POOLING AND SERVICING AGREEMENT

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EXHIBIT 4.1

 

 

EXECUTION VERSION

 

 

WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.,

as Depositor

and

WASHINGTON MUTUAL BANK,

as Servicer

and

LASALLE BANK NATIONAL ASSOCIATION,

as Trustee

and

CHRISTIANA BANK & TRUST COMPANY,

as Delaware Trustee

POOLING AND SERVICING AGREEMENT

$478,049,851.75

Washington Mutual Mortgage Securities Corp.

Washington Mutual Mortgage Pass-Through Certificates

WMALT Series 2005-6

Cut-Off Date: July 1, 2005

This Pooling and Servicing Agreement, dated and effective as of July 1, 2005 (this “ Agreement ”), is executed by and among Washington Mutual Mortgage Securities Corp., as depositor (the “ Company ”), Washington Mutual Bank, 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 REMIC II Regular Interests and the Class R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests.  Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R-1 and Class R-2 Residual Interests) and the Class R-3 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC II Regular Interests and will be the owner of the Certificates.  The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust of the REMIC I Regular Interests, (iv) the issuance to the Company of the REMIC II Regular Interests and the Class R-2 Residual Interest representing in the aggregate the entire beneficial interest in  REMIC II, (v) the conveyance to the Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 and Class R-2 Residual Interests) representing in the aggregate the entire beneficial interest in REMIC III. The Company 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 July 13, 2005, and a Prospectus Supplement, dated July 26, 2005, of the Company (together, the “ Prospectus ”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated July 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 REMIC II Regular Interests, the Class R Residual Interests and the Certificates:

REMIC I Interests

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

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.

 

REMIC III Interests

As provided herein, with respect to REMIC III, the Servicer 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 (i) the Class 2-A-5 Certificates, which will represent ownership of (x) the Class 2-A-5-M Regular Interest and (y) the applicable rights 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 $478,049,852.63 and the Certificates have an Aggregate Certificate Principal Balance of $478,049,851.75.

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, (iv) issue the REMIC II Regular Interests and the Class R-2 Residual Interest, (v) hold the REMIC II Regular Interests and (vi) issue the Certificates.

NOW, THEREFORE, in order to declare the terms and conditions upon which the REMIC I Regular Interests, the REMIC II Regular Interests, the Class R Residual Interests and the Certificates are to be issued, and in consideration of the premises and of the purchase and acceptance of the Certificates by the Holders thereof, the Company covenants and agrees with the Trustee, 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, the REMIC II Regular Interests and the Certificates, as applicable, as follows:

ARTICLE I

Section 1.01.         Definitions .

Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

Aggregate Certificate Principal Balance : At any given time, the sum of the then current Class Principal Balances of the Certificates.

Appraised Value :  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 2-A-6, Class C-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 2-A-6 and Class C-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 C-X, Class C-P and Senior Subordinate Certificates, beneficial ownership and transfers of which shall be made through book entries as described in Section 5.07.

Business Day : Any day other than a Saturday, a Sunday, or a day on which banking institutions in Stockton, California, Chicago, Illinois, New York, New York, Seattle, Washington 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 the 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 :  Bear Stearns Financial Products Inc.

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, Section 4.04 and Section 4.05.

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.  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, REMIC II 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.

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 right to receive payments from the REMIC III Available Distribution Amount on the Class 2-A-5-M Regular Interest, the Class 2-A-5 Certificates shall be entitled to receive payments, if any, as specified in the second sentence of Section 4.05(a).

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

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

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

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

Class 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 II which constitutes a REMIC II 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 II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

Class 2-A-5-M 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-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 Notional Amount :  For any Distribution Date, the Class 2-A-5 Principal Balance immediately before that Distribution Date .

Class 2-A-7 Certificates : The Certificates designated as “Class 2-A-7” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 2-A-7-L Regular Interest :  The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

Class 2-A-8 Certificates : The Certificates designated as “Class 2-A-8” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 2-A-8-L Regular Interest :  The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

Class 2-A-9 Accretion Termination Date :  The earlier to occur of (i) the Distribution Date on which the Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-7 and Class 2-A-8 Principal Balances have each been reduced to zero and (ii) the Credit Support Depletion Date.

