POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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CHRISTIANA BANK & TRUST COMPANY | LASALLE BANK NATIONAL ASSOCIATION | WASHINGTON MUTUAL BANK | Washington Mutual Mortgage Securities Corp

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: Delaware Date: 4/12/2005

POOLING AND SERVICING AGREEMENT, Parties: christiana bank & trust company , lasalle bank national association , washington mutual bank , washington mutual mortgage securities corp

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EXHIBIT 4.1

EXECUTION VERSION

WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.,

as Depositor

and

WASHINGTON MUTUAL BANK, FA,

as Servicer

and

LASALLE BANK NATIONAL ASSOCIATION,

as Trustee

and

CHRISTIANA BANK & TRUST COMPANY,

as Delaware Trustee

POOLING AND SERVICING AGREEMENT

$452,135,714.06

Washington Mutual Mortgage Securities Corp.

Washington Mutual Mortgage Pass-Through Certificates

WMALT Series 2005-2

Cut-Off Date: March 1, 2005

TABLE OF CONTENTS

	Page
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 Loss	6
Beneficial Holder	7
Benefit Plan Opinion	7
Book-Entry Certificates	7
Business Day	7
Buydown Agreement	7
Buydown Fund	7
Buydown Fund Account	7
Buydown Loan	8
Cap Counterparty	8
Carry-Forward Subsequent Recoveries Amount	8
Certificate	8
Certificate Account	8
Certificate Group	8
Certificateholder or Holder	8
Certificate Insurance Policy	9
Certificate Insurer	9
Certificate Insurer Default	9
Certificate Interest Rate	9
Certificate of Trust	10
Certificate Principal Balance	10
Certificate Register and Certificate Registrar	10
Class	10
Class 1-A-1 Certificates	10
Class 1-A-1-L Regular Interest	10
Class 1-A-2 Certificates	10
Class 1-A-2-L Regular Interest	10
Class 1-A-3 Certificates	11
Class 1-A-3 Fraction	11
Class 1-A-3-L Regular Interest	11
Class 1-A-4 Certificates	11
Class 1-A-4 Notional Amount	11
Class 1-A-5 Certificates	11
Class 1-A-5-L Regular Interest	11
Class 1-A-6 Additional Reimbursement Amount	11
Class 1-A-6 Available Funds	11
Class 1-A-6 Certificates	11
Class 1-A-6 Covered Payoff Shortfall Amount	11
Class 1-A-6 Priority Amount	11
Class 1-A-6 Reimbursement Amount	12
Class 1-A-6 Required Distributions	12
Class 1-A-6 Reserve Fund	12
Class 1-A-6-L Regular Interest	12
Class 1-P Fraction	12
Class 1-P Mortgage Loan	12
Class 2-A-1 Certificates	12
Class 2-A-1-L Regular Interest	12
Class 2-A-2 Certificates	12
Class 2-A-2 Fraction	12
Class 2-A-2-L Regular Interest	12
Class 2-A-3 Certificates	13
Class 2-A-3 Notional Amount	13
Class 2-A-4 Certificates	13
Class 2-A-4-L Regular Interest	13
Class 2-A-5 Certificates	13
Class 2-A-5-L Regular Interest	13
Class 2-A-6 Certificates	13
Class 2-A-6-L Regular Interest	13
Class 2-P Fraction	13
Class 2-P Mortgage Loan	13
Class 3-A Certificates	13
Class 3-A-L Regular Interest	13
Class 3-P Certificates	13
Class 3-P-L Regular Interest	13
Class 3-P Fraction	14
Class 3-P Mortgage Loan	14
Class 3-P-L Regular Interest	14
Class A Certificates	14
Class A-L Regular Interests	14
Class B Certificates	14
Class B-L Regular Interests	14
Class B Percentage	14
Class B-1 Certificates	14
Class B-1-L Regular Interest	14
Class B-2 Certificates	14
Class B-2-L Regular Interest	14
Class B-3 Certificates	14
Class B-3-L Regular Interest	14
Class B-4 Certificates	14
Class B-4-L Regular Interest	14
Class B-5 Certificates	15
Class B-5-L Regular Interest	15
Class B-6 Certificates	15
Class B-6-L Regular Interest	15
Class C-P Certificates	15
Class C-P-L Regular Interest	15
Class C-X Certificates	15
Class C-X-L Regular Interest	15
Class C-X Notional Amount	15
Class C-X-L Regular Interest	15
Class Notional Amount	15
Class P Certificates	15
Class P Fraction	16
Class P Mortgage Loan	16
Class P-L Regular Interests	16
Class Principal Balance	16
Class R Certificates	17
Class R Residual Interests	17
Class R-1 Residual Interest	17
Class R-2 Residual Interest	17
Class X Certificates	17
Class X-L Regular Interest	17
