectively.

  (6) The Certificate Interest Rate for the Class II-A-9 Certificates shall equal 7.600% minus LIBOR, subject to a minimum and maximum Certificate Interest Rate of 0.000% and 0.050% per annum, respectively. The Class II-A-9 Certificates shall accrue interest on the Class II-A-9 Notional Amount. The Class II-A-9 Notional Amount is equal to 41,667/66,667 of the Class II-A-8/10-L Principal Balance. The Class II-A-9 Certificates shall not be entitled to receive any distributions of principal.

  (7) The Certificate Interest Rate for the Class II-A-10 Certificates shall equal 12.58333333% minus the product of LIBOR and 1.66666667%, per annum, subject to a minimum and maximum Certificate Interest Rate of 0.000% and 12.58333333% per annum.

  (8) The Class P Certificates shall not be entitled to receive any distributions of interest. (9) The Certificate Interest Rate for each Class of the Group C-B Certificates shall equal, on any Distribution Date, the weighted average of the Certificate Interest Rates for the Class C-Y-1 and Class C-Y-2 Regular Interests.

  (10) The Class R-3 Residual Interest shall be entitled to receive the applicable Residual Distribution Amount. The Class R-3 Residual Interest shall not be entitled to receive any distributions of interest or principal.

        As provided herein, with respect to REMIC III, the Company will cause an election to be made on behalf of REMIC III to be treated for federal income tax purposes as a REMIC. The Certificates (other than the Class R Certificates) will be designated regular interests in REMIC III, and the Class R-3 Residual Interest will be designated the sole class of residual interest in REMIC III, for purposes of the REMIC Provisions. As of the Cut-Off Date, the Mortgage Loans have an aggregate Principal Balance of $668,109,543.72. As of the Closing Date, the Certificates have an Aggregate Certificate Principal Balance of $668,109,543.72.

        In addition, the Trust will issue the Class R Certificates, which will represent ownership of the Class R-1, Class R-2 and Class R-3 Residual Interests.

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 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 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 REMIC II Regular Interests and (vi) issue the Certificates.

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

         Appraised Value : The amount set forth in an appraisal made by or for (a) the mortgage originator in connection with its origination of each Mortgage Loan (including a Mortgage Loan originated to refinance mortgage debt), (b) with respect to a Mortgage Loan originated to refinance mortgage debt, the originator of the mortgage debt that was refinanced or (c) the Servicer, at any time, in accordance with the Selling and Servicing Contract.

         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 the Class I-A, Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-6, Class II-A-8, Class II-A-10, Class II-A-11, Class I-P, Class II-P and Class C-B-1 through Class C-B-6 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 II-A-5, Class II-A-7, Class II-A-9 and Class 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%.

         Bankruptcy Coverage : $100,000 less (a) any scheduled or permissible reduction in the amount of Bankruptcy Coverage pursuant to the second paragraph of this definition and (b) Bankruptcy Losses allocated to the Certificates.

        The Bankruptcy Coverage may be reduced upon written confirmation from the Rating Agencies that such reduction will not adversely affect the then current ratings assigned to the Certificates by the Rating Agencies.

         Bankruptcy Loss : A loss on a Mortgage Loan arising out of (i) a reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of competent jurisdiction in a case under the United States Bankruptcy Code, other than any such reduction that arises out of clause (ii) of this definition of “Bankruptcy Loss,” including, without limitation, any such reduction that results in a permanent forgiveness of principal, or (ii) with respect to any Mortgage Loan, a valuation, by a court of competent jurisdiction in a case under such Bankruptcy Code, of the related Mortgaged Property in an amount less than the then outstanding Principal Balance of such Mortgage Loan.

         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 Master 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 Master Servicer or the Company.

         Book-Entry Certificates : The Class A, Class X, Class 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, St. Paul, Minnesota 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 or a Custodial Account for Reserves and monitored by a Servicer.

         Buydown Fund Account : A separate account or accounts created and maintained pursuant to Section 3.02 (a) with the corporate trust department of the Trustee or another financial institution approved by the Master Servicer, (b) within FDIC insured accounts (or other accounts with comparable insurance coverage acceptable to the Rating Agencies) created, maintained and monitored by a Servicer or (c) in a separate non-trust account without FDIC or other insurance in an Eligible Institution. Such account or accounts 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.

         Certificate : Any one of the Certificates issued pursuant to this Agreement, executed by the Trustee 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 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 pursuant to Section 3.04, which account shall bear a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Trust or any other account serving a similar function acceptable to the Rating Agencies. Funds in the Certificate Account in respect of the Mortgage Loans in each of the Loan Groups and amounts withdrawn from the Certificate Account attributable to each of such Loan Groups shall be accounted for separately. Funds in the Certificate Account may be invested in Eligible Investments pursuant to Section 3.04(b) and reinvestment earnings thereon shall be paid to the Master Servicer as additional servicing compensation. Funds deposited in the Certificate Account (exclusive of the Master 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, Section 4.04 and Section 4.05.

         Certificateholder or Holder : With respect to the Certificates, the person in whose name a Certificate is registered in the Certificate Register, except that, solely for the purposes of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Company, the Master 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 Master 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 REMIC II Regular Interests, the owner of the REMIC II Regular Interests, which as of the Closing Date shall be the Trust.

         Certificate Interest Rate : For each Class of Certificates and REMIC I and REMIC II Regular Interests, 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, 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, and all REMIC III Regular Interests or the Class R-3 Residual Interest having the same priority and rights to payments on the REMIC II Regular Interests from the REMIC III Available Distribution Amount, as applicable, which REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests and Class R Residual Interests, as applicable, shall be designated as a separate Class, and which, in the case of the Certificates (including the Class R Certificates representing ownership of the Class R Residual Interests), shall be set forth in the applicable forms of Certificates attached hereto as Exhibits A and B. Each Class of REMIC I Regular Interests and the Class R-1 Residual Interest shall be entitled to receive the amounts allocated to such Class pursuant to the definition of “REMIC I Distribution Amount” only to the extent of the REMIC I Available Distribution Amount for such Distribution Date remaining after distributions in accordance with prior clauses of the definition of “REMIC I Distribution Amount,” 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” and each Class of REMIC III Regular Interests and the Class R-3 Residual Interest shall be entitled to receive the amounts allocated to such Class pursuant to the definition of “REMIC III Distribution Amount” only to the extent of the REMIC III Available Distribution Amount for such Distribution Date remaining after distributions in accordance with prior clauses of the definition of “REMIC III Distribution Amount.”

         Class A Certificates: The Class I-A and Group II-A Certificates.

         Class A-L Regular Interests: The Class I-A-L and Group II-A-L Regular Interests.

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

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

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

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

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

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

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

         Class C-B-4-L Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

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

         Class C-B-5-L Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

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

         Class C-B-6-L Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

         Class C-Y Principal Reduction Amounts: For any Distribution Date, the amounts by which the Class Principal Balances of the Class C-Y-1 and Class C-Y-2 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 and Class C-Y-2 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-Z Principal Reduction Amounts : For any Distribution Date, the amounts by which the Class Principal Balances of the Class C-Z-1 and Class C-Z-2 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 (i.e. the “related Loan Group” for the Class C-Z-1 Regular Interest is Loan Group I and the “related Loan Group” for the Class C-Z-2 Regular Interest is Loan Group II) over the sum of the amounts thereof distributable (i) in the case of Loan Group I, to the Class I-P-M Regular Interest, and, in the case of Loan Group II, to the Class II-P-M Regular Interest, (ii) in the case of Loan Group I, to the Class I-X-M Regular Interest, and, in the case of Loan Group II, to the Class II-X-M Regular Interest, (iii) in respect of interest on such Class C-Z Regular Interest and the related Class C-Y Regular Interest, (iv) to such Class C-Z Regular Interest and the related Class C-Y Regular Interest pursuant to clause (c)(ii) of the definition of “REMIC I Distribution Amount” and (v) in the case of Loan Group II, to the Class R-1 Residual Interest and (y) the amount of Realized Losses allocable to principal for the related Loan Group (reduced, in the case of Loan Group I, by the amount allocable to the Class I-P-M Regular Interest, and, in the case of Loan Group II, by the amount allocable to the Class II-P-M Regular Interest) over (B) the Class C-Y Principal Reduction Amount for the related Loan Group.

         Class C-Z Regular Interests: The Class C-Z-1 and Class C-Z-2 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 I-A Certificates : The Certificates designated as “Class I-A” on the face thereof in substantially the form attached hereto as Exhibit A.

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

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

         Class I-P Fraction : For each Class I-P Mortgage Loan, a fraction, the numerator of which is 4.500% less the Pass-Through Rate on such Class I-P Mortgage Loan and the denominator of which is 4.500%.

         Class I-P Mortgage Loan: Any Group I Loan with a Pass-Through Rate of less than 4.500% per annum.

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

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

         Class I-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 payments scheduled to be received as of such Due Date, whether or not received (and after giving effect to Principal Prepayments, Monthly P&I Advances and the principal portion of Realized Losses applied prior to such Due Date), or with respect to the initial Distribution Date, as of the Cut-Off Date, of the Group I Premium Rate Mortgage Loans and (y) a fraction, the numerator of which is the weighted average of the Stripped Interest Rates for the Group I Premium Rate Mortgage Loans as of such Due Date and the denominator of which is 4.500%.

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

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

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

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

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

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

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

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

         Class II-A-4-L Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

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

         Class II-A-5 Notional Amount : For any Distribution Date, the Class II-A-4 Principal Balance immediately before such Distribution Date.

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

         Class II-A-6-L Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

         Class II-A-7 Certificates : The Certificates designated as “Class II-A-7” on the face thereof in substantially the form attached hereto as Exhibit A.

         Class II-A-7 Notional Amount : For any Distribution Date, the Class II-A-6 Principal Balance immediately before such Distribution Date multiplied by 156/500.

         Class II-A-8 Certificates : The Certificates designated as “Class II-A-8” on the face thereof in substantially the form attached hereto as Exhibit A.

         Class II-A-8/10-L Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

         Class II-A-9 Certificates : The Certificates designated as “Class II-A-9” on the face thereof in substantially the form attached hereto as Exhibit A.

         Class II-A-9 Notional Amount : For any Distribution Date, the Class II-A-8 Principal Balance immediately before such Distribution Date.

         Class II-A-10 Certificates : The Certificates designated as “Class II-A-10” on the face thereof in substantially the form attached hereto as Exhibit A.

         Class II-A-11 Certificates : The Certificates designated as “Class II-A-11” on the face thereof in substantially the form attached hereto as Exhibit A.

         Class II-A-11-L Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

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

         Class II-P Fraction : For each Class II-P Mortgage Loan, a fraction, the numerator of which is 5.000% less the Pass-Through Rate on such Class II-P Mortgage Loan and the denominator of which is 5.000%.

         Class II-P Mortgage Loan: Any Group II Loan with a Pass-Through Rate of less than 5.000% per annum.

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

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

         Class II-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 payments scheduled to be received as of such Due Date, whether or not received (and after giving effect to Principal Prepayments, Monthly P&I Advances and the principal portion of Realized Losses applied prior to such Due Date), or with respect to the initial Distribution Date, as of the Cut-Off Date, of the Group II Premium Rate Mortgage Loans and (y) a fraction, the numerator of which is the weighted average of the Stripped Interest Rates for the Group II Premium Rate Mortgage Loans as of such Due Date and the denominator of which is 5.000%.

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

         Class II-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 Notional Amount : With respect to any of the Class X Certificates, the Class X-L Regular Interests, the Class X-M Regular Interests, the Class II-A-5, Class II-A-7 and Class II-A-9 Certificates, the related notional amount for such Class, as specified herein (e.g., the “Class Notional Amount” for the Class I-X Certificates, the Class I-X-L Regular Interest and the Class I-X-M Regular Interest is the Class I-X Notional Amount).

         Class P Certificates : The Class I-P and Class II-P Certificates. As such term is used herein, the Class I-P Certificates are “related” to the Class I-P Mortgage Loans and the Class II-P Certificates are “related” to the Class II-P Mortgage Loans.

         Class P Fraction: Any Class I-P or Class II-P Fraction, as applicable.

         Class P Mortgage Loan: Any of the Class I-P or Class II-P Mortgage Loans.

         Class P-L Regular Interests : The Class I-P-L and Class II-P-L Regular Interests. As such term is used herein, the Class I-P-L Regular Interest is “related” to the Class I-P Mortgage Loans and the Class II-P-L Regular Interest is “related” to the Class II-P Mortgage Loans.

         Class P-M Regular Interests : The Class I-P-M and Class II-P-M Regular Interests. As such term is used herein, the Class I-P-M Regular Interest is “related” to the Class I-P Mortgage Loans and the Class II-P-M Regular Interest is “related” to the Class II-P Mortgage Loans.