Class 2-A-9 Certificates : The Certificates designated as “Class 2-A-9” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 2-A-9-L Regular Interest :  The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

Class 2-A-10 Certificates : The Certificates designated as “Class 2-A-10” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 2-A-10-L Regular Interest :  The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

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

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

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

Class A-L Regular Interests :  The Group 1-A-L, Group 2-A-L and Group 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 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-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-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 II which constitutes a REMIC II 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 II which constitutes a REMIC II 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 II which constitutes a REMIC II 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 II which constitutes a REMIC II 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 II which constitutes a REMIC II 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 II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

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

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

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

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

Class C-X Notional Amount : With respect to any Distribution Date, the product of (x) the aggregate scheduled principal balance, as of the second preceding Due Date after giving effect to payments scheduled to be received as of such Due Date, whether or not received (and after giving effect to Principal Prepayments, Monthly P&I Advances and the principal portion of Realized Losses applied prior to such Due Date), or with respect to the initial Distribution Date, as of the Cut-Off Date, of the Group 2 Premium Rate Mortgage Loans and the Group 3 Premium Rate Mortgage Loans and (y) a fraction, the numerator of which is the weighted average of the Stripped Interest Rates for the Group 2 Premium Rate Mortgage Loans and the Group 3 Premium Rate Mortgage Loans as of such Due Date and the denominator of which is 5.500%.

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

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

Class C-Y Principal Reduction Amounts :   For any Distribution Date, the amounts by which the Class Principal Balances of the Class C-Y-1 and Class C-Y-2 Regular Interests, respectively, will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as described in Appendix 1.

Class C-Y Regular Interests : The Class C-Y-1 and Class C-Y-2 Regular Interests.

Class C-Y-1 Principal Distribution Amount :  For any Distribution Date, the excess, if any, of the Class C-Y-1 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class C-Y-1 Regular Interest on such Distribution Date.

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

Class C-Y-2 Principal Distribution Amount :  For any Distribution Date, the excess, if any, of the Class C-Y-2 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class C-Y-2 Regular Interest on such Distribution Date.

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

Class C-Z Principal Reduction Amounts : For any Distribution Date, the amounts by which the Class Principal Balances of the Class C-Z-1 and Class C-Z-2 Regular Interests, respectively, will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal, which shall be in each case the excess of (A) the sum of (x) the excess of the REMIC I Available Distribution Amount for the related Loan Group or Groups (i.e. the “related Loan Group” for the Class C-Z-1 Regular Interest is Loan Group 1 and the “related Loan Groups” for the Class C-Z-2 Regular Interest are Loan Group 2 and Loan Group 3) over the sum of the amounts thereof distributable (i) in the case of Loan Group 2 and Loan Group 3, to the Class C-P-M Regular Interest, (ii) in the case of Loan Group 2 and Loan Group 3, to the Class C-X-M Regular Interest, (iii) in respect of interest on such Class C-Z Regular Interest and the related Class C-Y Regular Interest, (iv) to such Class C-Z Regular Interest and the related Class C-Y Regular Interest pursuant to clause (c)(ii) of the definition of “REMIC I Distribution Amount” and (v) in the case of Loan Group 2, to the Class R-1 Residual Interest and (y) the amount of Realized Losses allocable to principal for the related Loan Group or Groups (reduced, in the case of Loan Group 2 and Loan Group 3, by the amount allocable to the Class C-P-M Regular Interest) over (B) the Class C-Y Principal Reduction Amount for the related Loan Group or Groups.

Class C-Z Regular Interests : The Class C-Z-1 and Class C-Z-2 Regular Interests.

Class C-Z-1 Principal Distribution Amount For any Distribution Date, the excess, if any, of the Class C-Z-1 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class C-Z-1 Regular Interest on such Distribution Date.

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

Class C-Z-2 Principal Distribution Amount : For any Distribution Date, the excess, if any, of the Class C-Z-2 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class C-Z-2 Regular Interest on such Distribution Date.

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

Class Notional Amount :  With respect to the Class 2-A-6 and Class C-X Certificates and the Class C-X-L and Class C-X-M Regular Interests, the related notional amount for such Class, as specified herein (e.g., the “Class Notional Amount” for the Class C-X Certificates and the Class C-X-L and Class C-X-M Regular Interests is the Class C-X Notional Amount).

Class P Fraction : Any Class 2-P or Class 3-P Fraction, as applicable.

Class P Mortgage Loan : Any of the Class 2-P or Class 3-P Mortgage Loans.

