POOLING AND SERVICING AGREEMENTPooling and Servicing Agreement |
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EXHIBIT 4.1 EXECUTION VERSION
WASHINGTON MUTUAL MORTGAGE
SECURITIES CORP.,
TABLE OF CONTENTS
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 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 [Reserved] Exhibit L Form of Investment Letter Exhibit M Form of Trustee’s Certification Pursuant to Section 2.07 Exhibit N Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(d) Exhibit O Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(g)
This Pooling and Servicing Agreement, dated and effective as of April 1, 2005 (this “ Agreement ”), is executed by and among Washington Mutual Mortgage Securities Corp., as depositor and as Master Servicer (the “ Company ”), Deutsche Bank National Trust Company, a national banking association with a corporate trust office at 1761 East St. Andrew Place, Santa Ana, CA 92705, as Trustee (the “ Trustee ”), and Deutsche Bank Trust Company Delaware, 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 Certificates) 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 REMIC III Regular Interests and the Certificates, such REMIC III Regular Interests and the Class R-3 Residual Interest 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 April 20, 2005, and a Prospectus Supplement, dated April 20, 2005, of the Company (together, the “ Prospectus ”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated April 26, 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 REMIC II Regular Interests, the REMIC III Regular Interests and the Class R Residual Interests:
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
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
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 REMIC III Regular Interests 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. 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. In addition, the Trust will issue the Class A and Class B Certificates, each of which Class will represent ownership of (i) the Corresponding Class of REMIC III Regular Interests and (ii) the applicable rights specified in the second sentence of Section 4.05(a), and will issue the Class X Certificates, which will represent ownership of (i) the Class X-L Regular Interest and (ii) the obligations specified in the second sentence of Section 4.05(a). As of the Cut-Off Date, the Mortgage Loans have an aggregate Principal Balance of $3,167,184,178.32 and the Certificates have an Aggregate Certificate Principal Balance of $3,167,184,178.32. 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, (iv) 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 REMIC III 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, the REMIC III Regular Interests and the Certificates, as applicable, as follows: Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings: Adjusted Cap Rate : For any Distribution Date and any Class of Class 1 A-L Regular Interests, a fraction, the numerator of which is equal to the product of (i) the amount of interest distributions accrued on the Group I Loans on the basis of the Loan Group I Weighted Average Pass-Through Rate for that Distribution Date less the Net Negative Amortization on the Group I Loans and (ii) 12, and the denominator of which is equal to the Stated Principal Balance of the Group I Loans as of the second preceding Due Date after giving effect to the payments due on the Group I Loans on that Due Date multiplied by a ratio, the numerator of which is 30 and the denominator of which is the actual number of days in the related accrual period. For any Distribution Date and any Class of Class 2 A-L Regular Interests, a fraction, the numerator of which is equal to the product of (i) the amount of interest distributions accrued on the Group II Loans on the basis of the Loan Group II Weighted Average Pass-Through Rate for that Distribution Date less the Net Negative Amortization on the Group II Loans and (ii) 12, and the denominator of which is equal to the Stated Principal Balance of the Group II Loans as of the second preceding Due Date after giving effect to the payments due on the Group II Loans on that Due Date multiplied by a ratio, the numerator of which is 30 and the denominator of which is the actual number of days in the related accrual period. For any Distribution Date and any Class of Group B-L Regular Interests, the Class B Weighted Average Pass-Through Rate, computed for this purpose by (i) reducing the Loan Group I Weighted Average Pass-Through Rate by a per annum rate equal to a fraction, the numerator of which is the Net Negative Amortization on the Group I Loans multiplied by 12, and the denominator of which is equal to the Stated Principal Balance of the Group I Loans as of the second preceding Due Date after giving effect to the payments due on the Group I Loans on that Due Date and (ii) reducing the Loan Group II Weighted Average Pass-Through Rate by a per annum rate equal to a fraction, the numerator of which is the Net Negative Amortization on the Group II Loans multiplied by 12, and the denominator of which is equal to the Stated Principal Balance of the Group II Loans as of the second preceding Due Date after giving effect to the payments due on the Group