Clean-Up Call Percentage	17
Clearing Agency	17
Closing Date	17
Closing Date Loan-to-Value Ratio	17
Code	17
Company	17
Compensating Interest	17
Cooperative	18
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
Credit Support Depletion Date	19
Cumulative Carry-Forward Subsequent Recoveries Amount	19
Curtailment	19
Curtailment Shortfall	19
Custodial Account for P&I	19
Custodial Account for Reserves	20
Custodial Agreement	20
Custodian	20
Cut-Off Date	20
Deceased Holder	20
Deficiency Amount	21
Definitive Certificates	21
Delaware Trustee	21
Depositary Agreement	21
Destroyed Mortgage Note	21
Determination Date	21
Disqualified Organization	21
Distribution Date	21
DTC	21
DTC Participant	21
Due Date	21
Eligible Institution	22
Eligible Investments	22
ERISA	23
ERISA Restricted Certificate	23
Event of Default	23
Excess Liquidation Proceeds	23
Excess Subsequent Recoveries	24
Fannie Mae	24
FDIC	24
FHA	24
Final Maturity Date	24
Final Yield Maintenance Payment Date	24
Fitch	24
Freddie Mac	24
Group 1 Certificates	24
Group 1 Loans	24
Group 1 Lockout Adjusted Percentage	24
Group 1 Lockout Liquidation Amount	24
Group 1 Lockout Percentage	24
Group 1 Lockout Prepayment Percentage	25
Group 1 Lockout Priority Amount	25
Group 1 Premium Rate Mortgage Loans	25
Group 1 Senior Liquidation Amount	25
Group 1 Senior Percentage	25
Group 1 Senior Prepayment Percentage, Group 2 Senior Prepayment Percentage or Group 3 Senior Prepayment Percentage	25
Group 1 Senior Principal Distribution Amount	27
Group 1 Subordinate Percentage	27
Group 1 Subordinate Prepayment Percentage	27
Group 1-A Certificates	28
Group 1-A-L Regular Interests	28
Group 1-L Regular Interests	28
Group 2 Certificates	28
Group 2 Loans	28
Group 2 Lockout Adjusted Percentage	28
Group 2 Lockout Liquidation Amount	28
Group 2 Lockout Percentage	28
Group 2 Lockout Prepayment Percentage	28
Group 2 Lockout Priority Amount	28
Group 2 Premium Rate Mortgage Loans	28
Group 2 Senior Liquidation Amount	29
Group 2 Senior Percentage	29
Group 2 Senior Prepayment Percentage	29
Group 2 Senior Principal Distribution Amount	29
Group 2 Subordinate Percentage	29
Group 2 Subordinate Prepayment Percentage	29
Group 2-A Certificates	29
Group 2-A-L Regular Interests	29
Group 2-L Regular Interests	29
Group 3 Certificates	29
Group 3 Loans	29
Group 3 Premium Rate Mortgage Loans	30
Group 3 Senior Liquidation Amount	30
Group 3 Senior Percentage	30
Group 3 Senior Prepayment Percentage	30
Group 3 Senior Principal Distribution Amount	30
Group 3 Subordinate Percentage	30
Group 3 Subordinate Prepayment Percentage	30
Group 3-L Regular Interests	30
Indirect DTC Participants	30
Initial Custodial Agreement	30
Initial Custodian	31
Insurance Proceeds	31
Insured Amount	31
Insured Certificates	31
Interest Distribution Amount	31
Interest Transfer Amount	31
Investment Account	31
Investment Depository	31
Junior Subordinate Certificates	31
Last Scheduled Distribution Date	31
Lender	32
LIBOR	32
LIBOR Determination Date	32
Living Holder	32
Liquidated Mortgage Loan	32
Liquidation Principal	32
Liquidation Proceeds	32
Loan Group	32
Loan Group 1	32
Loan Group 2	32
Loan Group 3	32
Loan-to-Value Ratio	32
Lowest Class B Owner	32
MERS	33
MERS Loan	33
MERS® System	33
MIN	33
MOM Loan	33
Monthly P&I Advance	33
Monthly Payment	33
Moody’s	33
Mortgage	33
Mortgage File	33
Mortgage Interest Rate	36
Mortgage Loan Schedule	36
Mortgage Loans	36
Mortgage Note	36
Mortgage Pool	37
Mortgage Pool Assets	37
Mortgaged Property	37
Mortgagor	37
Nonrecoverable Advance	37
Non-U.S. Person	37
Notice Addresses	37
Notice of Claim	38
OTS	38
Officer’s Certificate	38
Opinion of Counsel	38
Order	38
Original Trust Agreement	38
Original Value	38
Overcollateralized Group	38
Ownership Interest	39
Pass-Through Entity	39
Pass-Through Rate	39
Paying Agent	39
Payoff	39
Payoff Earnings	39
Payoff Interest	39
Payoff Period	40
Percentage Interest	40
Permitted Transferee	40
Person	41
Preference Amount	41
Prepaid Monthly Payment	41
Primary Insurance Policy	41