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 the Holders of such Class from principal payments on the Mortgage Loans, the REMIC I Regular Interests or the REMIC II Regular Interests, as applicable, as reduced from time to time by (x) distributions of principal to the Holders of such Class and (y) the portion of Realized Losses allocated to the Class Principal Balance of such Class pursuant to the definition of “Realized Loss” (including amounts allocated as losses to the Class B Certificates and the Class B-L Regular Interests pursuant to the fourth paragraph of the definition of “Realized Loss”) with respect to a given Distribution Date. For any Distribution Date, the reduction of the Class Principal Balance of any Class of REMIC I, REMIC II or REMIC III Regular Interests pursuant to the definition of “Realized Loss” shall be deemed effective after the determination and distribution of principal on such Class pursuant to the definitions of “REMIC I Distribution Amount,” “REMIC II Distribution Amount” and “REMIC III Distribution Amount.”

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

In addition to the foregoing, on each Distribution Date, the Class Principal Balance of the Class of Class B Certificates with the lowest priority then outstanding (and of its Corresponding Class) shall be increased by an amount, for each Loan Group, equal to the lesser of (i) the Subsequent Recoveries for such Distribution Date for such Loan Group and (ii) the amount of Realized Losses for Mortgage Loans in such Loan Group 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 in respect of Subsequent Recoveries for such Loan Group).

In addition to the foregoing, on each Distribution Date on or before the Class 2-A-9 Accretion Termination Date, the Class Principal Balance of each of the Class 2-A-9 Certificates and the Class 2-A-9-L Regular Interest shall be increased by the Class 2-A-9 Accrual Amount for such Distribution Date.

The Class Principal Balance for the Class 1-CB Certificates shall be referred to as the “Class 1-CB Principal Balance,” the Class Principal Balance for the Class 1-CB-L Regular Interest shall be referred to as the “Class 1-CB-L Principal Balance” and so on.  The Class Principal Balances for the Class 2-A-6 and Class C-X Certificates, the Class C-X-L Regular Interests and the Class C-X-M Regular Interests shall each be zero.

Class R Certificates : The Certificates designated as “Class R” on the face thereof in substantially the form attached hereto as Exhibit B, representing ownership of the Class R-1, Class R-2 and Class R-3 Residual Interests, each of which Class of Residual Interests has been designated as the sole class of “residual interest” in REMIC I, REMIC II and REMIC III, respectively, pursuant to Section 2.06, Section 2.11 and Section 2.14, respectively, for purposes of Section 860G(a)(2) of the Code.

Class R Residual Interests : The Class R-1, Class R-2 and Class R-3 Residual Interests (which shall be transferable only as a unit evidenced by the Class R Certificates, in accordance with the applicable provisions of Section 5.01).

Class R-1 Residual Interest : The uncertificated undivided beneficial interest in REMIC I which has been designated as the single class of “residual interest” in REMIC I pursuant to Section 2.06.  The Class R-1 Residual Interest, together with the REMIC I Regular Interests, shall be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC I Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute.

Class R-2 Residual Interest : The uncertificated undivided beneficial interest in REMIC II which has been designated as the single class of “residual interest” in REMIC II pursuant to Section 2.11.  The Class R-2 Residual Interest, together with the REMIC II Regular Interests, shall be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC II Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute.

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

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 : July 28, 2005, which is the date of settlement of the sale of the Certificates to the original purchasers thereof.

Closing Date Loan-to-Value Ratio : For each Mortgage Loan, the principal balance of such Mortgage Loan as of the Cut-Off Date (after application of all scheduled principal payments due on or before the Cut-Off Date) divided by the value of the related Mortgaged Property as of the Closing Date.

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) 1/12 of 0.050% of the aggregate Principal Balance of such Mortgage Loans immediately before such Distribution Date, (b) the aggregate Payoff Earnings with respect to such Mortgage Loans for such Distribution Date and (c) the aggregate Payoff Interest with respect to such Mortgage Loans for such Distribution Date, (ii) the aggregate Uncollected Interest with respect to such Mortgage Loans for such Distribution Date and (iii) 1/12 of 0.125% of the aggregate Principal Balance of such Mortgage Loans immediately before such Distribution Date.

Cooperative : A private, cooperative housing corporation which owns or leases land and all or part of a building or buildings, including apartments, spaces used for commercial purposes and common areas therein and whose board of directors authorizes, among other things, the sale of Cooperative Stock.