         Class Principal Balance : For any Class of Certificates or 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 Certificateholders or the Holders of the Regular Interests from principal payments on the Mortgage Loans, the REMIC I Regular Interests or the REMIC II Regular Interests, as applicable, as reduced from time to time by (x) distributions of principal to the Certificateholders or the Holders of the REMIC I or REMIC II Regular Interests 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 Group C-B Certificates and the Group C-B-L Regular Interests 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 Certificates and 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,” “REMIC II Distribution Amount” and “REMIC III Distribution Amount.”

        Notwithstanding the foregoing, (A) any amounts distributed in respect of principal losses pursuant to paragraph (c)(i) or (c)(ii) of the definition of “REMIC II Distribution Amount” shall not cause a reduction in the Class Principal Balances of the Class P Certificates or Class P-L Regular Interests, (B) any amounts distributed in respect of principal losses pursuant to paragraph (c)(xxi) of the definition of “REMIC II Distribution Amount” shall not cause a reduction in the Class Principal Balances of the REMIC II Regular Interests or their Corresponding Classes, (C) any amounts distributed in respect of principal losses pursuant to clause (c)(i) of the definition of “REMIC I Distribution Amount” shall not cause a reduction in the Class Principal Balance of the Class P-M Regular Interests and (D) any amounts distributed in respect of principal losses pursuant to clause (c)(ii) of the definition of “REMIC I Distribution Amount” shall not cause a reduction in the Class Principal Balances of the REMIC I Regular Interests.

        The Class Principal Balance for the Class I-A Certificates shall be referred to as the “Class I-A Principal Balance,” the Class Principal Balance for the Class I-A-L Regular Interest shall be referred to as the “Class I-A-L Principal Balance” and so on. The Class Principal Balances for the Class X Certificates, the Class X-L Regular Interests, the Class X-M Regular Interests, the Class II-A-5 Certificates, the Class II-A-7 Certificates and the Class II-A-9 Certificates shall each 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, Class R-2 and Class R-3 Residual Interests, each of which Class of Residual Interests has been designated as the sole class of “residual interest” in REMIC I, REMIC II and REMIC III, respectively, pursuant to Section 2.06, Section 2.11 and Section 2.14, respectively, for purposes of Section 860G(a)(2) of the Code.

         Class R Residual Interests : The Class R-1, Class R-2 and Class R-3 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. The Class R-1 Residual Interest, together with the REMIC I Regular Interests, shall be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC I Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute.

         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 2.11. The Class R-2 Residual Interest, together with the REMIC II Regular Interests, shall be deemed to 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.

         Class R-3 Residual Interest : The uncertificated undivided beneficial interest in REMIC III which has been designated as the single class of “residual interest” in REMIC III pursuant to Section 2.14. The Class R-3 Residual Interest, together with the REMIC III Regular Interests, shall be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute.

         Class X Certificates: The Class I-X and Class II-X Certificates.

         Class X-L Regular Interest: The Class I-X-L and Class II-X-L Regular Interests.

         Class X-M Regular Interest: The Class I-X-M and Class II-X-M Regular Interests.

         Clean-Up Call Percentage: 5%.

         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 : June 24, 2003, which is the date of settlement of the sale of the Certificates to the original purchasers thereof.

         Code: The Internal Revenue Code of 1986, as amended.

         Company: Washington Mutual Mortgage Securities Corp., a Delaware corporation, or its successor-in-interest.

         Compensating Interest : For any Distribution Date with respect to each Loan Group and the Mortgage Loans contained therein, the lesser of (i) the sum of (a) the aggregate Master Servicing Fee payable with respect to such Loan Group on such Distribution Date, (b) the aggregate Payoff Earnings with respect to such Loan Group for such Distribution Date and (c) the aggregate Payoff Interest with respect to such Loan Group for such Distribution Date and (ii) the aggregate Uncollected Interest with respect to such Loan Group for 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 (i) a Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an assignment or mortgage of the Cooperative Lease, (iv) financing statements and (v) a stock power (or other similar instrument), and ancillary thereto, a Recognition Agreement, each of which was transferred and assigned to the Trust pursuant to Section 2.04.

         Cooperative Stock : With respect to a Cooperative Loan, the single outstanding class of 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 One Federal Street, Third Floor, Boston, MA 02110, Attention: Corporate Trust Washington Mutual 2003-S6.

         Corporation : Any Person (other than an individual, partnership, joint venture or unincorporated organization) incorporated, associated, organized, chartered or existing under the laws of any state or under the federal laws of the United States of America; provided , that such Person have indefinite existence under the law of its domicile.

         Corresponding Class : With respect to the Certificates and the REMIC II Regular Interests, the “Corresponding Class” shall be as indicated in the following table:

Class I-A-L   Class I-A  
Class II-A-1-L   Class II-A-1  
Class II-A-2-L   Class II-A-2  
Class II-A-3-L   Class II-A-3  
Class II-A-4-L   Class II-A-4  
Class II-A-6-L   Class II-A-6  
Class II-A-11-L   Class II-A-11  
Class I-X-L   Class I-X  
Class II-X-L   Class II-X  
Class I-P-L   Class I-P  
Class II-P-L   Class II-P  
Class C-B-1-L   Class C-B-1  
Class C-B-2-L   Class C-B-2  
Class C-B-3-L   Class C-B-3  
Class C-B-4-L   Class C-B-4  
Class C-B-5-L   Class C-B-5  
Class C-B-6-L   Class C-B-6  

         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 applied with a Monthly Payment in the Prior Period other than a Prepaid Monthly Payment, an amount equal to one month’s interest on such Curtailment at the applicable Pass-Through Rate on such Mortgage Loan.

         Custodial Account for P&I : The Custodial Account for principal and interest established and maintained by each Servicer pursuant to its Selling and Servicing Contract and caused by the Master Servicer to be established and maintained pursuant to Section 3.02 (a) with the corporate trust department of the Trustee or another financial institution approved by the Master Servicer such that the rights of the Master Servicer, the Trustee, the Trust, the Delaware Trustee and the Certificateholders thereto shall be fully protected against the claims of any creditors of the applicable Servicer and 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 a Servicer or (c) in a separate non-trust account without FDIC or other insurance in 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. Any amount that is at any time not protected or insured in accordance with the first sentence of this definition of “Custodial Account for P&I” shall promptly be withdrawn from such Custodial Account for P&I and be remitted to the Investment Account.

         Custodial Account for Reserves : The Custodial Account for Reserves established and maintained by each Servicer pursuant to its Selling and Servicing Contract and caused by the Master Servicer to be established and maintained pursuant to Section 3.02 (a) with the corporate trust department of the Trustee or another financial institution approved by the Master Servicer such that the rights of the Master Servicer, the Trustee, the Trust, the Delaware Trustee and the Certificateholders thereto shall be fully protected against the claims of any creditors of the applicable Servicer and 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 a Servicer or (c) in a separate non-trust account without FDIC or other insurance in an Eligible Institution. In the event that a Custodial Account for Reserves is established pursuant to clause (b) of the preceding sentence, amounts held in such Custodial Account for Reserves shall not exceed the level of deposit insurance coverage on such account; accordingly, more than one Custodial Account for Reserves may be established. Any amount that is at any time not protected or insured in accordance with the first sentence of this definition of “Custodial Account for Reserves” shall promptly be withdrawn from such Custodial Account for Reserves and be remitted to the Investment Account.

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

         Custodian : A custodian which is appointed by the Trustee with the consent of the Master 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 Master Servicer. The Trustee shall remain at all times responsible under the terms of this Agreement, notwithstanding the fact that certain duties have been assigned to a Custodian.

         Cut-Off Date: June 1, 2003.

         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 June 23, 2003 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 Master Servicer.

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

         Distribution Date : With respect to distributions on the REMIC I Regular Interests, the 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 July 25, 2003. 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 broker, dealer, bank, other financial institution or other 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 and special Custodial Account for Reserves, 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. Such institution may be the Servicer if the applicable Selling and Servicing Contract requires the Servicer to provide the Master Servicer with written notice on the Business Day following the date on which the Servicer determines that such Servicer’s short-term debt and unsecured long-term debt ratings fail to meet the requirements of the prior sentence. Notwithstanding the foregoing, Washington Mutual Bank, FA shall be an “Eligible Institution” if the following conditions are satisfied: (i) Washington Mutual Bank, FA 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, FA are rated no lower than “A-” by S&P and the short-term unsecured debt obligations of Washington Mutual Bank, FA 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, FA are rated no lower than “A” by Fitch and the short-term unsecured debt obligations of Washington Mutual Bank, FA 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, FA are rated no lower than “A2” by Moody’s and the short-term unsecured debt obligations of Washington Mutual Bank, FA 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, FA are downgraded by any of the Rating Agencies to a rating lower than the applicable rating specified in this sentence, Washington Mutual Bank, FA shall cease to be an “Eligible Institution” ten Business Days after notification of such downgrade.

         Eligible Investments : Any one or more of the obligations or securities listed below in which funds deposited in the Investment Account, the Certificate Account, the Custodial Account for P&I and the Custodial Account for Reserves may be invested:

    (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 Trustee in its commercial capacity) 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 any U.S. bank or trust company incorporated under the laws of the United States or any state (including the Trustee in its commercial capacity), 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 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 Securities and Exchange 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 obligation or security 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 be an Eligible Investment if such instrument (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: Any event of default as specified in Section 7.01.

         Excess Liquidation Proceeds : With respect to any Distribution Date, the excess, if any, of aggregate Liquidation 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 on the date such Liquidation Proceeds were received.

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

         FHA: Federal Housing Administration, or any successor thereto.

         Fannie Mae: The entity formerly known as the Federal National Mortgage Association, or any successor thereto.

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

         Fitch: Fitch Ratings, provided that at any time it be a Rating Agency.

         Fraud Coverage: During the period prior to the first anniversary of the Cut-Off Date, 1.00% of the aggregate principal balance of the Mortgage Loans as of the Cut-Off Date (the “Initial Fraud Coverage”), reduced by Fraud Losses allocated to the Certificates since the Cut-Off Date; during the period from the first anniversary of the Cut-Off Date to (but not including) the fifth anniversary of the Cut-Off Date, the amount of the Fraud Coverage on the most recent previous anniversary of the Cut-Off Date (calculated in accordance with the second sentence of this paragraph) reduced by Fraud Losses allocated to the Certificates since such anniversary; and during the period on and after the fifth anniversary of the Cut-Off Date, zero. On each anniversary of the Cut-Off Date, the Fraud Coverage shall be reduced to the lesser of (i) on the first and second anniversaries of the Cut-Off Date, 1.00% and on the third and fourth anniversaries of the Cut-Off Date, 0.50%, of the aggregate principal balance of the Mortgage Loans as of the Due Date in the preceding month and (ii) the excess of the Initial Fraud Coverage over cumulative Fraud Losses allocated to the Certificates since the Cut-Off Date.

        The Fraud Coverage may be reduced upon written confirmation from the Rating Agencies that such reduction will not adversely affect the then current ratings assigned to the Certificates by the Rating Agencies.

         Fraud Loss : A Realized Loss (or portion thereof) with respect to a Mortgage Loan arising from any action, event or state of facts with respect to such Mortgage Loan which, because it involved or arose out of any dishonest, fraudulent, criminal, negligent or knowingly wrongful act, error or omission by the Mortgagor, originator (or assignee thereof) of such Mortgage Loan, Lender, a Servicer or the Master Servicer, would result in an exclusion from, denial of, or defense to coverage which otherwise would be provided by a Primary Insurance Policy previously issued with respect to such Mortgage Loan.

         Freddie Mac: The entity formerly known as the Federal Home Loan Mortgage Corporation, or any successor thereto.

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

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

         Group C-B-L Regular Interests : The Class C-B-1-L, Class C-B-2-L, Class C-B-3-L, Class C-B-4-L, Class C-B-5-L and Class C-B-6-L Regular Interests.

         Group I Certificates: The Class I-A, Class I-P and Class I-X Certificates.

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

         Group I Premium Rate Mortgage Loans : The Group I Loans having Pass-Through Rates greater than or equal to 4.500% per annum.