Principal Balance	41
Principal Payment	42
Principal Payment Amount	42
Principal Prepayment	42
Principal Prepayment Amount	42
Principal Transfer Amount	42
Prior Period	42
Prospectus	42
Purchase Obligation	42
Purchase Price	42
Random Lot	43
Rating Agency	43
Ratings	43
Realized Loss	43
Recognition Agreement	45
Record Date	45
Reference Banks	45
Regular Interests	45
Relief Act Shortfall	45
REMIC	46
REMIC Provisions	46
REMIC I	46
REMIC I Assets	46
REMIC I Available Distribution Amount	46
REMIC I Distribution Amount	47
REMIC I Regular Interests	57
REMIC II	57
REMIC II Assets	57
REMIC II Available Distribution Amount	57
REMIC II Distribution Amount	57
REMIC II Regular Interests	59
Residual Certificates	59
Residual Distribution Amount	59
Responsible Officer	60
Rounding Account	60
Rounding Amount	60
ROV Mortgage Loan	60
S&P	60
Secretary of State	60
Securities Act	60
Security Agreement	60
Selling and Servicing Contract	60
Senior Regular Interests	60
Senior Subordinate Certificates	61
Servicer	61
Servicer Business Day	61
Servicing Fee	61
Servicing Fee Rate	61
Servicing Officer	61
Special Primary Insurance Policy	61
Special Primary Insurance Premium	61
Special Retail Certificates	61
Statutory Trust Statute	61
Step Down Percentage	61
Streamlined Mortgage Loan	62
Stripped Interest Rate	62
Subordinate Certificates	62
Subordinate Component Balance	62
Subordinate Liquidation Amount	62
Subordinate Percentage	62
Subordinate Principal Distribution Amount	62
Subordinate Principal Prepayments Distribution Amount	63
Subordination Level	63
Subsequent Recoveries	64
Substitute Mortgage Loan	64
Tax Matters Person	64
Termination Date	64
Termination Payment	64
Total Transfer Amount	64
Transfer	64
Transferee	64
Transferee Affidavit and Agreement	64
Trust	65
Trustee	65
Uncollected Interest	65
Uncompensated Interest Shortfall	65
Undercollateralized Group	65
Underwriter	66
Underwriting Standards	66
Uninsured Cause	66
U.S. Person	66
VA	66
Withdrawal Date	66
Yield Maintenance Account	66
Yield Maintenance Agreements	66
Yield Maintenance Notional Balance	66
Yield Maintenance Payment Amount	66
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	67
Section 2.01. Creation of the Trust	67
Section 2.02. Restrictions on Activities of the Trust	68
Section 2.03. Separateness Requirements	69
Section 2.04. Conveyance of Mortgage Pool Assets; Security Interest	70
Section 2.05. Delivery of Mortgage Files	71
Section 2.06. REMIC Election for REMIC I	73
Section 2.07. Acceptance by Trustee	74
Section 2.08. Representations and Warranties of the Company Concerning the Mortgage Loans	76
Section 2.09. Acknowledgment of Transfer of Mortgage Pool Assets	81
Section 2.10. Conveyance of REMIC II Assets; Security Interest	82
Section 2.11. REMIC Election for REMIC II	82
Section 2.12. Acknowledgement of Transfer of REMIC II Assets; Authentication of Certificates	83
Section 2.13. Legal Title	84
Section 2.14. Compliance with ERISA Requirements	84
Section 2.15. Additional Representation of the Company Concerning the Mortgage Loans	84
Article III Administration And Servicing Of Mortgage Loans	84
Section 3.01. The Servicer	84
Section 3.02. Custodial Accounts and Buydown Fund Accounts	86
Section 3.03. The Investment Account; Eligible Investments	87
Section 3.04. The Certificate Account	88
Section 3.05. Permitted Withdrawals from the Certificate Account, the Investment Account, Custodial Accounts for P&I and Custodial Accounts for Reserves and of Buydown Funds from the Buydown Fund Accounts	89
Section 3.06. Maintenance of Primary Insurance Policies; Collections Thereunder	91
Section 3.07. Maintenance of Hazard Insurance	91
Section 3.08. Enforcement of Due-on-Sale Clauses; Assumption Agreements	92
Section 3.09. Realization Upon Defaulted Mortgage Loans	92
Section 3.10. Trustee to Cooperate; Release of Mortgage Files	94
Section 3.11. Compensation to the Servicer	95
Section 3.12. Reports to the Trustee; Certificate Account Statement	95