Cooperative Apartment : A dwelling unit in a multi-dwelling building owned or leased by a Cooperative, which unit the Mortgagor has an exclusive right to occupy pursuant to the terms of a proprietary lease or occupancy agreement.

Cooperative Lease : With respect to a Cooperative Loan, the proprietary lease or occupancy agreement with respect to the Cooperative Apartment occupied by the Mortgagor and relating to the related Cooperative Stock, which lease or agreement confers an exclusive right to the holder of such Cooperative Stock to occupy such apartment.

Cooperative Loans :  Any of the Mortgage Loans made in respect of a Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an assignment or mortgage of the Cooperative Lease, (iv) financing statements and (v) a stock power (or other similar instrument), and ancillary thereto, a Recognition Agreement, each of which was transferred and assigned to the Trust pursuant to Section 2.04.

Cooperative Stock :  With respect to a Cooperative Loan, the single outstanding class of stock, partnership interest or other ownership instrument in the related Cooperative.

Cooperative Stock Certificate :  With respect to a Cooperative Loan, the stock certificate or other instrument evidencing the related Cooperative Stock.

Corporate Trust Office : The corporate trust office of the Trustee, at which at any particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement is located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois, 60603, Attention: Global Securities and Trust Services – WMALT Series 2005-6.

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 REMIC II Regular Interests 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 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 Distribution Date for such Loan Group and (ii) the Carry-Forward Subsequent Recoveries Amounts for prior Distribution Dates for such Loan Group 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 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 the Servicer pursuant to Section 3.02 either (a) with the corporate trust department of the Trustee or another financial institution approved by the Servicer such that the rights of the Servicer, the Trustee, the Trust, the Delaware Trustee and the Certificateholders thereto shall be fully protected against the claims 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 the Servicer or (c) as a separate account at an Eligible Institution. In the event that a Custodial Account for P&I is established pursuant to clause (b) of the preceding sentence, amounts held in such Custodial Account for P&I shall not exceed the level of deposit insurance coverage on such account; accordingly, more than one Custodial Account for P&I may be established. Any amount that is at any time not protected or insured to the extent, if any, required by 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.  In the event that a Custodial Account for P&I is established pursuant to clause (c) it shall be entitled "Washington Mutual Bank in trust for holders of Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2005-6."

Custodial Account for Reserves : The custodial account for reserves established and maintained by the Servicer pursuant to Section 3.02 either (a) with the corporate trust department of the Trustee or another financial institution approved by the Servicer such that the rights of the Servicer, the Trustee, the Trust, the Delaware Trustee and the Certificateholders thereto shall be fully protected against the claims 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 the Servicer or (c) as a separate account at an Eligible Institution. In the event that a Custodial Account for Reserves is established pursuant to clause (b) of the preceding sentence, amounts held in such Custodial Account for Reserves shall not exceed the level of deposit insurance coverage on such account; accordingly, more than one Custodial Account for Reserves may be established. Any amount that is at any time not protected or insured to the extent, if any, required 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.  In the event that a Custodial Account for Reserves is established pursuant to clause (c) it shall be entitled " Washington Mutual Bank in trust for various mortgagors and/or holders of Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2005-6."

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

Custodian : A custodian (which may be the institution serving as Trustee) that is appointed by the Trustee with the consent of the 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 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 : July 1, 2005.

Definitive Certificates : Certificates in definitive, fully registered and certificated form.

Delaware Trustee : Christiana Bank & Trust Company, or its successor-in-interest as provided in Section 8.09, or any successor trustee appointed as herein provided.

Depositary Agreement : The Letter of Representations, dated July 27, 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 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 August 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. 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:

(i)                   Obligations of, or guaranteed as to principal and interest by, the United States or any agency or instrumentality thereof when such obligations are backed by the full faith and credit of the United States;

(ii)                Repurchase agreements on obligations described in clause (i) of this definition of “Eligible Investments,” provided that the unsecured obligations of the party (including the Trustee in its commercial capacity) agreeing to repurchase such obligations have at the time one of the two highest short term debt ratings  of the Rating Agencies and provided that such repurchaser’s unsecured long term debt has one of the two highest unsecured long term debt ratings of the Rating Agencies;