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

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

         Group I Senior Prepayment Percentage or Group II Senior Prepayment Percentage : For any Distribution Date, each of the Group I Senior Prepayment Percentage and the Group II Senior Prepayment Percentage shall equal 100%, unless (i) the Group I Senior Percentage for such Distribution Date is less than or equal to the Group I Senior Percentage as of the Closing Date and the Group II Senior Percentage for such Distribution Date is less than or equal to the Group II 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 (d) are met with respect to each of Loan Group I and Loan Group II:

  (a) the mean aggregate Principal Balance as of the Distribution Date in each of the immediately preceding six calendar months of the Group I Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in foreclosure and Mortgaged Properties held by REMIC I) is less than or equal to 50% of the Subordinate Component Balance for Loan Group I 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 II Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in foreclosure and Mortgaged Properties held by REMIC I) is less than or equal to 50% of the Subordinate Component Balance for Loan Group II as of the current Distribution Date,

  (c) cumulative Realized Losses on the Group I Loans allocated to the Group C-B-L Regular Interests, as a percentage of the Subordinate Component Balance for Loan Group I 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

  (d) cumulative Realized Losses on the Group II Loans allocated to the Group C-B-L Regular Interests, as a percentage of the Subordinate Component Balance for Loan Group II 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 I Senior Prepayment Percentage and the Group II 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 I Senior Percentage or the Group II 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 I Senior Percentage or the Group II 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 I Senior Percentage or the Group II 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 I Senior Percentage or the Group II 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 I Senior Percentage or the Group II Senior Percentage, as applicable, for such Distribution Date.

        If on any Distribution Date the allocation to the Group I-L or Group II-L Regular Interests of Principal Prepayments in the percentage required would reduce the aggregate Class Principal Balance of such Regular Interests below zero, the Group I Senior Prepayment Percentage or the Group II Senior Prepayment Percentage, as applicable, for such Distribution Date shall be limited to the percentage necessary to reduce the aggregate Class Principal Balance of such Regular Interests to zero. Notwithstanding the foregoing, however, on each Distribution Date, the Class I-P-L Regular Interest (and the Class I-P Certificates) shall receive the applicable Class P Fraction of all principal payments, including, without limitation, Principal Prepayments, received in respect of Class I-P Mortgage Loans, and the Class II-P-L Regular Interest (and the Class II-P Certificates) shall receive the applicable Class P Fraction of all principal payments, including, without limitation, Principal Prepayments, received in respect of Class II-P Mortgage Loans.

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

         Group I Subordinate Balance : For any date of determination, an amount equal to the then outstanding aggregate Principal Balance of the Group I Loans reduced by the aggregate Class Principal Balance of the Class I-A and Class I-P Certificates.

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

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

         Group I-L Regular Interests: The Class I-A-L, Class I-P-L and Class I-X-L Regular Interests.

         Group II Certificates: The Group II-A, Class II-X and Class II-P Certificates.

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

         Group II Premium Rate Mortgage Loans : The Group II Loans having Pass-Through Rates greater than or equal to 5.000% per annum.

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

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

         Group II Senior Prepayment Percentage: See the definition of "Group I Senior Prepayment Percentage or Group II Senior Prepayment Percentage.”

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

         Group II Subordinate Balance : For any date of determination, an amount equal to the then outstanding aggregate Principal Balance of the Group II Loans reduced by the aggregate Class Principal Balance of the Group II-A, Class II-P and Residual Certificates.

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

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

         Group II-A Certificates : The Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, Class II-A-10, and Class II-A-11 Certificates.

         Group II-A-L Regular Interests : The Class II-A-1-L, Class II-A-2-L, Class II-A-3-L, Class II-A-4-L, Class II-A-6-L, Class II-A-8/10-L and Class II-A-11-L Regular Interests.

         Group II-L Regular Interests: The Group II-A-L, Class II-P-L and Class II-X-L Regular Interests.

         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 Master Servicer and the Initial Custodian.

         Initial Custodian : Washington Mutual Bank fsb, which has been designated by the Company to be appointed by the Trustee to act as Custodian, and whose appointment has been approved by the Master Servicer.

         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 required pursuant to Section 2.08 and any FHA insurance policy or VA guaranty.

         Interest Distribution Amount : For any Distribution Date, for any Class of the REMIC I Regular Interests, the REMIC II Regular Interests and the Class R-1 Residual Interest, the amount of interest accrued during the Prior Period (or, in the case of the Class II-A-4-L and Class II-A-8/10-L Regular Interests, during the period beginning on the 25th day of the preceding calendar month and ending on the 24th day of the month of the Distribution Date), 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 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 Amounts for the Class P-L and Class P-M Regular Interests 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 4.500% per annum if the Undercollateralized Group is Loan Group I and at 5.000% if the Undercollateralized Group is Loan Group II, 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 Master 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, or another bank or trust company designated from time to time by the Master Servicer. The Investment Depository shall at all times be an Eligible Institution.

         Junior Subordinate Certificates: The Class C-B-4, Class C-B-5 and Class C-B-6 Certificates.

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

         Lender: An institution from which the Company purchased any Mortgage Loans pursuant to a Selling and Servicing Contract.

         LIBOR : With respect to the first Distribution Date, 1.260%; and with respect to each Distribution Date thereafter, the London Interbank Offered Rate for one-month United States dollar deposits determined by the Master Servicer on the LIBOR Determination Date on the basis of quotations provided by each of the Reference Banks as of approximately 11:00 a.m. (London time) on the LIBOR Determination Date as such quotations appear on The Bloomberg Professional Service, as follows:

  (A) in the event that only one or none of the Reference Banks provides such quotations, the higher of:

  (i) LIBOR as determined on the immediately preceding LIBOR Determination Date (or, in the case of the first LIBOR Determination Date, 1.260%), and

  (ii) the Reserve Rate. The “Reserve Rate” will be the rate per annum (rounded upward, if necessary, to the nearest multiple of 1/16th of 1%) that the Master Servicer determines to be either

(x)         the arithmetic mean of the offered quotations that the leading banks in New York City selected by the Master Servicer in its sole discretion are then quoting on the relevant LIBOR Determination Date for one-month United States dollar deposits to the principal London office of each of the Reference Banks or those of them (being at least two in number) to which such offered quotations are, in the opinion of the Master Servicer, being so made, or

(y)         in the event that the Master Servicer can determine no such arithmetic mean, the arithmetic mean of the offered quotations that the leading banks in New York City selected by the Master Servicer in its sole discretion are quoting on such LIBOR Determination Date to leading European banks for one-month United States dollar deposits, provided, however, that if the banks selected by the Master Servicer are not then so quoting, LIBOR shall be as determined on the immediately preceding LIBOR Determination Date (or, in the case of the first LIBOR Determination Date, 1.260%);

  (B) otherwise, the arithmetic mean (rounded upward, if necessary, to the nearest multiple of 1/16th of 1%) of such offered quotations

the establishment of which, in each case, shall be final and binding in the absence of manifest error.

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

         Liquidated Mortgage Loan : A Mortgage Loan (other than a Mortgage Loan with respect to which a Payoff has been made) for which the Master Servicer or the applicable 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 received (exclusive of the portion thereof attributable to distributions to the Class P-L Regular Interests pursuant to clauses (a)(i) and (b)(i) of the definition of “REMIC II Distribution Amount”) with respect to each Mortgage Loan which became a Liquidated Mortgage Loan (but not in excess of the principal balance thereof) during the Prior Period.

         Liquidation Proceeds : Amounts after deduction of amounts reimbursable under Section 3.05(a)(i) and (ii) received and retained in connection with the liquidation of defaulted Mortgage Loans, whether through foreclosure or otherwise.

         Loan Group: Loan Group I or Loan Group II, as applicable.

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

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

         Loan-to-Value Ratio : The original principal amount of a Mortgage Loan divided by the Original Value; provided, however, that references to “current Loan-to-Value Ratio” or “Loan-to-Value Ratio as of the Cut-Off Date” in Section 2.08 shall be deemed to mean the then current Principal Balance of a Mortgage Loan divided by the Original Value.

         Lowest Class B Owner : An owner unaffiliated with the Company or the Master Servicer of (i) a 100% interest in the Class of Group C-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.

         Master Servicer : The Company, 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.

         Master Servicer Business Day : Any day other than a Saturday, a Sunday, or a day on which banking institutions in Chicago, Illinois are authorized or obligated by law or executive order to be closed.

         Master Servicing Fee : The fee charged by the Master Servicer for supervising the mortgage servicing and advancing certain expenses, equal to a per annum rate set forth for each Mortgage Loan in Exhibit D on the outstanding Principal Balance of such Mortgage Loan, payable monthly from the Certificate Account, the Investment Account or the Custodial Account for P&I.

         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 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 Mortgage 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 Mortgage.

         Monthly P&I Advance : An advance of funds by the Master Servicer pursuant to Section 4.02 or a Servicer pursuant to its Selling and Servicing Contract to cover delinquent principal and interest installments.

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

         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 transferred and assigned by the Company pursuant to Section 2.04, (X) with respect to each Mortgage Loan that is not a Cooperative Loan:

  (i) The original Mortgage Note endorsed (A) in blank, without recourse, or (B) to “U.S. Bank National Association, as Custodian/Trustee, without recourse” or to “WaMu Mortgage Pass-Through Certificates Series 2003-S6 Trust, without recourse” and all intervening endorsements evidencing a complete chain of endorsements from the originator to the Trustee or the Trust, as applicable, 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 or the Company (or any affiliate of the Company from which the Company acquired the Mortgage Loan), 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 the Company acquired the Mortgage Loan from an affiliate of the Company, then the Mortgage Note (or portion thereof, as applicable) need not be endorsed in blank or to U.S. Bank National Association or the Trust as provided above (but, if not so endorsed, shall be made payable to, or endorsed by the mortgagee named therein to, such affiliate of the Company);

  (ii) The Buydown Agreement, if applicable;

  (iii) A Mortgage that is either

  (1) 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 Mortgage assignment thereof duly executed and acknowledged in recordable form (A) in blank or (B) to “U.S. Bank National Association, as Custodian/Trustee,” or to “WaMu Mortgage Pass-Through Certificates Series 2003-S6 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 name holder or the payee endorsing the related Mortgage Note (or, in the case of a MERS Loan other than a MOM Loan, from the originator to MERS); 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 related Lender 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 Mortgage assignment thereof duly executed and acknowledged in recordable form (A) in blank or (B) to “U.S. Bank National Association, as Custodian/Trustee,” or to “WaMu Mortgage Pass-Through Certificates Series 2003-S6 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 or Lender as described above, of all intervening assignments evidencing a complete chain of assignment from the originator to the name holder or the payee endorsing the related Mortgage Note (or, in the case of a MERS Loan other than a MOM Loan, from the originator to MERS);

  provided, however, that in the event the Company acquired the Mortgage Loan from an affiliate of the Company, then the Mortgage File need not include a Mortgage assignment executed in blank or to U.S. Bank National Association 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 such affiliate of the Company, include an intervening Mortgage assignment to such affiliate as provided in clause (X)(iii)(1)(z) or (X)(iii)(2)(z) above, 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, or (B) to “U.S. Bank National Association, as Custodian/Trustee, without recourse” or to “WaMu Mortgage Pass-Through Certificates Series 2003-S6 Trust, without recourse,” and all intervening endorsements evidencing a complete chain of endorsements, from the originator to the Trustee or the Trust, as applicable, 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 or the Company (or any affiliate of the Company from which the Company acquired the Mortgage Loan), 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 the Company acquired the Cooperative Loan from an affiliate of the Company, then the Mortgage Note need not be endorsed in blank or to U.S. Bank National Association or the Trust as provided above (but, if not so endorsed, shall be made payable to, or endorsed by the originator or successor lender named therein to, such affiliate of the Company);

  (ii) A counterpart of the Cooperative Lease and the Assignment of Proprietary Lease to the originator of the Cooperative Loan;

  (iii) The related Cooperative Stock Certificate, representing the related Cooperative Stock pledged with respect to such Cooperative Loan, 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, filed by the originator of such Cooperative Loan as secured party, each with evidence of recording thereof, evidencing the interest of the originator under the Security Agreement and the Assignment of Proprietary Lease;

  (vii) Copies of the filed UCC assignments or amendments of the security interest referenced in clause (vi) above showing an unbroken chain of title from the originator to the Trust, each with evidence of recording thereof, evidencing the interest of the assignee under the Security Agreement and the Assignment of Proprietary Lease;

  (viii) An executed assignment of the interest of the originator in the Security Agreement, the Assignment of Proprietary Lease and the Recognition Agreement, showing an unbroken chain of title from the originator to 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 the Company acquired the Cooperative Loan from an affiliate of the Company, then the Mortgage File need not include (1) a UCC assignment or amendment of the security interest referenced in clause (Y)(vi) above to the Trust as provided in clause (Y)(vii) above (but the Mortgage File shall, unless the Cooperative Loan was originated by such affiliate of the Company, include a UCC assignment or amendment of such security interest to such affiliate) 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 Trust as provided in clause (Y)(viii) above (but the Mortgage File shall, unless the Cooperative Loan was originated by such affiliate of the Company, include an assignment of such interest to such affiliate).