Section 3.13. Annual Statement as to Compliance	96
Section 3.14. Access to Certain Documentation and Information Regarding the Mortgage Loans	96
Section 3.15. Annual Independent Public Accountants’ Servicing Report	96
Section 3.16. Yield Maintenance Account.	96
Section 3.17. Maintenance of the Class 1-A-6 Reserve Fund. ).	97
Section 3.18. [Reserved.]	98
Section 3.19. Determination of LIBOR by Servicer.	98
Section 3.20. [Reserved.]	99
Section 3.21. Maintenance of the Certificate Insurance Policy; Collections Thereunder.	99
Section 3.22. Maintenance of the Rounding Account; Collections Thereunder.	101
ARTICLE IV Payments to Certificateholders; Payment of Expenses	101
Section 4.01. Distributions to Holders of REMIC I Regular Interests and Class R-1 Residual Interest; Payments to Certificate Insurer	101
Section 4.02. Advances by the Servicer; Distribution Reports to the Trustee	102
Section 4.03. Nonrecoverable Advances	104
Section 4.04. Distributions to Certificateholders; Payment of Special Primary Insurance Premiums	104
Section 4.05. Statements to Certificateholders	106
Section 4.06. Principal Distributions on the Special Retail Certificates	106
ARTICLE V The Certificates	110
Section 5.01. The Certificates	110
Section 5.02. Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized Denominations	117
Section 5.03. Registration of Transfer and Exchange of Certificates	117
Section 5.04. Mutilated, Destroyed, Lost or Stolen Certificates	117
Section 5.05. Persons Deemed Owners	118
Section 5.06. Temporary Certificates	118
Section 5.07. Book-Entry for Book-Entry Certificates	119
Section 5.08. Notices to Clearing Agency	120
Section 5.09. Definitive Certificates	120
Section 5.10. Office for Transfer of Certificates	120
Section 5.11. Nature of Certificates	120
ARTICLE VI The Company and the Servicer	121
Section 6.01. Liability of the Company and the Servicer	121
Section 6.02. Merger or Consolidation of the Company or the Servicer	121
Section 6.03. Limitation on Liability of the Company, the Servicer and Others	121
Section 6.04. Neither the Company nor the Servicer may Resign	122
Section 6.05. Trustee and Certificate Insurer Access.	122
ARTICLE VII Default	122
Section 7.01. Events of Default	122
Section 7.02. Trustee to Act; Appointment of Successor	125
Section 7.03. Notification to Certificateholders and the Certificate Insurer	126
ARTICLE VIII Concerning the Trustees	126
Section 8.01. Duties of Trustees	126
Section 8.02. Certain Matters Affecting the Trustees	127
Section 8.03. Trustees Not Liable for Certificates or Mortgage Loans	129
Section 8.04. Trustees May Own Certificates	129
Section 8.05. The Servicer to Pay Trustees’ Fees and Expenses	129
Section 8.06. Eligibility Requirements for Trustees	130
Section 8.07. Resignation and Removal of Trustees	130
Section 8.08. Successor Trustee	131
Section 8.09. Merger or Consolidation of Trustee	131
Section 8.10. Appointment of Co-Trustee or Separate Trustee	131
Section 8.11. Authenticating Agents	132
Section 8.12. Paying Agents	133
Section 8.13. Duties of Delaware Trustee	134
Section 8.14. Amendment to Certificate of Trust	134
Section 8.15. Limitation of Liability	135
Section 8.16. Yield Maintenance Agreements	135
ARTICLE IX Termination	135
Section 9.01. Termination Upon Purchase by the Servicer or Liquidation of All Mortgage Loans	135
Section 9.02. Additional Termination Requirements	137
Section 9.03. Trust Irrevocable	138
ARTICLE X Miscellaneous Provisions	138
Section 10.01. Amendment	138
Section 10.02. Recordation of Agreement	139
Section 10.03. Limitation on Rights of Certificateholders	140
Section 10.04. Access to List of Certificateholders	141
Section 10.05. Governing Law	141
Section 10.06. Notices	141
Section 10.07. Severability of Provisions	141
Section 10.08. Counterpart Signatures	142
Section 10.09. Benefits of Agreement	142
Section 10.10. Notices and Copies to Rating Agencies and the Certificate Insurer	142
Section 10.11. Certificate Insurer Rights	143