(iii)               Federal funds, certificates of deposit, time deposits and bankers’ acceptances of LaSalle Bank or any trust company incorporated under the laws of the United States or any state (including the Trustee in its commercial capacity), provided that the debt obligations of such bank or trust company (or, in the case of the principal bank in a bank holding company system, debt obligations of the bank holding company) at the date of acquisition thereof have one of the two highest short term debt ratings of the Rating Agencies and unsecured long term debt has one of the two highest unsecured long term debt ratings of the Rating Agencies;

(iv)              Obligations of, or obligations guaranteed by, any state of the United States or the District of Columbia, provided that such obligations at the date of acquisition thereof shall have the highest long-term debt ratings available for such securities from the Rating Agencies;

(v)                Commercial paper of any corporation incorporated under the laws of the United States or any state thereof, which on the date of acquisition has the highest commercial paper rating of the Rating Agencies, provided that the corporation has unsecured long term debt that has one of the two highest unsecured long term debt ratings of the Rating Agencies;

(vi)              Securities (other than stripped bonds or stripped coupons) bearing interest or sold at a discount that are issued by any corporation incorporated under the laws of the United States or any state thereof and have the highest long-term unsecured rating available for such securities from the Rating Agencies; provided, however, that securities issued by any such corporation will not be investments to the extent that investment therein would cause the outstanding principal amount of securities issued by such corporation that are then held as part of the Investment Account or the Certificate Account to exceed 20% of the aggregate principal amount of all Eligible Investments then held in the Investment Account and the Certificate Account; and

(vii)             Units of taxable money market funds (which may be 12b-1 funds, as contemplated under the rules promulgated by the Securities and Exchange Commission under the Investment Company Act of 1940), which funds have the highest rating available for such securities from the Rating Agencies or which have been designated in writing by the Rating Agencies as Eligible Investments;

provided, however , that such obligation or security is held for a temporary period pursuant to Section 1.860G-2(g)(1) of the Treasury Regulations, and that such period can in no event exceed thirteen months.

In no event shall an instrument be an Eligible Investment if such instrument (a) evidences a right to receive only interest payments with respect to the obligations underlying such instrument or (b) has been purchased at a price greater than the outstanding principal balance of such instrument.

ERISA : The Employee Retirement Income Security Act of 1974, as amended.

ERISA Restricted Certificate : Any Senior Subordinate Certificate.

Event of Default : Any event of default as specified in Section 7.01.

Excess Liquidation Proceeds : With respect to any Distribution Date, the 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 any Loan Group 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 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 Recoveries for such Distribution Date for such Loan Group.

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

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

FHA : Federal Housing Administration, or any successor thereto.

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

Final Yield Maintenance Payment Date : The Distribution Date in May 2007.

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

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

Group 1 Certificates : The Group 1-A Certificates.

Group 1 Loans :  The Mortgage Loans designated on the Mortgage Loan Schedule as Group 1 Loans.

Group 1 Senior Liquidation Amount : For any Distribution Date, the sum of (A) the aggregate, for each Group 1 Loan which became a Liquidated Mortgage Loan during the Prior Period, of the lesser of: (i) the Group 1 Senior Percentage of the Principal Balance of such Mortgage Loan and (ii) the Group 1 Senior Prepayment Percentage of the Liquidation Principal with respect to such Mortgage Loan and (B) the Group 1 Senior Prepayment Percentage of any Subsequent Recoveries for Loan Group 1 for such Distribution Date.

Group 1 Senior Percentage : For any Distribution Date, the lesser of (i) 100% and (ii) the aggregate Class Principal Balance of the Group 1-A Certificates divided by the aggregate Principal Balance of the Group 1 Loans, in each case immediately before such Distribution Date.

Group 1 Senior Prepayment Percentage, Group 2 Senior Prepayment Percentage or Group 3 Senior Prepayment Percentage : For any Distribution Date, each of the Group 1 Senior Prepayment Percentage, Group 2 Senior Prepayment Percentage and Group 3 Senior Prepayment Percentage shall equal 100%, unless (i) the Group 1 Senior Percentage for such Distribution Date is less than or equal to the Group 1 Senior Percentage as of the Closing Date, the Group 2 Senior Percentage for such Distribution Date is less than or equal to the Group 2 Senior Percentage as of the Closing Date and the Group 3 Senior Percentage for such Distribution Date is less than or equal to the Group 3 Senior Percentage as of the Closing Date, (ii) such Distribution Date occurs on or after the fifth anniversary of the first Distribution Date and (iii) the following tests specified in clauses (a) through (f) are met with respect to each of Loan Group 1, Loan Group 2 and Loan Group 3:

(a)        the mean aggregate Principal Balance as of the Distribution Date in each of the immediately preceding six calendar months of the Group 1 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC I) is less than or equal to 50% of the Subordinate Component Balance for Loan Group 1 as of the current Distribution Date,

(b)        the mean aggregate Principal Balance as of the Distribution Date in each of the immediately preceding six calendar months of the Group 2 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC I) is less than or equal to 50% of the Subordinate Component Balance for Loan Group 2 as of the current Distribution Date,

(c)        the mean aggregate Principal Balance as of the Distribution Date in each of the immediately preceding six calendar months of the Group 3 Loans which were 60 or more days delinquent as of such date (including Mortgage Loans in bankruptcy or foreclosure and Mortgaged Properties held by REMIC I) is less than or equal to 50% of the Subordinate Component Balance for Loan Group 3 as of the current Distribution Date,

(d)        cumulative Realized Losses on the Group 1 Loans allocated to the Class B Certificates, as a percentage of the Subordinate Component Balance for Loan Group 1 as of the Closing Date, are less than or equal to, for any Distribution Date (1) before the sixth anniversary of the first Distribution Date, 30%, (2) on or after the sixth anniversary but before the seventh anniversary of the first Distribution Date, 35%, (3) on or after the seventh anniversary but before the eighth anniversary of the first Distribution Date, 40%, (4) on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, 45%, and (5) on or after the ninth anniversary of the first Distribution Date, 50%,

(e)        cumulative Realized Losses on the Group 2 Loans allocated to the Class B Certificates, as a percentage of the Subordinate Component Balance for Loan Group 2 as of the Closing Date, are less than or equal to, for any Distribution Date (1) before the sixth anniversary of the first Distribution Date, 30%, (2) on or after the sixth anniversary but before the seventh anniversary of the first Distribution Date, 35%, (3) on or after the seventh anniversary but before the eighth anniversary of the first Distribution Date, 40%, (4) on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, 45%, and (5) on or after the ninth anniversary of the first Distribution Date, 50%, and

(f)         cumulative Realized Losses on the Group 3 Loans allocated to the Class B Certificates, as a percentage of the Subordinate Component Balance for Loan Group 3 as of the Closing Date, are less than or equal to, for any Distribution Date (1) before the sixth anniversary of the first Distribution Date, 30%, (2) on or after the sixth anniversary but before the seventh anniversary of the first Distribution Date, 35%, (3) on or after the seventh anniversary but before the eighth anniversary of the first Distribution Date, 40%, (4) on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, 45%, and (5) on or after the ninth anniversary of the first Distribution Date, 50%,

in which case the Group 1 Senior Prepayment Percentage, Group 2 Senior Prepayment Percentage and Group 3 Senior Prepayment Percentage shall be calculated as follows: (1) for any such Distribution Date on or after the fifth anniversary but before the sixth anniversary of the first Distribution Date, the Group 1 Senior Percentage, Group 2 Senior Percentage or Group 3 Senior Percentage, as applicable, for such Distribution Date plus 70% of the Subordinate Percentage for the related Loan Group for such Distribution Date; (2) for any such Distribution Date on or after the sixth anniversary but before the seventh anniversary of the first Distribution Date, the Group 1 Senior Percentage, Group 2 Senior Percentage or Group 3 Senior Percentage, as applicable, for such Distribution Date plus 60% of the Subordinate Percentage for the related Loan Group for such Distribution Date; (3) for any such Distribution Date on or after the seventh anniversary but before the eighth anniversary of the first Distribution Date, the Group 1 Senior Percentage, Group 2 Senior Percentage or Group 3 Senior Percentage, as applicable, for such Distribution Date plus 40% of the Subordinate Percentage for the related Loan Group for such Distribution Date; (4) for any such Distribution Date on or after the eighth anniversary but before the ninth anniversary of the first Distribution Date, the Group 1 Senior Percentage, Group 2 Senior Percentage or Group 3 Senior Percentage, as applicable, for such Distribution Date plus 20% of the Subordinate Percentage for the related Loan Group for such Distribution Date; and (5) for any such Distribution Date thereafter, the Group 1 Senior Percentage, Group 2 Senior Percentage or Group 3 Senior Percentage, as applicable, for such Distribution Date.