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

  (i) its loan number,

  (ii) the address of the Mortgaged Property,

  (iii) the name of the Mortgagor,

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

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

  (vi) the Mortgage Interest Rate borne by the Mortgage Note,

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

  (viii) the maturity of the Mortgage Note,

  (ix) the Servicing Fee and the Master Servicing Fee,

  (x) its Loan Group, and

  (xi) whether it imposes penalties for early prepayments.

         Mortgage Loans : The mortgage loans and cooperative loans (if any) listed on the Mortgage Loan Schedule and transferred and assigned to the Trust pursuant hereto. With respect to each Mortgage Loan that is a Cooperative Loan, “Mortgage Loan” shall include, but not be limited to, the related Mortgage Note, 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 Mortgages and the related Mortgage Notes.

         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 : The following assets: (i) the Mortgage Loans and all rights pertaining thereto; (ii) such assets as from time to time may be held by the Trust (or its duly appointed agent) in the Certificate Account or the Investment Account (except amounts representing the Master Servicing Fee or the Servicing Fee); (iii) such assets as from time to time may be held by Servicers in a Custodial Account for P&I or Custodial Account for Reserves or a Buydown Fund Account related to the Mortgage Loans (except amounts representing the Master Servicing Fee or the Servicing Fee); (iv) property which secured a Mortgage Loan and which 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) amounts paid or payable by the insurer under any FHA insurance policy or any Primary Insurance Policy and proceeds of any VA guaranty and any other insurance policy related to any Mortgage Loan or the Mortgage Pool.

         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 Loan. “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 Master Servicer shall determine to be a Nonrecoverable Advance pursuant to Section 4.03 and which was, or is proposed to be, made by (i) the Master Servicer or (ii) a Servicer pursuant to its Selling and Servicing Contract.

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

         Notice Addresses : (a) In the case of the Company, 75 North Fairway Drive, Vernon Hills, Illinois 60061, Attention: Master Servicing Department, with a copy to: Washington Mutual Legal Department, 1201 Third Avenue, WMT 1706, Seattle, WA 98101, Attention: WMMSC, or such other address as may hereafter be furnished to the Trustee in writing by the Company, (b) in the case of the Trustee, at its Corporate Trust Office, or such other address as may hereafter be furnished to the Master Servicer in writing by the Trustee, (c) in the case of the Delaware Trustee, 1314 King Street, Wilmington, DE 19801, or such other address as may hereafter be furnished to the Master Servicer in writing by the Delaware Trustee, (d) in the case of the Trust, c/o U.S. Bank National Association, at the Corporate Trust Office, or such other address as may hereafter be furnished to the Master Servicer in writing by the Trustee, (e) 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, (f) in the case of S&P, 55 Water Street, 41st Floor, New York, New York 10041-0003, Attention: Frank Raiter, or such other address as may hereafter be furnished to the Trustee and Master Servicer in writing by S&P and (g) in the case of Fitch, 1 State Street Plaza, New York, New York 10004, Attention: Glenn Costello, or such other address as may hereafter be furnished to the Trustee and Master 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 Master 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 Master Servicer.

         Original Trust Agreement : The Trust Agreement, dated as of June 1, 2003, between the Company and the Delaware Trustee, providing for the creation of the Trust.

         Original Value : With respect to any Mortgage Loan other than a Mortgage Loan originated for the purpose of refinancing an existing mortgage debt, the lesser of (a) the Appraised Value (if any) of the Mortgaged Property at the time the Mortgage Loan was originated or (b) the purchase price paid for the Mortgaged Property by the Mortgagor. With respect to a Mortgage Loan originated for the purpose of refinancing existing mortgage debt, the Original Value shall be equal to the Appraised Value of the Mortgaged Property.

         Overcollateralized Group : Either Loan Group I or Loan Group II, if on any Distribution Date such Loan Group is not an Undercollateralized Group and the 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, a per annum rate equal to the Mortgage Interest Rate for such Mortgage Loan less the per annum percentage rates related to each of (i) the Servicing Fee for such Mortgage Loan, (ii) the Master Servicing Fee for such Mortgage Loan and (iii) if such Mortgage Loan was covered by a Special Primary Insurance Policy on the Closing Date (even if no longer so covered), the applicable Special Primary Insurance Premium. 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 Mortgagor payment 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 Master Servicer during the Payoff Period, the aggregate of the interest earned by the Master 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 Payoff Earnings and the aggregate Master Servicing Fee) not required to be distributed as Compensating Interest on such Distribution Date, Payoff Interest shall be payable to the Master Servicer as additional servicing compensation.

         Payoff Period : For the first Distribution Date, the period from the Cut-Off Date through July 14, 2003, 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 II-A-5, Class II-A-7, Class II-A-9 and Class X Certificates), its Certificate Principal Balance divided by the applicable Class Principal Balance;

  (ii) with respect to any Class II-A-5, Class II-A-7, Class II-A-9 or Class 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 Class II-A-5, Class II-A-7, Class II-A-9, Class X and Residual Certificates), the product of (x) ninety-five percent (95%) 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 Residual Certificates);

  (ii) with respect to any Class II-A-5, Class II-A-7, Class II-A-9 or Class X Certificate, one percent (1%) of such Certificate’s Percentage Interest as calculated by paragraph (a)(ii) of this definition; and

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

         Permitted Transferee : With respect to the holding or ownership of any Residual Certificate, any Person other than (i) the United States, a State or any political subdivision thereof, or any agency or instrumentality of any of the foregoing, (ii) a foreign government, International Organization or any agency or instrumentality of either of the foregoing, (iii) an organization (except certain farmers’ cooperatives described in Code Section 521) which is exempt from the taxes imposed by Chapter 1 of the Code (unless such organization is subject to the tax imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Code Section 1381(a)(2)(C), (v) any “electing large partnership” as defined in Section 775(a) of the Code, (vi) any Person from whom the Trustee has not received an affidavit to the effect that it is not a “disqualified organization” within the meaning of Section 860E(e)(5) of the Code, and (vii) any other Person so designated by the Company based upon an Opinion of Counsel that the transfer of an Ownership Interest in a Residual Certificate to such Person may cause REMIC I, REMIC II or REMIC III 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 or government or any agency or political subdivision thereof.

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

         Primary Insurance Policy : A policy of mortgage guaranty insurance, if any, on an individual Mortgage Loan or on pools of mortgage loans that include an individual Mortgage Loan, providing coverage as required by Section 2.08(xi) (including any Special Primary Insurance Policy).

         Principal Balance : Except as used in Sections 2.07, 3.09 and 9.01 and for purposes of the definition of Purchase 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, 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 Purchase Price and as used in Sections 2.07, 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, reduced by all amounts distributed or 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.

        In the case of a Substitute Mortgage Loan, “Principal Balance” shall mean, at the time of any determination, the principal balance of such Substitute Mortgage Loan transferred to the Trust, on the date of substitution, reduced by all amounts distributed or to be distributed to Certificateholders through the Distribution Date in the month of determination that are reported as allocable to principal of such Substitute 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 either Loan Group, the sum with respect to the Mortgage Loans in such Loan Group of (i) the scheduled principal payments on the Mortgage Loans due on the related Due Date, (ii) the principal portion of proceeds received with respect to any Mortgage Loan which was purchased or repurchased pursuant to a Purchase Obligation or as permitted by this Agreement 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 and Liquidation Principal.

         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 either 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-L Regular Interests 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.

         Pro Rata Allocation : The allocation of the principal portion of Realized Losses to all Classes of REMIC II Regular Interests (other than the Class P-L Regular Interests) pro rata according to their respective Class Principal Balances in reduction thereof (except if the loss is recognized with respect to a Class P Mortgage Loan, in which case the applicable Class P Fraction of such loss shall first be allocated to the related Class P-L Regular Interest, and the remainder of such loss shall be allocated as set forth above), and the allocation of the interest portion of Realized Losses to all Classes of the REMIC II Regular Interests (other than the Class P-L Regular Interests) pro rata according to the amount of interest accrued but unpaid on each such Class, in reduction thereof, and then to such Classes (other than the Class P-L and Class X-L Regular Interests) pro rata according to their respective Class Principal Balances in reduction thereof.

        Any losses allocated to an outstanding Class of REMIC II Regular Interests (other than the Class II-A-8/10-L Regular Interest) pursuant to this definition of “Pro Rata Allocation” in reduction of the Class Principal Balance thereof shall also be allocated to the Corresponding Class of Certificates in reduction of the Class Principal Balance thereof by the same amount. Any losses allocated to the Class II-A-8/10-L Regular Interest pursuant to this definition of “Pro Rata Allocation” in reduction of the Class Principal Balance thereof shall also be allocated to the Class II-A-8 and Class II-A-10 Certificates, pro rata according to Class Principal Balance, in reduction of the Class Principal Balance thereof by the same amount.

         Prospectus: The Prospectus, dated May 20, 2003, and the Prospectus Supplement, dated June 20, 2003, of the Company.

         Purchase Obligation: An obligation of the Company to repurchase Mortgage Loans under the circumstances and in the manner provided in Section 2.07 or Section 2.08.

         Purchase Price : With respect to any Mortgage Loan to be purchased pursuant to a Purchase Obligation or pursuant to Section 3.01, an amount equal to the sum of (i) the Principal Balance thereof, (ii) unpaid accrued interest thereon, if any, during the calendar month in which the date of purchase occurs to the last day of such month at a rate equal to the applicable Pass-Through Rate and (iii) with respect to any Mortgage Loan to be purchased pursuant to Section 2.08, any costs and damages (in excess of the amounts to be paid pursuant to clauses (i) and (ii) above) incurred by the Trust prior to the date of such purchase in connection with any violation by such Mortgage Loan of any predatory and abusive lending laws, to the extent such costs and damages result from a breach of the representation and warranty made by the Company pursuant to clause (viii) of Section 2.08; provided, however, that no Mortgage Loan shall be purchased or required to be purchased pursuant to Section 2.08, or more than two years after the Closing Date under Section 2.07, unless (a) the Mortgage Loan to be purchased is in default, or default is in the judgment of the Company reasonably imminent, or (b) the Company, at its expense, 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.

         Qualified Insurer : A mortgage guaranty insurance company duly qualified as such under the laws of the states in which the Mortgaged Properties are located if such qualification is necessary to issue the applicable insurance policy or bond, duly authorized and licensed in such states to transact the applicable insurance business and to write the insurance provided by the Primary Insurance Policies and approved as an insurer by the Master Servicer. A Qualified Insurer must have the rating required by the Rating Agencies.

         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.

         Realized Loss : For any Distribution Date, with respect to any Mortgage Loan which became a Liquidated Mortgage Loan during the related Prior Period, the sum of (i) the principal balance of such Mortgage Loan remaining outstanding and the principal portion of Nonrecoverable Advances actually reimbursed with respect to such Mortgage Loan (the principal portion of such Realized Loss), and (ii) the accrued interest on such Mortgage Loan remaining unpaid and the interest portion of Nonrecoverable Advances actually reimbursed with respect to such Mortgage Loan (the interest portion of such Realized Loss). For any Distribution Date, with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to such Mortgage Loan as of the related Due Date.

        Realized Losses on Group I and Group II Loans shall be allocated to the REMIC I Regular Interests as follows: (1) The interest portion of Realized Losses on Group I Loans, if any, shall be allocated among the Class I-X-M, 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; and (2) the interest portion of Realized Losses on Group II Loans, if any, shall be allocated among the Class II-X-M, 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. 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 related Class 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 I and Loan Group II shall be allocated to the REMIC I Regular Interests as follows: (1) The principal portion of Realized Losses on Group I 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; and (2) the principal portion of Realized Losses on Group II 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.