Schedule 1 Exceptions to Section 2.08(iv) Representations

Exhibit A          Form of Certificates (other than Class R Certificates)
Exhibit B          Form of Class R Certificates
Exhibit C          Anti-Predatory Lending Categorization
Exhibit D          Mortgage Loan Schedule
Exhibit E           [Reserved]
Exhibit F           Form of Transferor Certificate For Junior Subordinate Certificates
Exhibit G          Form of Transferee’s Agreement For Junior Subordinate Certificates
Exhibit H          Form of Additional Matter Incorporated Into the Certificates
Exhibit I            Transferor Certificate
Exhibit J           Transferee Affidavit And Agreement
Exhibit K          Form of Certificate Insurance Policy
Exhibit L           Form of Investment Letter
Exhibit M         Form of Trustee’s Certification Pursuant to Section 2.07
Exhibit N          Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(d)
Exhibit O          Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(g)

This Pooling and Servicing Agreement, dated and effective as of March 1, 2005 (this “ Agreement ”), is executed by and among Washington Mutual Mortgage Securities Corp., as depositor (the “ Company ”), Washington Mutual Bank, FA, as Servicer (the “ Servicer ”), LaSalle Bank National Association, a national banking association with a corporate trust office at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, 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 Certificates (other than the Class R Certificates) 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 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 and (iv) 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 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Company and the Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

The Certificates issued hereunder, other than the Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated March 21, 2005, and a Prospectus Supplement, dated March 24, 2005, of the Company (together, the “ Prospectus ”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated March 28, 2005. 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 Class R Residual Interests and the Certificates:

REMIC I Interests

	Class Designation for each Class of REMIC I Regular Interests and the Class R-1 Residual Interest	Type of Interest	Certificate Interest Rate (1)	Initial Class Principal Balance	Final Maturity Date*
	Class 1-A-1-L	Regular	5.500%	$31,122,000.00	April 2035
	Class 1-A-2-L	Regular	5.500%	1,638,000 .00	April 2035
	Class 1-A-3-L	Regular	5.500%	281,002,000 .00	April 2035
	Class 1-A-5-L	Regular	5.500%	14,790,000 .00	April 2035
	Class 1-A-6-L	Regular	5.500%	10,700,000 .00	April 2035
	Class 2-A-1-L	Regular	5.500%	5,795,000.00	April 2035
	Class 2-A-2-L	Regular	5.500%	50,336,000.00	April 2035
	Class 2-A-4-L	Regular	5.500%	2,650,000.00	April 2035
	Class 2-A-5-L	Regular	5.500%	2,225,000.00	April 2035
	Class 2-A-6-L	Regular	5.500%	305,000.00	April 2035
	Class 3-A-L	Regular	5.500%	26,468,300 .00	April 2035
	Class C-X-L	Regular	5.500%(2)	-----	April 2035
	Class C-P-L	Regular	(3)	1,271,629 .00	April 2035
	Class 3-P-L	Regular	(3)	1,225,835 .00	April 2020
	Class B-1-L	Regular	5.500%	10,399,000 .00	April 2035
	Class B-2-L	Regular	5.500%	4,295,000 .00	April 2035
	Class B-3-L	Regular	5.500%	2,486,000 .00	April 2035
	Class B-4-L	Regular	5.500%	2,260,000 .00	April 2035
	Class B-5-L	Regular	5.500%	2,034,000 .00	April 2035
	Class B-6-L	Regular	5.500%	1,132,850.06	April 2035
	Class R-1†	Residual	5.500%	100.00	April 2035

* 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 on each Distribution Date to the REMIC I Regular Interests (other than the Class P-L Regular Interests, 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 Class C-X-L Regular Interest shall accrue interest on the Class C-X Notional Amount. The Class C-X-L Regular Interest 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.

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

REMIC II Interests

	Class Designation for each Class of REMIC II Regular Interests and the Class R-2 Residual Interest	Type of Interest	Certificate Interest Rate (1)	Initial Class Principal Balance	Final Maturity Date*
	Class 1-A-1	Regular	5.500%	$31,122,000.00	April 2035
	Class 1-A-2	Regular	5.500%	1,638,000 .00	April 2035
	Class 1-A-3-M	Regular	(2)	281,002,000 .00	April 2035
	Class 1-A-4	Regular	(3)	-----	April 2035
	Class 1-A-5	Regular	5.500%	14,790,000 .00	April 2035
	Class 1-A-6	Regular	5.500%	10,700,000 .00	April 2035
	Class 2-A-1	Regular	5.500%	5,795,000.00	April 2035
	Class 2-A-2-M	Regular	(4)	50,336,000.00	April 2035
	Class 2-A-3	Regular	(5)	-----	April 2035
	Class 2-A-4	Regular	5.500%	2,650,000.00	April 2035
	Class 2-A-5	Regular	5.500%	2,225,000.00	April 2035
	Class 2-A-6	Regular	5.500%	305,000.00	April 2035
	Class 3-A	Regular	5.500%	26,468,300 .00	April 2035
	Class C-X	Regular	5.500%(6)	-----	April 2035
	Class C-P	Regular	(7)	1,271,629 .00	April 2035
	Class 3-P	Regular	(7)	1,225,835 .00	April 2020
	Class B-1	Regular	5.500%	10,399,000 .00	April 2035
	Class B-2	Regular	5.500%	4,295,000 .00	April 2035
	Class B-3	Regular	5.500%	2,486,000 .00	April 2035
	Class B-4	Regular	5.500%	2,260,000 .00	April 2035
	Class B-5	Regular	5.500%	2,034,000 .00	April 2035
	Class B-6	Regular	5.500%	1,132,850.06	April 2035
	Class R-2 (8)	Residual	-----	-----	April 2035