II Loans on that Due Date. For any Distribution Date and the Class X-L Regular Interest and the Certificate Interest Rate for the Class X Certificates, computed for this purpose by (i) reducing the Weighted Average Pass-Through Rate for that Distribution Date by a per annum rate equal to a fraction, the numerator of which is the Net Negative Amortization of all of the Mortgage Loans multiplied by 12, and the denominator of which is equal to the Stated Principal Balance of all of the Mortgage Loans as of the second preceding Due Date after giving effect to the payments due on the Mortgage Loans on that Due Date and (ii) substituting “Adjusted Cap Rate” for (1) “Loan Group I Weighted Average Pass-Through Rate”, (2) “Loan Group II Weighted Average Pass-Through Rate” and (3) “Class B Weighted Average Pass-Through Rate”, as applicable, in clause (a) in the calculation of Certificate Interest Rate for each of notes (2) through (11) and (13) through (19) to the table entitled “REMIC III Interests” in the Preliminary Statement hereto. 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 each Class of Certificates (other than the Class X 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 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 Minimum 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 and Senior Subordinate Certificates, beneficial ownership and transfers of which shall be made through book entries as described in Section 5.07. BSFP : Bear Stearns Financial Products Inc. Business Day : Any day other than a Saturday or a Sunday or a day on which banking institutions in Stockton, California, Chicago, Illinois, New York, New York, Seattle, Washington or any city in which the Corporate Trust Office is located (which shall initially be Santa Ana, California) 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 a 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 (including the Trustee). 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 Strike Rate : For any Distribution Date, the amount set forth for the Group I-A Certificates or the Group II-A Certificates, as applicable, under the heading “Strike Rate” in Schedule 1 of the Prospectus. Carry-Forward Subsequent Recoveries Amount : For any Distribution Date, the excess, if any, of (i) the Subsequent Recoveries for such Distribution Date 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 on such Distribution Date pursuant to the definition of “Class Principal Balance” herein. Carryover Shortfall Amount : For any Distribution Date and for any Class of Class A Certificates, the sum of: (i) the excess, if any, of (a) the amount of interest that would have accrued on the Class Principal Balance of such Class’ Corresponding Class immediately before such Distribution Date, during the No-Delay Accrual Period, at a Certificate Interest Rate equal to the lesser of (1) LIBOR plus the related margin for such Class for such Distribution Date (as specified in the applicable note to the table entitled “REMIC III Interests” in the Preliminary Statement hereto) and (2) 10.50%, over (b) the amount of interest that accrued on such Class Principal Balance, during the No-Delay Accrual Period, at the actual Certificate Interest Rate for such Class for such Distribution Date, (ii) the portion of the amount described in clause (i) above remaining unpaid from prior Distribution Dates, and (iii) one month’s interest at the Certificate Interest Rate described in clause (i)(a) above on the amount described in clause (ii) above. Carryover Shortfall Payment : For any Class of Class A Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date reduced by the related Yield Maintenance Payment for such Class for such Distribution Date and (b) such Class’ pro rata share of the Interest Distribution Amount for the Class X-L Regular Interest for such Distribution Date (such pro rata share calculated based on an allocation of such Interest Distribution Amount among the Classes of Class A Certificates pro rata according to Carryover Shortfall Amount for such Distribution Date ). 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 of America 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 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. With respect to each Class of REMIC III Regular Interests, the Holder of the Corresponding Class of Certificates. Certificate Interest Rate : For each Class of REMIC I Regular Interests, REMIC II Regular Interests and REMIC III 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; provided , however , that each Class X Certificate will represent a portion of each of the Class X PO-1 and Class X PO-2 Principal Balances equal to its Percentage Interest in the Class X-L Notional Amount. 