        Except for Special Hazard Losses in excess of the Special Hazard Coverage, Fraud Losses in excess of the Fraud Coverage and Bankruptcy Losses in excess of the Bankruptcy Coverage, Realized Losses shall be allocated among the REMIC II Regular Interests (i) for Realized Losses allocable to principal (a) first, to the Class C-B-6-L Regular Interest, until the Class C-B-6-L Principal Balance has been reduced to zero, (b) second, to the Class C-B-5-L Regular Interest, until the Class C-B-5-L Principal Balance has been reduced to zero, (c) third, to the Class C-B-4-L Regular Interest, until the Class C-B-4-L Principal Balance has been reduced to zero, (d) fourth, to the Class C-B-3-L Regular Interest, until the Class C-B-3-L Principal Balance has been reduced to zero, (e) fifth, to the Class C-B-2-L Regular Interest, until the Class C-B-2-L Principal Balance has been reduced to zero, (f) sixth, to the Class C-B-1-L Regular Interest, until the Class C-B-1-L Principal Balance has been reduced to zero, and (g) seventh, to the Class A-L Regular Interests of the related Regular Interest Group, pro rata according to the Class Principal Balance thereof, in reduction thereof; provided, however, that if the loss is recognized with respect to a Class P Mortgage Loan, the applicable Class P Fraction of such loss shall first be allocated to the related Class P-L Regular Interest and the remainder of such 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 C-B-6-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class C-B-6-L Principal Balance, (b) second, to the Class C-B-5-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class C-B-5-L Principal Balance, (c) third, to the Class C-B-4-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class C-B-4-L Principal Balance, (d) fourth, to the Class C-B-3-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class C-B-3-L Principal Balance, (e) fifth, to the Class C-B-2-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class C-B-2-L Principal Balance, (f) sixth, to the Class C-B-1-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class C-B-1-L Principal Balance, and (g) seventh, to the Class A-L and Class X-L Regular Interests of the related Regular Interest Group, pro rata according to accrued but unpaid interest on such Classes, in reduction thereof, and then to the Class A-L Regular Interests of the related Regular Interest Group, pro rata according to the Class Principal Balances thereof, in reduction thereof.

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

        Special Hazard Losses in excess of the Special Hazard Coverage, Fraud Losses in excess of the Fraud Coverage and Bankruptcy Losses in excess of the Bankruptcy Coverage shall be allocated among the REMIC II Regular Interests by Pro Rata Allocation.

        Realized Losses allocated to any Class of REMIC II Regular Interests (other than the Class II-A-8/10-L Regular Interest) pursuant to this definition of “Realized Loss” in reduction of the Class Principal Balance thereof (including losses allocated to the Group C-B-L Regular Interests pursuant to the second preceding paragraph of this definition of “Realized Loss”) shall also be allocated to the Corresponding Class of Certificates in reduction of the Class Principal Balance thereof by the same amount. Realized Losses allocated to the Class II-A-8/10-L Regular Interest pursuant to this definition of “Realized Loss” in reduction of the Class Principal Balance thereof shall also be allocated to the Class II-A-8 and Class II-A-10 Certificates, pro rata according to Class Principal Balance, in reduction of the Class Principal Balance thereof by the same amount.

        On each Distribution Date, after giving effect to the principal distributions and allocations of losses as provided in this Agreement (without regard to this paragraph), if the aggregate Class Principal Balance of all outstanding Classes of REMIC II Regular Interests and the Class R-1 Residual Interest 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 the Group I-L and Group II-L Regular Interests and all losses in respect of each Mortgage Loan that have been allocated to the REMIC II Regular Interests on such Distribution Date or prior Distribution Dates, then such excess will be deemed a principal loss and will be allocated to the most junior Class of Group C-B-L Regular Interests, 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.

         Reference Banks : Barclays Bank PLC, Deutsche Bank and JPMorgan Chase Bank or, if any such bank shall cease to provide quotations for one-month United States dollar deposits, any other leading bank with an established place of business in London engaged in transactions in Eurodollar deposits in the international Eurocurrency market not controlling, controlled by or under common control with the Company, designated by the Company from time to time for the purpose of providing quotations for one-month United States dollar-denominated deposits.

         Regular Interest Group: The Group I-L, Group II-L or Group C-B-L Regular Interests, as applicable.

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

         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 Soldiers’ and Sailors’ Civil Relief Act of 1940, as amended, 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, 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, which shall be a REMIC pursuant to the Code, with respect to which a separate REMIC election is to be made and the beneficial interests in which shall be the REMIC I Regular Interests and the Class R-1 Residual Interest.

         REMIC I Assets: All of the Mortgage Pool Assets.

         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 Master Servicer with respect to such Mortgage Loans by the Determination Date for such Distribution Date and not previously distributed, including Monthly P&I Advances made by Servicers, Liquidation 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 and Liquidation Proceeds received on such Mortgage Loans after the Prior Period;


    (e)        all amounts in the Certificate Account which are due and reimbursable to a Servicer or the Master Servicer pursuant to the terms of this Agreement;


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


    (g)        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 Master Servicer:

    (a)        any Monthly P&I Advance made by the Master Servicer to the Trustee with respect to such Distribution Date relating to such Mortgage Loans; and


(b) Compensating Interest; and
  (3) the total amount of any cash received during the Prior Period by the Trustee or the Master Servicer in respect of a Purchase Obligation under Section 2.07 and Section 2.08 or any permitted purchase of such a Mortgage Loan.

         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 I:

  (i) first, to the Class I-P-M Regular Interest, the aggregate for all of the Class I-P Mortgage Loans of the product for each Class I-P Mortgage Loan of the applicable Class I-P Fraction and the sum of (x) scheduled payments of principal on such Class I-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 I-P Mortgage Loan during the Prior Period of (1) Curtailments, (2) Insurance Proceeds, (3) the amount, if any, of the principal portion of the Purchase Price paid pursuant to a Purchase Obligation or any purchase of a Mortgage Loan permitted hereunder and (4) Liquidation Proceeds and (z) the principal portion of Payoffs received in respect of such Class I-P Mortgage Loan during the Payoff Period;

  (ii) second, to the Class I-X-M, Class C-Y-1 and Class C-Z-1 Regular Interests, concurrently, the sum of the Interest Distribution Amounts for the Class I-X-M, Class C-Y-1 and Class C-Z-1 Regular Interests remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;

  (iii) third, to the Class I-X-M, Class C-Y-1 and Class C-Z-1 Regular Interests, concurrently, the sum of the Interest Distribution Amounts for the Class I-X-M, Class C-Y-1 and Class C-Z-1 Regular Interests for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts; and

  (iv) fourth, 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 II:

  (i) first, to the Class II-P-M Regular Interest, the aggregate for all of the Class II-P Mortgage Loans of the product for each Class II-P Mortgage Loan of the applicable Class II-P Fraction and the sum of (x) scheduled payments of principal on such Class II-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 II-P Mortgage Loan during the Prior Period of (1) Curtailments, (2) Insurance Proceeds, (3) the amount, if any, of the principal portion of the Purchase Price paid pursuant to a Purchase Obligation or any purchase of a Mortgage Loan permitted hereunder and (4) Liquidation Proceeds and (z) the principal portion of Payoffs received in respect of such Class II-P Mortgage Loan during the Payoff Period;

  (ii) second, to the Class II-X-M, Class C-Y-2 and Class C-Z-2 Regular Interests and the Class R-1 Residual Interest, concurrently, the sum of the Interest Distribution Amounts for the Class II-X-M, Class C-Y-2 and Class C-Z-2 Regular Interests and the Class R-1 Residual Interest remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;

  (iii) third, to the Class II-X-M, Class C-Y-2 and Class C-Z-2 Regular Interests and the Class R-1 Residual Interest, concurrently, the sum of the Interest Distribution Amounts for the Class II-X-M, Class C-Y-2 and Class C-Z-2 Regular Interests and the Class R-1 Residual Interest for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts;

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

  (v) fifth, 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 Amounts for Loan Group I and Loan Group II for such Distribution Date remaining after payment of the amounts pursuant to paragraphs (a) and (b) of this definition of “REMIC I Distribution Amount”:

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

  (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 REMIC II Regular Interests pursuant to paragraph (c)(xxi) of the definition of “REMIC II Distribution Amount” on such Distribution Date; provided, however, that any amounts distributed pursuant to this paragraph (c)(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. The REMIC I Regular Interests, together with the Class R-1 Residual Interest, shall be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC I Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute.

         REMIC II : The segregated pool of assets of the Trust consisting of the REMIC II Assets, which shall be a REMIC pursuant to the Code, with respect to which a separate REMIC election is to be made, and the beneficial interests in which shall be the REMIC II Regular Interests and the Class R-2 Residual Interest.

         REMIC II Assets: The REMIC I Regular Interests.

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

         REMIC II Distribution Amount : For any Distribution 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 I-L Regular Interests, to the extent of the REMIC II Available Distribution Amount for the Group I-L Regular Interests for such Distribution Date:

  (i) first, to the Class I-P-L Regular Interest, the aggregate for all Class I-P Mortgage Loans of the product for each Class I-P Mortgage Loan of the applicable Class I-P Fraction and the sum of (x) scheduled payments of principal on such Class I-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 I-P Mortgage Loan during the Prior Period of (1) Curtailments, (2) Insurance Proceeds, (3) the amount, if any, of the principal portion of the Purchase Price paid pursuant to a Purchase Obligation or any purchase of a Mortgage Loan permitted hereunder and (4) Liquidation Proceeds and (z) the principal portion of Payoffs received in respect of such Class I-P Mortgage Loan during the Payoff Period;

  (ii) second, to the Class I-A-L and Class I-X-L Regular Interests, concurrently, the Interest Distribution Amounts for such Classes of Regular Interests remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;

  (iii) third, to the Class I-A-L and Class I-X-L Regular Interests, concurrently, the Interest Distribution Amounts for such Classes of Regular Interests for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts; and

  (iv) fourth, to the Class I-A-L Regular Interest, as principal, the Group I Senior Principal Distribution Amount;

    (b)        With respect to the Group II-L Regular Interests, to the extent of the REMIC II Available Distribution Amount for the Group II-L Regular Interests for such Distribution Date:

  (i) first, to the Class II-P-L Regular Interest, the aggregate for all Class II-P Mortgage Loans of the product for each Class II-P Mortgage Loan of the applicable Class II-P Fraction and the sum of (x) scheduled payments of principal on such Class II-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 II-P Mortgage Loan during the Prior Period of (1) Curtailments, (2) Insurance Proceeds, (3) the amount, if any, of the principal portion of the Purchase Price paid pursuant to a Purchase Obligation or any purchase of a Mortgage Loan permitted hereunder and (4) Liquidation Proceeds and (z) the principal portion of Payoffs received in respect of such Class II-P Mortgage Loan during the Payoff Period;

  (ii) second, to the Group II-A-L and Class II-X-L Regular Interests, concurrently, the Interest Distribution Amounts for such Classes of Regular Interests remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;

  (iii) third, to the Group II-A-L and Class II-X-L Regular Interests, concurrently, the Interest Distribution Amounts for such Classes of Regular Interests for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts; and

  (iv) fourth, to the Group II-A-L Regular Interests, pro rata, as principal, the Group II Senior Principal Distribution Amount (reduced, on the first Distribution Date, by $100), until the Class Principal Balances of the Group II-A-L Regular Interests have each been reduced to zero; and

    (c)        With respect to the Group I-L, Group II-L and Group C-B-L Regular Interests and the Class R-2 Residual Interest, to the extent of the REMIC II Available Distribution Amounts for the Group I-L and Group II-L Regular Interests for such Distribution Date remaining after the payment of the amounts pursuant to paragraphs (a) and (b) of this definition of “REMIC II Distribution Amount”:

  (i) first, to the Class I-P-L and Class II-P-L Regular Interests, 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 Classes of Regular Interest on previous Distribution Dates pursuant to clause (c)(ii) of this definition of “REMIC II Distribution Amount,” principal in an amount equal to the applicable Class P Fraction of any Realized Loss on a Class P Mortgage Loan incurred prior to the Prior Period (other than a Realized Loss which, pursuant to the definition of “Realized Loss,” is allocated by Pro Rata Allocation);

  (ii) second, to the Class I-P-L and Class II-P-L Regular Interests, 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 (x) in the case of the Class I-P-L Regular Interest, the applicable Class I-P Fraction of any Realized Loss on a Class I-P Mortgage Loan incurred in the Prior Period and (y) in the case of the Class II-P-L Regular Interest, the applicable Class II-P Fraction of any Realized Loss on a Class II-P Mortgage Loan incurred in the Prior Period (in each case, other than a Realized Loss which, pursuant to the definition of “Realized Loss,” is allocated by Pro Rata Allocation); provided, that any amounts distributed in respect of losses pursuant to paragraph (c)(i) or this paragraph (c)(ii) of this definition of “REMIC II Distribution Amount” shall not cause a reduction in either of the Class I-P-L Principal Balance or the Class II-P-L Principal Balance; provided, further, that if the amounts otherwise available to pay the Subordinate Principal Distribution Amount (without regard to clause (B)(x) of the definition thereof) for any such Distribution Date are insufficient to cover such outstanding principal losses for the Class I-P-L and Class II-P-L Regular Interests as provided in paragraph (c)(i) or this paragraph (c)(ii) of this definition of “REMIC II Distribution Amount,” then such amounts will be allocated pro rata to the Class I-P-L and Class II-P-L Regular Interests based on the amount such Regular Interests are entitled to receive pursuant to paragraph (c)(i) or this paragraph (c)(ii) of this definition of “REMIC II Distribution Amount”;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

  (xxi) twenty-first, to each Class of REMIC II Regular Interests in order of seniority (which, from highest to lowest, shall be as follows: the Class I-P-L, Class II-P-L, Class I-A-L and Group II-A-L Regular Interests of equal seniority, and then Class C-B-1-L, Class C-B-2-L, Class C-B-3-L, Class C-B-4-L, Class C-B-5-L and Class C-B-6-L of decreasing seniority) the remaining portion, if any, of the REMIC II Available Distribution Amounts for the Group I-L and Group II-L Regular Interests, 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 in the case of Classes of REMIC II Regular Interests of equal seniority, the amount distributable to such Classes shall be allocated among such Classes according to the amount of losses allocated thereto; provided, further, that any amounts distributed pursuant to this paragraph (c)(xxi) of this definition of “REMIC II Distribution Amount” shall not cause a reduction in the Class Principal Balances of any of the REMIC II Regular Interests; and

  (xxii) twenty-second, to the Class R-2 Residual Interest, the Residual Distribution Amounts for the Group I-L and Group II-L Regular Interests for such Distribution Date.