* 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.
(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 1-A-3-M Regular Interest shall equal LIBOR plus 0.450%, subject to a minimum and maximum Certificate Interest Rate of 0.450% and 5.500% per annum, respectively.
(3) The Certificate Interest Rate for the Class 1-A-4 Certificates shall equal 5.050% minus LIBOR, subject to a minimum and maximum Certificate Interest Rate of 0.000% and 5.050% per annum, respectively. The Class 1-A-4 Certificates shall accrue interest on the Class 1-A-4 Notional Amount. The Class 1-A-4 Certificates shall not be entitled to receive any distributions of principal.
(4) The Certificate Interest Rate for the Class 2-A-2-M Regular Interest shall equal LIBOR plus 0.500%, subject to a minimum and maximum Certificate Interest Rate of 0.500% and 5.500% per annum, respectively.
(5) The Certificate Interest Rate for the Class 2-A-3 Certificates shall equal 5.000% minus LIBOR, subject to a minimum and maximum Certificate Interest Rate of 0.000% and 5.000% per annum, respectively. The Class 2-A-3 Certificates shall accrue interest on the Class 2-A-3 Notional Amount. The Class 2-A-3 Certificates shall not be entitled to receive any distributions of principal.
(6) The Class C-X Certificates shall accrue interest on the Class C-X Notional Amount. The Class C-X Certificates shall not be entitled to receive any distributions of principal.
(7) The Class P Certificates shall not be entitled to receive any distributions of interest.
(8) The Class R‑2 Residual Interest shall be entitled to receive the applicable Residual Distribution Amount. The Class R‑2 Residual Interest shall not be entitled to receive any distributions of interest or principal.

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

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

In addition, the Trust will issue (i) the Class 1-A-3 Certificates, which will represent ownership of (x) the Class 1-A-3-M Regular Interest and (y) the applicable rights specified in the second sentence of Section 4.04(a) and (ii) the Class 2-A-2 Certificates, which will represent ownership of (x) the Class 2-A-2-M Regular Interest and (y) the applicable rights specified in the second sentence of Section 4.04(a).

As of the Cut-Off Date, the Mortgage Loans have an aggregate Principal Balance of $452,135,715.78 and the Certificates have an Aggregate Certificate Principal Balance of $452,135,714.06.

W I T N E S S E T H :

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

WHEREAS, the Servicer is a federal savings association duly organized and existing under and by virtue of the laws of the United States of America and has full power and authority to enter into this Agreement and to undertake the obligations undertaken by it herein;

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

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

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

WHEREAS, it is the intention of the Company, the Trustee, the Servicer 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 and (iv) issue the Certificates.

NOW, THEREFORE, in order to declare the terms and conditions upon which the REMIC I 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, the Servicer and the Delaware Trustee, for the equal and proportionate benefit of the respective Holders from time to time of the REMIC I 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 : With respect to any (i) Mortgage Loan that is not a Streamlined Mortgage Loan or ROV Mortgage Loan, the lesser of (a) the value set forth on the appraisal made in connection with the origination of such Mortgage Loan as the value of the related Mortgaged Property and (b) the purchase price paid for the Mortgaged Property, provided, however , that if such Mortgage Loan was originated in connection with the refinance of a mortgage loan, such value shall be based solely on the appraisal made in connection with the origination of such Mortgage Loan; (ii) ROV Mortgage Loan, the lesser of (a) the value set forth on the residential appraisal review made in connection with the origination of such Mortgage Loan as the value of the related Mortgaged Property and (b) the purchase price paid for the Mortgaged Property, provided, however , that if such ROV Mortgage Loan was originated in connection with the refinance of a mortgage loan, such value shall be based solely on the residential appraisal review made in connection with the origination of such ROV Mortgage Loan; and (iii) Streamlined Mortgage Loan, the value set forth in the appraisal made in connection with the origination of the mortgage loan being refinanced.