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”. In addition to their rights to receive payments from the REMIC III Available Distribution Amount on their Corresponding Class of REMIC III Regular Interests, the Class A Certificates shall be entitled to receive payments, if any, as specified in the second sentence of Section 4.05(a). Notwithstanding the right of the Class X Certificates to receive payments from the REMIC III Available Distribution Amount on the Class X-L Regular Interest, the amount of such payments may be reduced as specified in the second sentence of Section 4.05(a). Class A Certificates : The Class 1-A-1A, Class 1-A-1B, Class 2-A-1A, Class 2-A-1B1, Class 2-A-1B2, Class 2-A-1B3 and Class 2-A-1C Certificates. Class A-L Regular Interests : The Class 1-A-1A-L, Class 1-A-1B-L, Class 2-A-1A-L, Class 2-A-1B1-L, Class 2-A-1B2-L, Class 2-A-1B3-L and Class 2-A-1C-L Regular Interests. Class 1-A-1A Certificates : The Certificates. designated as “Class 1-A-1A” on the face thereof in substantially the form attached hereto as Exhibit A. Class 1-A-1A-L Regular Interest : The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein. Class 1-A-1B Certificates : The Certificates. designated as “Class 1-A-1B” on the face thereof in substantially the form attached hereto as Exhibit A. Class 1-A-1B-L Regular Interest : The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein. Class 2-A-L Regular Interests : The Class 2-A-1A-L, Class 2-A-1B1-L, Class 2-A-1B2-L, Class 2-A-1B3-L and Class 2-A-1C-L Regular Interests. Class 2-A-1A Certificates : The Certificates. designated as “Class 2-A-1A” on the face thereof in substantially the form attached hereto as Exhibit A. Class 2-A-1A-L Regular Interest : The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein. Class 2-A-1B1 Certificates : The Certificates. designated as “Class 2-A-1B1” on the face thereof in substantially the form attached hereto as Exhibit A. Class 2-A-1B1-L Regular Interest : The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein. Class 2-A-1B2 Certificates : The Certificates. designated as “Class 2-A-1B2” on the face thereof in substantially the form attached hereto as Exhibit A. Class 2-A-1B2-L Regular Interest : The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein. Class 2-A-1B3 Certificates : The Certificates. designated as “Class 2-A-1B3” on the face thereof in substantially the form attached hereto as Exhibit A. Class 2-A-1B3-L Regular Interest : The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein. Class 2-A-1C Certificates : The Certificates. designated as “Class 2-A-1C” on the face thereof in substantially the form attached hereto as Exhibit A. Class 2-A-1C-L Regular Interest : The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein. Class B Certificates : The Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7, Class B-8, Class B-9, Class B-10, Class B-11 and Class B-12 Certificates. Class B-1 Certificates : The Certificates designated as “Class B-1” on the face thereof in substantially the form attached hereto as Exhibit A. Class B-1-L Regular Interest : The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein. Class B-2 Certificates : The Certificates designated as “Class B-2” on the face thereof in substantially the form attached hereto as Exhibit A. Class B-2-L Regular Interest : The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein. Class B-3 Certificates : The Certificates designated as “Class B-3” on the face thereof in substantially the form attached hereto as Exhibit A. Class B-3-L Regular Interest : The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein. Class B-4 Certificates : The Certificates designated as “Class B-4” on the face thereof in substantially the form attached hereto as Exhibit A. Class B-4-L Regular Interest : The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein. Class B-5 Certificates : The Certificates designated as “Class B-5” on the face thereof in substantially the form attached hereto as Exhibit A. Class B-5-L Regular Interest : The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein. Class B-6 Certificates : The Certificates designated as “Class B-6” on the face thereof in substantially the form attached hereto as Exhibit A. Class B-6-L Regular Interest : The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein. Class B-7 Certificates : The Certificates designated as “Class B-7” on the face thereof in substantially the form attached hereto as Exhibit A. Class B-7-L Regular Interest : The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein. Class B-8 Certificates : The Certificates designated as “Class B-8” on the face thereof in substantially the form attached hereto as Exhibit A. Class B-8-L Regular Interest : The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein. Class B-9 Certificates : The Certificates designated as “Class B-9” on the face thereof in substantially the form attached hereto as Exhibit A. Class B-9-L Regular Interest : The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein. Class B-10 Certificates : The Certificates designated as “Class B-10” on the face thereof in substantially the form attached hereto as Exhibit A. Class B-10-L Regular Interest : The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein. Class B-11 Certificates : The Certificates designated as “Class B-11” on the face thereof in substantially the form attached hereto as Exhibit A. Class B-11-L Regular Interest : The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein. Class B-12 Certificates : The Certificates designated as “Class B-12” on the face thereof in substantially the form attached hereto as Exhibit A. Class B-12-L Regular Interest : The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein. Class B Weighted Average Pass-Through Rate : The sum of (A) (i) the