        Notwithstanding the foregoing paragraph (c) 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 either the Class I-A-L Regular Interest or the Group II-A-L Regular Interests has been reduced to zero, and

  (2) either (a) the Group C-B Percentage for such Distribution Date is less than 200% of the Group C-B Percentage as of the Closing Date or (b) the outstanding principal balance of the Mortgage Loans in either Loan Group I or Loan Group II 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-L Regular Interests that have been paid in full (after distributions of principal to the related Class P-L Regular Interest pursuant to paragraph (a)(i), (b)(i), (c)(i) and (c)(ii) above, if applicable) shall be paid as principal, pro rata, to the remaining Class A-L Regular Interests of such other Regular Interest Group to the extent of and in reduction of the Class Principal Balances thereof, prior to any distributions of principal to the Group C-B-L Regular Interests pursuant to paragraph (c) above, and

    (Y)        if on any Distribution Date either Loan Group I or Loan Group II is an Undercollateralized Group and the other such Loan Group is an Overcollateralized Group, then the REMIC II Available Distribution Amount for the Regular Interest Group related to the Overcollateralized Group, to the extent remaining following distributions of interest and principal to the Group I-L and Group II-L Regular Interests pursuant to paragraph (a) or (b) above, as applicable, shall be paid in the following priority: (1) first, such remaining amount, up to the Total Transfer Amount for the Undercollateralized Group, shall be distributed (a) first, to the Class A-L Regular Interests related to the Undercollateralized Group, in payment of any portion of the Interest Distribution Amounts for such Classes of Regular Interests 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-L Regular Interests related to such Undercollateralized Group, pro rata, as principal, and (2) second, any remaining amount shall be distributed pursuant to paragraph (c) above.

         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. The REMIC II Regular Interests, together with the Class R-2 Residual Interest, shall be deemed to 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.

         REMIC III : The segregated pool of assets of the Trust consisting of the REMIC III Assets, which shall be a REMIC pursuant to the Code, with respect to which a separate REMIC election is to be made, and the beneficial interests in which shall be the REMIC III Regular Interests and the Class R-3 Residual Interest.

         REMIC III Assets: The REMIC II Regular Interests.

         REMIC III Available Distribution Amount : For the Group I Certificates, on any Distribution Date, the aggregate of all distributions to the Group I-L Regular Interests pursuant to clauses (a) and (c) of the definition of “REMIC II Distribution Amount” (which amount shall be available for distributions to the Group I Certificates and the Class R-3 Residual Interest as provided herein). For the Group II Certificates, on any Distribution Date, the aggregate of all distributions to the Group II-L Regular Interests pursuant to clauses (b) and (c) of the definition of “REMIC II Distribution Amount” (which amount shall be available for distributions to the Group II Certificates and the Class R-3 Residual Interest as provided herein). For the Group C-B Certificates, on any Distribution Date, the aggregate of all distributions to the Group C-B-L Regular Interests (which amount shall be available for distributions to the Group C-B Certificates and the Class R-3 Residual Interest as provided herein).

         REMIC III Distribution Amount : The REMIC III Available Distribution Amount for any Distribution Date shall be distributed to the Certificates and the Class R-3 Residual Interest in the following amounts and priority:

    (a)        With respect to the Group I Certificates, to the extent of the REMIC III Available Distribution Amount for the Group I Certificates for such Distribution Date, to each Class of Group I Certificates, the amounts distributed to its Corresponding Class on such Distribution Date;

    (b)        With respect to the Group II Certificates, to the extent of the REMIC III Available Distribution Amount for the Group II Certificates for such Distribution Date:

  (i) to each Class of Group II Certificates (other than the Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9 and Class II-A-10 Certificates), the amounts distributed to its Corresponding Class on such Distribution Date; and

  (ii) (A) to each Class of the Class II-A-4 and Class II-A-6 Certificates, the amount distributed as principal to its Corresponding Class on such Distribution Date, (B) to each Class of the Class II-A-4 and Class II-A-5 Certificates, the amount distributed as interest to the Class II-A-4-L Regular Interest on such Distribution Date, pro rata according to, for each such Class, the product of 1/12 of the Certificate Interest Rate for such Class and the Class Principal Balance or Class Notional Amount, as applicable, for such Class before allocating principal losses and giving effect to distributions of principal on such Distribution Date, (C) to each Class of the Class II-A-6 and Class II-A-7 Certificates, the amount distributed as interest to the Class II-A-6-L Regular Interest on such Distribution Date, pro rata according to, for each such Class, the product of 1/12 of the Certificate Interest Rate for such Class and the Class Principal Balance or Class Notional Amount, as applicable, for such Class before allocating principal losses and giving effect to distributions of principal on such Distribution Date, (D) to each Class of the Class II-A-8, Class II-A-9 and Class II-A-10 Certificates, the amount distributed as interest to the Class II-A-8/10-L Regular Interest on such Distribution Date, pro rata according to, for each such Class, the product of 1/12 of the Certificate Interest Rate for such Class and the Class Principal Balance or Class Notional Amount, as applicable, for such Class before allocating principal losses and giving effect to distributions of principal on such Distribution Date and (E) to class of the Class II-A-8 and Class II-A-10 Certificates, pro rata according to Class Principal Balance, the amount distributed as principal to the Class II-A-8/10-L Regular Interest on such Distribution Date;

    (c)        With respect to the Group C-B Certificates, to the extent of the REMIC III Available Distribution Amount for the Group C-B Certificates for such Distribution Date, to each such Class of Certificates, the amounts distributed to its Corresponding Class on such Distribution Date; and

    (d)        To the Class R-3 Residual Interest, the Residual Distribution Amount for the Class R-3 Residual Interest for such Distribution Date.

        In each case where a distribution is required to be made concurrently to two or more Classes of Certificates pursuant to this definition of “REMIC III Distribution Amount,” if the portion of the REMIC III Available Distribution Amount from which such distribution is required to be made is insufficient to make such distribution in full to such Classes, such distribution shall be allocated among such Classes pro rata according to the respective amounts to which they are otherwise entitled from such distribution.

         REMIC III Regular Interests : The Classes of undivided beneficial interests in REMIC III designated as “regular interests” in the table titled “REMIC III Interests” in the Preliminary Statement hereto. The REMIC III Regular Interests, together with the Class R-3 Residual Interest, shall be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC III Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute.

         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 Amounts for Loan Group I and Loan Group II remaining after all distributions of such REMIC I Available Distribution Amounts pursuant to clauses (a), (b) and (c) (other than the last subclause of clause (c)) of the definition of “REMIC I Distribution Amount.”

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

        For any Distribution Date, with respect to the Class R-3 Residual Interest, any portion of the REMIC III Available Distribution Amount for the Group I, Group II and Group C-B Certificates remaining after all distributions of the REMIC III Available Distribution Amount pursuant to clauses (a), (b) and (c) of the definition of “REMIC III Distribution Amount.”

        Upon termination of the obligations created by this Agreement and liquidation of REMIC I, REMIC II and REMIC III, 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, Class R-2 and Class R-3 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.

         S&P: Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., provided that at any time it be 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.

         Selling and Servicing Contract : (a) The contract (including the Washington Mutual Mortgage Securities Corp. Selling Guide and Washington Mutual Mortgage Securities Corp. Servicing Guide to the extent incorporated by reference therein) between the Company and a Person relating to the sale of the Mortgage Loans to the Company and the servicing of such Mortgage Loans for the benefit of the Certificateholders, which contract is substantially in the form of Exhibit E hereto, as such contract may be amended or modified from time to time; provided, however, that any such amendment or modification shall not materially adversely affect the interests and rights of Certificateholders or (b) any other similar contract, including any mortgage loan purchase and servicing agreement or any assignment, assumption and recognition agreement related to a mortgage loan purchase and sale agreement, providing substantially similar rights and benefits as those provided by the forms of contract attached as Exhibit E hereto.

         Senior Certificates: The Group I, Group II and Residual Certificates.

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

         Servicer : A mortgage loan servicing institution to which the Master Servicer has assigned servicing duties with respect to any Mortgage Loan under a Selling and Servicing Contract; provided, however, the Master Servicer may designate itself or one or more other mortgage loan servicing institutions as Servicer upon termination of an initial Servicer’s servicing duties.

         Servicing Fee : For each Mortgage Loan, the fee paid to the Servicer thereof to perform primary servicing functions for the Master Servicer with respect to such Mortgage Loan, equal to the per annum rate set forth for each Mortgage Loan in the Mortgage Loan Schedule on the outstanding Principal Balance of such Mortgage Loan. In addition, any prepayment penalty received on a Mortgage Loan will be paid as additional servicing compensation to the Master Servicer or the related Servicer.

         Servicing Officer : Any officer of the Master 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 Master Servicer, as such list may from time to time be amended.

         Special Hazard Coverage : The Special Hazard Coverage on the most recent anniversary of the Cut-Off Date (calculated in accordance with the second sentence of this paragraph) or, if prior to the first such anniversary, $6,681,095, in each case reduced by Special Hazard Losses allocated to the Certificates since the most recent anniversary of the Cut-Off Date (or, if prior to the first such anniversary, since the Cut-Off Date). On each anniversary of the Cut-Off Date, the Special Hazard Coverage shall be reduced, but not increased, to an amount equal to the lesser of (1) the greatest of (a) the aggregate principal balance of the Mortgage Loans located in the single California zip code area containing the largest aggregate principal balance of Mortgage Loans, (b) 1.0% of the aggregate unpaid principal balance of the Mortgage Loans and (c) twice the unpaid principal balance of the largest single Mortgage Loan, in each case calculated as of the Due Date in the immediately preceding month, and (2) $6,681,095 as reduced by the Special Hazard Losses allocated to the Certificates since the Cut-Off Date.

        The Special Hazard Coverage may be reduced upon written confirmation from the Rating Agencies that such reduction will not adversely affect the then current ratings assigned to the Certificates by the Rating Agencies.

         Special Hazard Loss : A Realized Loss (or portion thereof) with respect to a Mortgage Loan arising from any direct physical loss or damage to a Mortgaged Property not covered by a standard hazard maintenance policy with extended coverage which is caused by or results from any cause except: (i) fire, lightning, windstorm, hail, explosion, riot, riot attending a strike, civil commotion, vandalism, aircraft, vehicles, smoke, sprinkler leakage, except to the extent of that portion of the loss which was uninsured because of the application of a co-insurance clause of any insurance policy covering these perils; (ii) normal wear and tear, gradual deterioration, inherent vice or inadequate maintenance of all or part thereof; (iii) errors in design, faulty workmanship or materials, unless the collapse of the property or a part thereof ensues and then only for the ensuing loss; (iv) nuclear reaction or nuclear radiation or radioactive contamination, all whether controlled or uncontrolled and whether such loss be direct or indirect, proximate or remote or be in whole or in part caused by, contributed to or aggravated by a peril covered by this definition of Special Hazard Loss; (v) hostile or warlike action in time of peace or war, including action in hindering, combating or defending against an actual, impending or expected attack (a) by any government of sovereign power (de jure or de facto), or by an authority maintaining or using military, naval or air forces, (b) by military, naval or air forces, or (c) by an agent of any such government, power, authority or forces; (vi) any weapon of war employing atomic fission or radioactive force whether in time of peace or war; (vii) insurrection, rebellion, revolution, civil war, usurped power or action taken by governmental authority in hindering, combating or defending against such occurrence; or (viii) seizure or destruction under quarantine or customs regulations, or confiscation by order of any government or public authority.