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

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

Authorized Denomination : With respect to the Certificates (other than the Class X, Class 1-A-4, Class 1-A-6, Class 2-A-3, Class 2-A-5 and Class R Certificates), an initial Certificate Principal Balance equal to $25,000 and multiples of $1 in excess thereof, except that one Certificate of each Class of the Junior Subordinate Certificates may be issued in an amount that is not an integral multiple of $1. With respect to the Class 1-A-6 Certificates, an initial Certificate Principal Balance equal to $1,000 and multiples of $1,000 in excess thereof. With respect to the Class 2-A-5 Certificates, an initial Certificate Principal Balance equal to $1,000 and multiples of $1 in excess thereof. With respect to the Class 1-A-4, Class 2-A-3 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 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 Servicer or the Company to any obligation or liability (including obligations or liabilities under Section 406 of ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trust, the Trustee, the Delaware Trustee, the Servicer or the Company.

Book-Entry Certificates : The Class A, Class 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 the Certificate Insurer (with respect to matters hereunder affecting the Certificate Insurer) or on which banking institutions in Stockton, California, Chicago, Illinois, New York, New York, Seattle, Washington or 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 the 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 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.

Cap Counterparty : Bank of America, N.A.

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

Certificate : Any one of the Certificates issued pursuant to this Agreement, executed by the Trustee 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 Servicer as additional servicing compensation. Funds deposited in the Certificate Account (exclusive of the Servicing Fee) shall be held in trust for the Certificateholders and for the uses and purposes set forth in Section 2.01, Section 3.04, Section 3.05, Section 4.01 and Section 4.04.

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

Certificateholder or Holder : With respect to the Certificates, the Person in whose name a Certificate is registered in the Certificate Register, except that, solely for the purposes of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Company, the Servicer or any affiliate thereof shall be deemed not to be outstanding and the Percentage Interest evidenced thereby shall not be taken into account in determining whether the requisite percentage of Percentage Interests necessary to effect any such consent has been obtained; provided , that the Trustee may conclusively rely upon an Officer’s Certificate to determine whether any Person is an affiliate of the Company or the Servicer. For so long as no Certificate Insurer Default exists (and whether or not any payments with respect to Insured Amounts have been made), the Certificate Insurer shall be deemed to be the sole Holder of all outstanding Insured Certificates (other than the right to receive distributions on such Insured Certificates); provided , that the Certificate Insurer shall have no power without the consent of the holder of each Certificate affected thereby to: (i) reduce in any manner the amount of, or delay the timing of, distributions of principal or interest required to be made hereunder or reduce the Certificateholder's Percentage Interest, the Certificate Interest Rate or the Termination Payment with respect to the Insured Certificates; (ii) reduce the percentage of Percentage Interests specified in Section 10.01 which are required to amend this Agreement; (iii) create or permit the creation of any lien against any part of the Mortgage Pool Assets, the REMIC I Assets or the REMIC II Assets; (iv) modify any provision in any way which would permit an earlier retirement of the Certificates; or (v) amend this definition of “Certificateholder or Holder.” 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. For purposes of the definitions of “Order” and “Preference Amount” herein, “Holder” shall have the meaning set forth in the first sentence of this definition of “Certificateholder or Holder” and shall also mean a Beneficial Holder. For purposes of the Certificate Insurance Policy, “Certificateholder” shall have the meaning set forth in the first sentence of this definition of “Certificateholder or Holder” and shall also mean a Beneficial Holder.

Certificate Insurance Policy : The Financial Guaranty Insurance Policy No. D-2005-11 issued by the Certificate Insurer in respect of the Class 1-A-6 Certificates, a copy of which is attached hereto as Exhibit K.

Certificate Insurer : Assured Guaranty Corp., a Maryland domiciled insurance company and a subsidiary of Assured Guaranty Ltd., or any successor thereto.

Certificate Insurer Default : The occurrence and continuance of any one of the following: (a) the Certificate Insurer fails to make a payment required under the Certificate Insurance Policy in accordance with its terms; (b) the Certificate Insurer (i) files any petition or commences any case or any suit in equity, action at law, or other judicial or administrative proceeding under any provision or chapter of the United States Bankruptcy Code or any other similar federal or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization, (ii) makes a general assignment for the benefit of its creditors, or (iii) has an order for relief entered against it under the United States Bankruptcy Code or any other similar federal or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization which is final and nonappealable; or (c) a court of competent jurisdiction or other competent regulatory authority enters a final and nonappealable order, judgment or decree (i) appointing a custodian, trustee, agent or receiver for the Certificate Insurer or for all or any material portion of its property or (ii) authorizing the taking of possession by a custodian, trustee, agent or receiver of the Certificate Insurer (or the taking of possession of all or any material portion of the property of the Certificate Insurer).

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

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

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

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

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

In addition to their right to receive payments from the REMIC II Available Distribution Amount on the Class 1-A-3-M Regular Interest and the Class 2-A-2-M Regular Interest, respectively, the Class 1-A-3 and Class 2-A-2 Certificates shall be entitled to receive payments, if any, as specified in the second sentence of Section 4.04(a).