product of (a) the Loan Group I Weighted Average Pass-Through Rate and (b) the Subordinate Component Balance for Loan Group I immediately before that Distribution Date and (ii) the product of (a) the Loan Group II Weighted Average Pass-Through Rate and (b) the Subordinate Component Balance for Loan Group II immediately before that Distribution Date divided by (B) the sum of the Subordinate Component Balances for Loan Group I and Loan Group II immediately before that Distribution Date. Class LT Principal Reduction Amounts : For any Distribution Date, the amounts by which the Class Principal Balances of the Class LT1, Class LTY1, Class LT2, Class LT3, Class LT4, Class LT5, Class LTY2, Class LT6, Class LT7, Class LT8 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 LT Regular Interests : The Class LT1, Class LTY1, Class LT2, Class LT3, Class LT4, Class LT5, Class LTY2, Class LT6, Class LT7, Class LT8 Regular Interests. Class LT1 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 LT2 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the Class LT2 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class LT2 Regular Interest on such Distribution Date. Class LT2 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 LT3 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the Class LT3 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class LT3 Regular Interest on such Distribution Date. Class LT3 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 LT4 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the Class LT4 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class LT4 Regular Interest on such Distribution Date. Class LT4 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 LT5 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the Class LT5 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class LT5 Regular Interest on such Distribution Date. Class LT5 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 LT6 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the Class LT6 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class LT6 Regular Interest on such Distribution Date. Class LT6 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 LT7 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the Class LT7 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class LT7 Regular Interest on such Distribution Date. Class LT7 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 LT8 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the Class LT8 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class LT8 Regular Interest on such Distribution Date. Class LT8 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 LTY1 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the Class LTY1 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class LTY1 Regular Interest on such Distribution Date. Class LTY1 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 LTY2 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the Class LTY2 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class LTY2 Regular Interest on such Distribution Date. Class LTY2 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 Notional Amount : With respect to the Class X Certificates and the Class X-L Regular Interest, the Class X-L Notional Amount. Class Principal Balance : For any Class of REMIC I, REMIC II or REMIC III 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 such Class from principal payments on the Mortgage Loans, the REMIC I, REMIC II or REMIC III Regular Interests, as applicable, as reduced from time to time by (x) distributions of principal to 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” with respect to a given Distribution Date, and as increased from time to time by the portion of Net Negative Amortization Amounts allocated to the Class Principal Balance of such Class pursuant to the definition of “Net Negative Amortization Amount” with respect to a given Distribution Date; and for any Class of Certificates or Components, as applicable, the Class Principal Balance of the Corresponding Class of REMIC III Regular Interests. For any Distribution Date, the reduction of the Class Principal Balance of any Class of Certificates or Components, as applicable, and REMIC I, REMIC II or REMIC III Regular Interests pursuant to the definition of “Realized Loss” and the increase in the Class Principal Balance of any Class of Certificates or Components, as applicable, and REMIC I, REMIC II or REMIC III Regular Interests pursuant to the definition of “Net Negative Amortization Amount” 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 (I)(C)(xxxvii) of the definition of “REMIC III Distribution Amount” shall not cause a reduction in the Class Principal Balances of the REMIC III Regular Interests or their Corresponding Classes, (B) any amounts distributed in respect of principal losses pursuant to clause (v) of the definition of “REMIC II Distribution Amount” shall not cause a reduction in the Class Principal Balances of the REMIC II Regular Interests and (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 Balances of the REMIC I Regular Interests. In addition to the foregoing, on each Distribution Date, the Class Principal Balance of the Class of Subordinate Certificates with the