         Special Primary Insurance Policy : Any Primary Insurance Policy covering a Mortgage Loan the premium of which is payable by the Trustee pursuant to Section 4.05(a), if so identified in the Mortgage Loan Schedule. There are no Special Primary Insurance Policies with respect to any of the Mortgage Loans.

         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.ss.3801 et seq., as the same may be amended from time to time.

         Stripped Interest Rate : For each Group I Loan, the excess, if any, of the Pass-Through Rate for such Mortgage Loan over 4.500% per annum. For each Group II Loan, the excess, if any, of the Pass-Through Rate for such Mortgage Loan over 5.000% per annum.

         Subordinate Certificates: The Group C-B Certificates.

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

         Subordinate Liquidation Amount : For any Distribution Date, the excess, if any, of the aggregate of Liquidation Principal for all Mortgage Loans which became Liquidated Mortgage Loans during the Prior Period, over the sum of the Group I Senior Liquidation Amount and the Group II Senior Liquidation Amount for such Distribution Date.

         Subordinate Percentage: The Group I Subordinate Percentage or Group II Subordinate Percentage, as applicable.

         Subordinate Principal Distribution Amount : For any Distribution Date, the excess of (A) the sum of (i) the Group I Subordinate Percentage of the Principal Payment Amount for Loan Group I (exclusive of the portion thereof attributable to principal distributions to the Class I-P-L Regular Interest pursuant to clause (a)(i) of the definition of “REMIC II Distribution Amount”), (ii) the Group II Subordinate Percentage of the Principal Payment Amount for Loan Group II (exclusive of the portion thereof attributable to principal distributions to the Class II-P-L Regular Interest pursuant to clause (b)(i) of the definition of “REMIC II Distribution Amount”), (iii) the Subordinate Principal Prepayments Distribution Amount (without regard to the proviso in the definition thereof) and (iv) the Subordinate Liquidation Amount over (B) the sum of (x) the amounts required to be distributed to the Class P-L Regular Interests pursuant to clauses (c)(i) and (c)(ii) of the definition of “REMIC II Distribution Amount” on such Distribution Date, (y) in the event that the aggregate Class Principal Balance of either the Class I-A-L or Group II-A-L Regular Interests has been reduced to zero, principal paid from the REMIC II Available Distribution Amount related to such Class A-L Regular Interests to the remaining Class A-L Regular Interests, as set forth in clause (X) of the sentence immediately following paragraph (c) of the definition of “REMIC II Distribution Amount,” and (z) the amounts paid from the REMIC II Available Distribution Amount for the Regular Interest Group related to an Overcollateralized Group to the Class A-L Regular Interests related to an Undercollateralized Group pursuant to clause (Y) of the sentence immediately following paragraph (c) 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 Group C-B-L Regular Interests and paid in the order of distribution to such Classes pursuant to clause (c) 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 Group C-B-L Regular Interests 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 Group C-B-L Regular Interests junior to such Class will be distributed to the most senior Class of Group C-B-L Regular Interests for which the Subordination Level is less than the Subordination Level as of the Closing Date, and to the Class or Classes of Group C-B-L Regular Interests 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 Group C-B-L Regular Interests shall be as follows: Class C-B-1-L, Class C-B-2-L, Class C-B-3-L, Class C-B-4-L, Class C-B-5-L and Class C-B-6-L.

         Subordinate Principal Prepayments Distribution Amount : For any Distribution Date, the sum of (i) the Group I Subordinate Prepayment Percentage of the Principal Prepayment Amount for Loan Group I (exclusive of the portion thereof attributable to principal distributions to the Class I-P-L Regular Interest pursuant to clause (a)(i) of the definition of “REMIC II Distribution Amount”) and (ii) the Group II Subordinate Prepayment Percentage of the Principal Prepayment Amount for Loan Group II (exclusive of the portion thereof attributable to principal distributions to the Class II-P-L Regular Interest pursuant to clause (b)(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) and (A)(iv) 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 Group C-B-L Regular Interests, the percentage obtained by dividing the aggregate Class Principal Balance of the Classes of Group C-B-L Regular Interests which are subordinate in right of payment to such Class by the aggregate Class Principal Balance of the Group I-L, Group II-L and Group C-B-L Regular Interests 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.

         Substitute Mortgage Loan : A Mortgage Loan which is substituted for another Mortgage Loan pursuant to and in accordance with the provisions of Section 2.07.

         Tax Matters Person : With respect to each of REMIC I, REMIC II and REMIC III, 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. The Company is hereby appointed to act as the Tax Matters Person for REMIC I, REMIC II and REMIC III so long as it holds a Class R Certificate with a Percentage Interest of at least 0.01%. The Company is hereby appointed to act as agent for the Tax Matters Person for REMIC I, REMIC II and REMIC III, to perform the functions of such Tax Matters Person as provided herein, so long as the Company is the Master Servicer hereunder, in the event that the Company ceases to hold a Class R Certificate with the required Percentage Interest. In the event that the Company ceases to be the Master Servicer hereunder, the successor Master Servicer is hereby appointed to act as agent for the Tax Matters Person for REMIC I, REMIC II and REMIC III, to perform the functions of such Tax Matters Person as provided herein. If the Tax Matters Person for REMIC I, REMIC II and REMIC III 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: WaMu Mortgage Pass-Through Certificates Series 2003-S6 Trust, a Delaware statutory trust, created pursuant to this Agreement.

         Trustee: U.S. Bank National Association, 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 I shall be allocated to the Group I-L Regular Interests and the portions of the Group C-B-L Regular Interests that derive their Interest Distribution Amounts from the Group I 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 II shall be allocated to the Group II-L Regular Interests and the portions of the Group C-B-L Regular Interests that derive their Interest Distribution Amounts from the Group II 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 I shall be allocated to the Class I-X-M, Class C-Y-1 and Class C-Z-1 Regular Interests, pro rata according to the amount of interest accrued but unpaid on each such Class, in reduction thereof.

        Uncompensated Interest Shortfall for Loan Group II shall be allocated to the Class II-X-M, Class C-Y-2 and Class C-Z-2 Regular Interests, pro rata according to the amount of interest accrued but unpaid on each such Class, in reduction thereof.

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

         Underwriter: Lehman Brothers Inc.

         Underwriting Standards : The underwriting standards of the Company, Washington Mutual Bank, FA or Washington Mutual Bank, a Washington state chartered savings bank, as applicable.

         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 is hereby created and shall be known as “WaMu Mortgage Pass-Through Certificates Series 2003-S6 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 REMIC III Assets;

  (ii) to issue the REMIC I Regular Interests, the REMIC II Regular Interests, the Class R 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.

  U.S. Bank National Association is hereby appointed as a 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 U.S. Bank National Association hereby accepts such appointment and the Trust created hereby. Christiana Bank & Trust Company is hereby appointed as a 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 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 two separate pools of mortgage loans (referred to herein as Loan Groups), 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,” “REMIC II Distribution Amount” and “REMIC III Distribution Amount” and in Section 4.01, Section 4.04 and Section 4.05 hereof.

        The assets of the Trust shall remain in the custody of the Trustee, on behalf of the Trust, and shall be owned by the Trust except as otherwise expressly set forth herein. Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein. All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of either of U.S. Bank National Association or Christiana Bank & Trust Company in its own right, or any Person claiming through it. Neither the Trustee nor the Delaware Trustee, on behalf of the Trust, 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 Master 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 Master 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, 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 Master 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 Master 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 Master 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.

        Concurrently with the execution and delivery hereof, 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, including but not limited to all scheduled payments of principal and interest due after the Cut-Off Date and received by the Company with respect to the Mortgage Loans at any time, and all Principal Prepayments received by the Company after the Cut-Off Date with respect to the Mortgage Loans (such transfer and assignment by the Company to be referred to herein as the “ Conveyance ,” and the assets so transferred and assigned to be referred to herein as the “ Conveyed Assets ”).

        It is the express intent of the parties hereto that the Conveyance of the Conveyed Assets to the Trust by the Company as provided in this Section 2.04 be, and be construed as, an absolute sale of the Conveyed Assets. It is, further, not the intention of the parties that such Conveyance be deemed the grant of a security interest in the Conveyed 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 Conveyed 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 Conveyed Assets, then

    (a)        this Agreement shall be deemed to be 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)        (i) the Mortgage Loans identified on the Mortgage Loan Schedule, including the related Mortgage Notes, Mortgages, Cooperative Stock Certificates, Cooperative Leases, Security Agreements, Assignments of Proprietary Lease, and Recognition Agreements, all Substitute Mortgage Loans and all distributions with respect to the Mortgage Loans and Substitute Mortgage Loans payable on and after the Cut-Off Date; (ii) the Certificate Account, the Investment Account and all money or other property held therein, and the Custodial Accounts for P&I, the Custodial Accounts for Reserves and any Buydown Fund Account (to the extent of the amounts on deposit or other property therein attributable to the Mortgage Loans); and (iii) amounts paid or payable by the insurer under any FHA insurance policy or any Primary Insurance Policy and proceeds of any VA guaranty and any other insurance policy related to any Mortgage Loan or the Mortgage Pool;


    (II)        All rights arising from or by virtue of the disposition of, or collections with respect to, or insurance proceeds payable with respect to, or claims against other persons with respect to, all or any part of the collateral described in (I) above (including any accrued discount realized on liquidation of any investment purchased at a discount);


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


    (IV)        All proceeds of the foregoing;


    (c)        the possession by the Trust of any of the foregoing property shall be deemed to be possession by the secured party or possession by a purchaser for purposes of perfecting the security interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-313 and 9-314 thereof) as in force in the relevant jurisdiction; and

    (d)        notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for, the Trust, as applicable, for the purpose of perfecting such security interest under applicable law.

        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 deemed to create a security interest in the Conveyed Assets, such security interest would be deemed to 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 and creditor under the Uniform Commercial Code as in force in the relevant jurisdiction.

Section 2.05. Delivery of Mortgage Files.

        In connection with the sale, transfer and assignment referred to in Section 2.04, the Company, concurrently with the execution and delivery hereof, does deliver to, and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the 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 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 Master Servicer will use its best efforts to file timely continuation statements, if necessary, with regard to each financing statement and assignment relating to Cooperative Loans.

        In instances where the original recorded Mortgage or any intervening assignment thereof (recorded or in recordable form) required to be included in the Mortgage File pursuant to the definition of “Mortgage File” relating to a Mortgage Loan is not included in the Mortgage File delivered to the Trustee (or the Custodian) prior to or concurrently with the execution and delivery hereof (due to a delay on the part of the recording office), the Company shall deliver to the Trustee (or the Custodian) a fully legible reproduction (which may be in electronic form) of the original Mortgage or intervening assignment provided that the originator, the related Lender or the escrow or title company which provided closing services in connection with such Mortgage Loan certifies on the face of such reproduction(s) or copy as follows: “Certified true and correct copy of original which has been transmitted for recordation.” For purposes hereof, transmitted for recordation means having been mailed or otherwise delivered for recordation to the appropriate authority. In all such instances, the Company shall transmit the original recorded Mortgage and any intervening assignments 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) (collectively, “ Recording Documents ”) to the Trustee (or the Custodian) within 270 days after the execution and delivery hereof. In instances where, due to a delay on the part of the recording office where any such Recording Documents have been delivered for recordation, the Recording Documents cannot be delivered to the Trustee within 270 days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a “ Company Officer’s Certificate ”) signed by the Chairman of the Board, President, any Vice President or Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable recording office. In the event that Recording Documents have still not been received by the Company and delivered to the Trustee (or the Custodian) by the date specified in its previous Company Officer’s Certificate delivered to the Trustee, the Company shall deliver to the Trustee by such date an additional Company Officer’s Certificate stating a revised date by which the Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Company and delivered to the Trustee (or the Custodian).

        For Mortgage Loans for which the Company has received a Payoff after the Cut-Off Date and prior to the date of execution and delivery hereof, the Company, in lieu of delivering the above documents, herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10.

        The Trustee is authorized, with the Master Servicer’s consent, to appoint any bank or trust company approved by each of the Company and the Master Servicer as Custodian of the documents or instruments referred to above in this Section 2.05, and to enter into a Custodial Agreement for such purpose, provided, however, that the Trustee shall be and remain liable for the acts of any such Custodian only to the extent that it is responsible for its own acts hereunder. Any documents delivered by the Company or the Master 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. Pursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the Trustee with respect to the delivery, receipt, examination and custody of the Mortgage Files on the Trustee’s behalf, as provided therein.