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

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

Class 1-A-2-L 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 1-A-3 Certificates : The Certificates designated as “Class 1-A-3” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 1-A-3 Fraction : For any Distribution Date, a fraction, the numerator of which is the Certificate Interest Rate for the Class 1-A-3-M Regular Interest for such Distribution Date and the denominator of which is 5.500%.

Class 1-A-3-L 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 1-A-4 Certificates : The Certificates designated as “Class 1-A-4” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 1-A-4 Notional Amount : For any Distribution Date, the Class 1-A-3 Principal Balance immediately before that Distribution Date .

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

Class 1-A-5-L 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 1-A-6 Additional Reimbursement Amount : The sum (to the extent not previously repaid to the Certificate Insurer) of all reasonable costs and expenses (including reasonable costs and expenses of counsel) incurred by the Certificate Insurer in connection with the enforcement, defense or preservation of any rights in respect of the transaction documentation or the Certificate Insurance Policy or the foreclosure against or sale or other disposition of any collateral or pursuit of any remedies under the transaction documentation, to the extent reported in writing by the Certificate Insurer to the Servicer and the Trustee.

Class 1-A-6 Available Funds : For any Distribution Date, the portion of the REMIC II Available Distribution Amount payable to the Class 1-A-6 Certificates pursuant to the definition of “REMIC II Distribution Amount” herein.

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

Class 1-A-6 Covered Payoff Shortfall Amount : For any Distribution Date, an amount equal to the portion of the amount, if any, for such Distribution Date specified in clause (iii) of the definition of “Uncompensated Interest Shortfall” that is allocated to the Class 1-A-6-L Regular Interest pursuant to such definition.

Class 1-A-6 Priority Amount : For any Distribution Date before April 2008, zero; and for any Distribution Date in or after April 2008, $10,700.

Class 1-A-6 Reimbursement Amount : All amounts previously paid by the Certificate Insurer under the Certificate Insurance Policy which have not been previously repaid to the Certificate Insurer.

Class 1-A-6 Required Distributions : With respect to any Distribution Date, the sum, without duplication, of (i) the Interest Distribution Amount for the Class 1-A-6-L Regular Interest for such Distribution Date, minus any basis risk shortfall and any shortfall attributable to the liability of the Trust, any REMIC or the Trustee for taxes or withholding taxes, including interest and penalties in respect of such liability, allocated to the Class 1-A-6 Certificates on such Distribution Date and (ii) the amount of any Realized Losses allocated to the Class 1-A-6 Certificates on such Distribution Date.

Class 1-A-6 Reserve Fund : The separate trust account maintained and held by the Trustee pursuant to Section 3.17, which account shall bear a designation clearly indicating that the funds deposited therein are held in trust solely for the benefit of the Trust on behalf of the Class 1-A-6 Certificateholders, or any other account serving a similar function acceptable to the Rating Agencies and the Certificate Insurer, and which account provides that the Trustee may make, or cause to be made, withdrawals therefrom in accordance with Section 3.17.

Class 1-A-6-L 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 1-P Fraction : For each Class 1-P Mortgage Loan, a fraction, the numerator of which is 5.500% less the Pass-Through Rate on such Class 1-P Mortgage Loan and the denominator of which is 5.500%.

Class 1-P Mortgage Loan : Any Group 1 Loan with a Pass-Through Rate of less than 5.500% per annum.

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

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

Class 2-A-2 Fraction : For any Distribution Date, a fraction, the numerator of which is the Certificate Interest Rate for the Class 2-A-2-M Regular Interest for such Distribution Date and the denominator of which is 5.500%.

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

Class 2-A-3 Notional Amount : For any Distribution Date, the Class 2-A-2 Principal Balance immediately before that Distribution Date .

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

Class 2-A-4-L 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 2-A-5 Certificates : The Certificates designated as “Class 2-A-5” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 2-A-5-L 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 2-A-6 Certificates : The Certificates designated as “Class 2-A-6” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 2-A-6-L 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 2-P Fraction : For each Class 2-P Mortgage Loan, a fraction, the numerator of which is 5.500% less the Pass-Through Rate on such Class 2-P Mortgage Loan and the denominator of which is 5.500%.

Class 2-P Mortgage Loan : Any Group 2 Loan with a Pass-Through Rate of less than 5.500% per annum.

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

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

Class 3-P-L 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 3-P Fraction : For each Class 3-P Mortgage Loan, a fraction, the numerator of which is 5.500% less the Pass-Through Rate on such Class 3-P Mortgage Loan and the denominator of which is 5.500%.

Class 3-P Mortgage Loan : Any Group 3 Loan with a Pass-Through Rate of less than 5.500% per annum.

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

Class A-L Regular Interests : The Group 1-A-L, Group 2-A-L and Class 3-A-L Regular Interests.

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

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

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

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

Cla