lowest priority then outstanding (and its Corresponding Class of REMIC III Regular Interests) shall be increased by an amount equal to the lesser of (i) the Subsequent Recoveries for such Distribution Date and (ii) the amount of Realized Losses allocated to such Class on previous Distribution Dates (the amount in this clause (ii) reduced by the amount, if any, by which such Class Principal Balance has been increased on prior Distribution Dates pursuant to this paragraph). The Class Principal Balance for the Class 1-A-1A Certificates shall be referred to as the “Class 1-A-1A Principal Balance,” the Class Principal Balance for the Class 1-A-1A-L Regular Interest shall be referred to as the “Class 1-A-1A-L Principal Balance” and so on. The Class Principal Balances for the Class X PO-1 and Class X PO-2 Components of the Class X-L Regular Interest shall each be zero as of the Closing Date and shall increase after the Closing Date by the portion, if any, of the related Net Negative Amortization Amounts allocated to the Class X-L Regular Interest pursuant to the definition of “Net Negative Amortization Amount”. 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 Certificates designated as “Class X” on the face thereof in substantially the form attached hereto as Exhibit A. Class X-L Notional Amount : For any Distribution Date, the aggregate principal balance of the Mortgage Loans as of the second preceding Due Date after giving effect to the payments due on the Mortgage Loans on that Due Date. Class X-L Regular Interest : The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein. Class X PO Component : The Class X PO-1 Component or the Class X PO-2 Component, as applicable. Class X PO-1 Component : The principal-only component of the Class X Certificate; in the event interest accrued on the Class X-L Notional Amount related to the Group I Loans is reduced as a result of Net Negative Amortization of the Group I Loans, such amount will be added as principal to the outstanding component principal balance of the Class X PO-1 Component. The principal balance of the Class X PO-1 Component will initially be zero. Class X PO-2 Component : The principal-only component of the Class X Certificate; in the event interest accrued on the Class X-L Notional Amount related to the Group II Loans is reduced as a result of Net Negative Amortization of the Group II Loans, such amount will be added as principal to the outstanding component principal balance of the Class X PO-2 Component. The principal balance of the Class X PO-2 Component will initially be zero. Class Y Regular Interests : The Class Y-1 and Class Y-2 Regular Interests. Class Y-1 Regular Interest : The uncertificated partial undivided beneficial ownership interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein. Class Y-1 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the Class Y-1 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class Y-1 Regular Interest on such Distribution Date. Class Y-2 Regular Interest : The uncertificated partial undivided beneficial ownership interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein. Class Y-2 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the Class Y-2 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class Y-2 Regular Interest on such Distribution Date. Class Y Principal Reduction Amounts : For any Distribution Date, the amounts by which the Class Principal Balances of the Class Y-1 and Class 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 Z Regular Interests : The Class Z-1 and Class Z-2 Regular Interests. Class Z Principal Reduction Amounts : For any Distribution Date, the amounts by which the Class Principal Balances of the Class Z-1 and Class 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 Z-1 Regular Interest is Loan Group I and the “related Loan Group” for the Class Z-2 Regular Interest is Loan Group II) over the sum of the amounts thereof distributable (i) in respect of interest on such Class Z Regular Interest and the related Class Y Regular Interest, (ii) to such Class Z Regular Interest and the related Class Y Regular Interest pursuant to clause (c)(i) of the definition of “REMIC I Distribution Amount” and (iii) in the case of Loan Group I, to the Class R‑1 Residual Interest and (y) the amount of Realized Losses allocable to principal for the related Loan Group over (B) the Class Y Principal Reduction Amount for the related Loan Group. Class Z-1 Regular Interest : The uncertificated partial undivided beneficial ownership interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein. Class Z-1 Principal Distribution Amount : or any Distribution Date, the excess, if any, of the Class Z-1 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class Z-1 Regular Interest on such Distribution Date. Class Z-2 Regular Interest : The uncertificated partial undivided beneficial ownership interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein. Class Z-2 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the Class Z-2 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class Z-2 Regular Interest on such Distribution Date. Clean-Up Call Option Date : The date on which the aggregate principal balance of the Mortgage Loans has been reduced to less than the Clean-Up Call