        On or promptly after the Closing Date, the Master Servicer shall cause the MERS® System to indicate that each MERS Loan, if any, has been assigned to “U.S. Bank National Association, as Custodian/Trustee, without recourse” or to “WaMu Mortgage Pass-Through Certificates Series 2003-S6 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 Master Servicer need not cause the MERS® System to indicate such assignment. The Master 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 Tax Matters Person, 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 REMIC I Regular Interests and the Class R-1 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC I Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute.

        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 Tax Matters Person 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 Company or any other appropriate person from contesting any such tax in appropriate proceedings and shall not prevent the Company from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Company shall be entitled to be indemnified by REMIC I for any such prohibited transaction penalty taxes if the Company’s failure to exercise reasonable care was not the primary cause of the imposition of such prohibited transaction penalty taxes.

        The Trustee and the Master Servicer shall promptly provide the Company with such information in the possession of the Trustee or the Master Servicer, respectively, as the Company may from time to time request for the purpose of enabling the Company to prepare tax returns.

        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 Company does not repurchase such Mortgage Loan within 90 days of such date, the Master Servicer, on behalf of the Trustee, shall within 90 days of the date such defect is discovered sell such Mortgage Loan at such price as the Master 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 Master 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 any tax is imposed on “prohibited transactions” of REMIC I as defined in Section 860F of the Code and not paid by the Company pursuant to clause (f) of the third preceding paragraph, such tax shall be charged against amounts otherwise distributable to the Class R-1 Residual Interest. Notwithstanding anything to the contrary contained herein, the Trustee is hereby authorized to retain from amounts otherwise distributable to the Class R-1 Residual Interest on any Distribution Date sufficient funds to reimburse the Tax Matters Person (or any agent therefor appointed in accordance with the definition of “Tax Matters Person” herein, if applicable), for the payment of such tax (upon the written request of the Tax Matters Person or its agent, to the extent reimbursable, and to the extent that the Tax Matters Person or its agent has not been previously reimbursed therefor).

Section 2.07. Acceptance by Trustee.

        The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a 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 agrees, for the benefit of the Trust, to review (or cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or cause the Initial Custodian to deliver to the Company a certification, which satisfies 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)(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 collectibility, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents constituting a part of a Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the Company. The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the Trustee’s notice to it respecting such defect, 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)), either (i) repurchase the related Mortgage Loan from the Trust at the Purchase Price, or (ii) substitute for any Mortgage Loan to which such defect relates a different mortgage loan (a “ Substitute Mortgage Loan ”) which is a “qualified replacement mortgage” (as defined in the Code) and, (iii) after such three-month or two-year period, as applicable, the Company shall repurchase the Mortgage Loan from the Trust at the Purchase Price but only if the Mortgage Loan is in default or default is, in the judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase Price,” 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.

        Such Substitute Mortgage Loan shall mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in cash, together with unpaid accrued interest, if any, on the difference between the aggregate of the principal balances of the Substitute Mortgage Loans and the Principal Balance of such Mortgage Loan during the calendar month in which the substitution occurs to the last day of such month at a rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, 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 2.07. Furthermore, such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 2.08 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan. Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted.

        The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) release to the Company the related Mortgage File 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 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 the Company or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form from MERS to the Company 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. The obligation of the Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Section 2.08. Representations and Warranties of the Company Concerning the Mortgage Loans.

        With respect to the conveyance of the Mortgage Loans provided for in Section 2.04 herein, the Company hereby represents and warrants to the Trust that as of the Cut-Off Date unless otherwise indicated:

  (i) The information set forth in the Mortgage Loan Schedule was true and correct in all material respects at the date or dates respecting which such information is furnished;

  (ii) As of the Closing Date, each Mortgage is a valid and enforceable (subject to Section 2.08(xvi)) first lien on an unencumbered estate in fee simple or (if the related Mortgage Loan is secured by the interest of the Mortgagor as a lessee under a ground lease) leasehold estate in the related Mortgaged Property subject only to (a) liens for current real property taxes and special assessments; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording such Mortgage, such exceptions appearing of record being acceptable to mortgage lending institutions generally or specifically reflected in the appraisal obtained in connection with the origination of the Mortgage Loan; (c) exceptions set forth in the title insurance policy relating to such Mortgage, such exceptions being acceptable to mortgage lending institutions generally; and (d) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage;

  (iii) Immediately upon the transfer and assignment contemplated herein, 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 any lien under this Agreement);

  (iv) As of the day prior to the Cut-Off Date, all payments due on each Mortgage Loan had been made and no Mortgage Loan had been delinquent (i.e., was more than 30 days past due) more than once in the preceding 12 months and any such delinquency lasted for no more than 30 days;

  (v) As of the Closing Date, there is no late assessment for delinquent taxes outstanding against any Mortgaged Property;

  (vi) As of the Closing Date, there is no offset, defense or counterclaim to any Mortgage Note, including the obligation of the Mortgagor to pay the unpaid principal or interest on such Mortgage Note except to the extent that the Buydown Agreement for a Buydown Loan forgives certain indebtedness of a Mortgagor;

  (vii) As of the Closing Date, each Mortgaged Property is free of damage and in good repair, ordinary wear and tear excepted;

  (viii) Each Mortgage Loan at the time it was made complied with all applicable local, state and federal laws, including, without limitation, usury, equal credit opportunity, disclosure and recording laws, and predatory and abusive lending laws applicable to the originating lender;

  (ix) Each Mortgage Loan was originated by a savings association, savings bank, credit union, insurance company, or similar institution which is supervised and examined by a federal or state authority or by a mortgagee approved by the FHA and will be serviced by an institution which meets the servicer eligibility requirements established by the Company;

  (x) As of the Closing Date, each Mortgage Loan is covered by an ALTA form or CLTA form of mortgagee title insurance policy or other form of policy of insurance which has been issued by, and is the valid and binding obligation of, a title insurer which, as of the origination date of such Mortgage Loan, was qualified to do business in the state in which the related Mortgaged Property is located. Such policy insures the originator of the Mortgage Loan, its successors and assigns as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan subject to the exceptions set forth in such policy. Such policy is in full force and effect and inures to the benefit of the Trust upon the consummation of the transactions contemplated by this Agreement and no claims have been made under such policy, and no prior holder of the related Mortgage, including the Company, has done, by act or omission, anything which would impair the coverage of such policy;

  (xi) Each Mortgage Loan with a Loan-to-Value Ratio as of the Cut-Off Date in excess of 80% was covered by a Primary Insurance Policy or an FHA insurance policy or a VA guaranty, and such policy or guaranty is valid and remains in full force and effect;

  (xii) As of the Closing Date, all policies of insurance required by this Agreement or by a Selling and Servicing Contract have been validly issued and remain in full force and effect, including such policies covering the Company, the Master Servicer or any Servicer;

  (xiii) As of the Closing Date, each insurer issuing a Primary Insurance Policy holds a rating acceptable to the Rating Agencies;

  (xiv) Each Mortgage (exclusive of any riders thereto) was documented by appropriate Fannie Mae/Freddie Mac mortgage instruments in effect at the time of origination, or other instruments approved by the Company;

  (xv) As of the Closing Date, the Mortgaged Property securing each Mortgage relating to a Mortgage Loan is improved with a one- to four-family dwelling unit, including units in a duplex, triplex, fourplex, condominium project, townhouse, a planned unit development or a de minimis planned unit development;

  (xvi) As of the Closing Date, each Mortgage and Mortgage Note is the legal, valid and binding obligation of the maker thereof and is enforceable in accordance with its terms, except only as such enforcement may be limited by laws affecting the enforcement of creditors’ rights generally and principles of equity;

  (xvii) As of the date of origination, as to Mortgaged Properties which are units in condominiums or planned unit developments, all of such units met the applicable Underwriting Standards, are located in a condominium or planned unit development projects which have received Fannie Mae or Freddie Mac approval, or are approvable by Fannie Mae or Freddie Mac or have otherwise been approved by the Company;

  (xviii) None of the Mortgage Loans are Buydown Loans;

  (xix) Based solely on representations of the Mortgagors obtained at the origination of the related Mortgage Loans, approximately 98.89% (by Principal Balance) of the Group I Loans will be secured by owner occupied Mortgaged Properties which are the primary residences of the related Mortgagors, approximately 1.01% (by Principal Balance) of the Group I Loans will be secured by owner occupied Mortgaged Properties which were second or vacation homes of the Mortgagors and none of the Group I Loans will be secured by Mortgaged Properties which were investor properties of the related Mortgagors; and approximately 97.27% (by Principal Balance) of the Group II Loans will be secured by owner occupied Mortgaged Properties which are the primary residences of the related Mortgagors, approximately 2.67% (by Principal Balance) of the Group II Loans will be secured by owner occupied Mortgaged Properties which were second or vacation homes of the Mortgagors and approximately 0.06% of the Group II Loans will be secured by Mortgaged Properties which were investor properties of the related Mortgagors;

  (xx) Prior to origination or refinancing, an appraisal of each Mortgaged Property was made by an appraiser on a form satisfactory to Fannie Mae or Freddie Mac;

  (xxi) The Mortgage Loans have been underwritten substantially in accordance with the applicable Underwriting Standards;

  (xxii) All of the Mortgage Loans have due-on-sale clauses; however, the due on sale provisions may not be exercised at the time of a transfer if prohibited by law;

  (xxiii) The Company used no adverse selection procedures in selecting the Mortgage Loans from among the outstanding fixed-rate conventional mortgage loans purchased by it which were available for inclusion in the Mortgage Pool and as to which the representations and warranties in this Section 2.08 could be made;

  (xxiv) With respect to any Mortgage Loan as to which an affidavit has been delivered to the Trustee certifying that the original Mortgage Note is a Destroyed Mortgage Note, if such Mortgage Loan is subsequently in default, the enforcement of such Mortgage Loan or of the related Mortgage by or on behalf of the Trust will not be materially adversely affected by the absence of the original Mortgage Note (or portion thereof, as applicable);

  (xxv) Based upon an appraisal of the Mortgaged Property securing each Mortgage Loan, all of the Group I Loans had a current Loan-to-Value Ratio less than or equal to 80%; and approximately 99.61% (by Principal Balance) of the Group II Loans had a current Loan-to-Value Ratio less than or equal to 80%, approximately 0.39% (by Principal Balance) of the Group II Loans had a current Loan-to-Value Ratio greater than 80% but less than or equal to 95% and no Group II Loan had a current Loan-to-Value Ratio greater than 95%;

  (xxvi) Approximately 82.05% (by Principal Balance) of the Group I Loans and approximately 94.87% (by Principal Balance) of the Group II Loans were originated for the purpose of refinancing existing mortgage debt, including cash-out refinancings; and approximately 17.96% (by Principal Balance) of the Group I Loans and approximately 5.13% (by Principal Balance) of the Group II Loans were originated for the purpose of purchasing the Mortgaged Property;

  (xxvii) Not less than approximately 91.30% and 83.15% (by Principal Balance) of the Group I Loans and Group II Loans, respectively, were originated under full documentation programs;

  (xxviii) No Mortgage Loan is subject to the Home Ownership and Equity Protection Act of 1994 or Section 226.32 of Regulation Z, is a “high-cost” loan or a “predatory” loan as defined under any state or local law or regulation applicable to the originator of such Mortgage Loan or which would result in liability to the purchaser or assignee of such Mortgage Loan under any predatory or abusive lending law, or, without limiting the generality of the foregoing, is a “covered” loan under the laws of the states of California, Colorado or Ohio; and

  (xxix) Each Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1).

        It is understood and agreed that the representations and warranties 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 Master Servicer, the Trustee or the Custodian of a breach of any of the foregoing representations and warranties which materially and adversely affects the value of the related Mortgage Loans or the interests of the Trust in the related Mortgage Loans, the Company, the Master Servicer, the Trustee or the Custodian, as the case may be, discovering such breach shall give prompt written notice to the others. Any breach of the representation set forth in clause (xxviii) of this Section 2.08 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. Within 90 days of its discovery or its receipt of notice of breach, the Company shall repurchase, subject to the limitations set forth in the definition of “Purchase Price,” or substitute for the affected Mortgage Loan or Mortgage Loans or any property acquired in respect thereof from the Trust, unless it has cured such breach in all material respects. After the end of the three-month period beginning on the “start-up day,” any such substitution shall be made only if the Company provides to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee reasonably satisfactory to the Trustee that each Substitute Mortgage Loan will be a “qualified replacement mortgage” within the meaning of Section 860G(a)(4) of the Code. Such substitution shall be made in the manner and within the time limits set forth in Section 2.07. Any such repurchase by the Company shall be accomplished in the manner and at the Purchase Price, if applicable, but shall not be subject to the time limits, set forth in Section 2.07. It is understood and agreed that the obligation of the Company to provide such substitution or to make such repurchase of any affected Mortgage Loan or Mortgage Loans or any pr


SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Close this window