Percentage of that balance as of the Cut-Off Date. Clean-Up Call Percentage : 10%. Clearing Agency : An organization registered as a “clearing agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as amended, which initially shall be DTC. Closing Date : April 26, 2005, 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 least of (i) the sum of (a) the aggregate Master Servicing Fee payable with respect to the Mortgage Loans in such Loan Group on such Distribution Date, (b) the aggregate Payoff Earnings with respect to the Mortgage Loans in such Loan Group for such Distribution Date and (c) the aggregate Payoff Interest with respect to the Mortgage Loans in such Loan Group for such Distribution Date; (ii) the aggregate Uncollected Interest with respect to the Mortgage Loans in such Loan Group for such Distribution Date and (iii) 1/12 of 0.125% of the aggregate Principal Balance of the Mortgage Loans in such Loan Group immediately preceding 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 in the State of California, 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 1761 East St. Andrew Place, Santa Ana, CA 92705, Attention: Trust Administration WA05A6. 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 Class A, Class X and Class B Certificates and the REMIC III Regular Interests, the “Corresponding Class” shall be as indicated in the following table:
Credit Support Depletion Date : The first Distribution Date on which the aggregate Class Principal Balance of the Class B Certificates has been or will be reduced to zero as a result of principal distributions thereon and/or the allocation of Realized Losses on such Distribution Date. Cumulative Carry-Forward Subsequent Recoveries Amount : For any Distribution Date and any Loan Group, the sum of (i) the Carry-Forward Subsequent Recoveries Amount for such Loan Group for such Distribution Date and (ii) the Carry-Forward Subsequent Recoveries Amounts for such Loan Group for prior Distribution Dates to the extent such Carry-Forward Subsequent Recoveries Amounts have not been applied in reduction of Realized Losses on prior Distribution Dates pursuant to the first paragraph of the definition of “Realized Loss” herein. Curtailment : Any payment of principal on a Mortgage Loan made by or on behalf of the related Mortgagor, other than a Minimum 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 a financial institution approved by the Master Servicer such that the rights of the Master Servicer, the Trust, the Trustee, 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 (including the Trustee). 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 a financial institution approved by the Master Servicer such that the rights of the Master Servicer, the Trust, the Trustee, 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 (including the Trustee). 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 : April 1, 2005. Definitive Certificates : Certificates in definitive, fully registered and certificated form. Delaware Trustee : Deutsche Bank Trust Company Delaware, 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 April 25, 2005, 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, REMIC II and REMIC III 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 May 25, 2005. 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 shall be an “Eligible Institution” if the following conditions are satisfied: (i) Washington Mutual Bank is acting as Servicer, (ii) if S&P is a Rating Agency as defined herein, the long-term unsecured debt obligations of Washington Mutual Bank are rated no lower than “A-” by S&P and the short-term unsecured debt obligations of Washington Mutual Bank are rated no lower than “A-2” by S&P, (iii) if Fitch is a Rating Agency as defined herein, the long-term unsecured debt obligations of Washington Mutual Bank are rated no lower than “A” by Fitch and the short-term unsecured debt obligations of Washington Mutual Bank are rated no lower than “F1” by Fitch and (iv) if Moody’s is a Rating Agency as defined herein, the long-term unsecured debt obligations of Washington Mutual Bank are rated no lower than “A2” by Moody’s and the short-term unsecured debt obligations of Washington Mutual Bank are rated no lower than “P-1” by Moody’s; provided, that if the long-term or short-term unsecured debt obligations of Washington Mutual Bank are downgraded by any of the Rating Agencies to a rating lower than the applicable rating specified in this sentence, Washington Mutual Bank shall cease to be an “Eligible Institution” ten Business Days after 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: 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 sum of (i) 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 and (ii) any Excess Subsequent Recoveries for such Distribution Date. Excess Subsequent Recoveries : For any Distribution Date and any Loan Group, the excess, if any, of (i) amounts received by the Master Servicer during the Prior Period (after deduction of amounts reimbursable under Section 3.05(a)(i) and (ii)) in connection with the liquidation of defaulted Mortgage Loans in such Loan Group after such Mortgage Loans became Liquidated Mortgage Loans over (ii) the Subsequent | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||