If on any Distribution Date the allocation to the Group 1-A-L, Group 2-A-L or Group 3-A-L Regular Interests of Principal Prepayments in the percentage required would reduce the aggregate Class Principal Balance of such Regular Interests below zero, the Group 1 Senior Prepayment Percentage, Group 2 Senior Prepayment Percentage and Group 3 Senior Prepayment Percentage, as applicable, for such Distribution Date shall be limited to the percentage necessary to reduce such aggregate Class Principal Balance to zero. Notwithstanding the foregoing, however, on each Distribution Date, (a) the Class C-P-L Regular Interest shall receive the applicable (i) Class 2-P Fraction of all principal payments, including, without limitation, Principal Prepayments, received in respect of Class 2-P Mortgage Loans and (ii) Class 3-P Fraction of all principal payments, including, without limitation, Principal Prepayments, received in respect of Class 3-P Mortgage Loans.

Group 1 Senior Principal Distribution Amount : For any Distribution Date, an amount equal to the sum of (a) the Group 1 Senior Percentage of the Principal Payment Amount for Loan Group 1, (b) the Group 1 Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group 1 and (c) the Group 1 Senior Liquidation Amount.

Group 1 Subordinate Balance :  For any date of determination, an amount equal to the then outstanding aggregate Principal Balance of the Group 1 Loans reduced by the aggregate Class Principal Balance of the Group 1‑A Certificates.

Group 1 Subordinate Percentage : For any Distribution Date, the excess of 100% over the Group 1 Senior Percentage for such date.

Group 1 Subordinate Prepayment Percentage : For any Distribution Date, the excess of 100% over the Group 1 Senior Prepayment Percentage for such Distribution Date; provided, however, that if the aggregate Class Principal Balance of the Group 1-A Certificates has been reduced to zero, then the Group 1 Subordinate Prepayment Percentage shall equal 100%.

Group 1-A Certificates : The Class 1-CB Certificates.

Group 1-A-L Regular Interests : The Class 1-CB-L Regular Interest.

Group 1-L Regular Interests : The Group 1-A-L Regular Interests.

Group 2 Certificates : The Group 2-A Certificates.

Group 2 Loans :  The Mortgage Loans designated on the Mortgage Loan Schedule as Group 2 Loans.

Group 2 Lockout Adjusted Percentage : (i) For any Distribution Date occurring before August 2010, 0% and (ii) for any Distribution Date occurring in or after August 2010, the Group 2 Lockout Percentage.

Group 2 Lockout Liquidation Amount : For any Distribution Date, the aggregate, for each Group 2 Loan which became a Liquidated Mortgage Loan during the Prior Period, of the lesser of (i) the Group 2 Lockout Adjusted Percentage of the Principal Balance of such Mortgage Loan (exclusive of the Class 2-P Fraction thereof, with respect to any Class 2-P Mortgage Loan) and (ii) the Group 2 Lockout Adjusted Percentage of the Liquidation Principal with respect to such Mortgage Loan.

Group 2 Lockout Percentage : For any Distribution Date, the lesser of (i) 100% and (ii) the aggregate Class Principal Balance of the Class 2-A-1 and Class 2-A-10 Certificates, divided by the aggregate Principal Balance of the Group 2 Loans (exclusive of the Class 2-P Fraction thereof, with respect to any Class 2-P Mortgage Loan) , in each case immediately before such Distribution Date.

Group 2 Lockout Prepayment Percentage : For any Distribution Date, the product of (i) the Group 2 Lockout Percentage and (ii) the Step Down Percentage.

Group 2 Lockout Priority Amount : For any Distribution Date, the sum of (i) the Group 2 Lockout Adjusted Percentage of the Principal Payment Amount for Loan Group 2 (exclusive of the portion thereof attributable to principal distributions to the Class C-P-L Regular Interest pursuant to clauses (I)(b)(i) and (II)(b)(i) of the definition of “REMIC II Distribution Amount”) , (ii) the Group 2 Lockout Prepayment Percentage of the Principal Prepayment Amount for Loan Group 2 (exclusive of the portion thereof attributable to principal distributions to the Class C-P-L Regular Interest pursuant to clauses (I)(b)(i) and (II)(b)(i) of the definition of “REMIC II Distribution Amount”) and (iii) the Group 2 Lockout Liquidation Amount.

Group 2 Premium Rate Mortgage Loans :  The Group 2 Loans having Pass-Through Rates greater than or equal to 5.500% per annum.

Group 2 Senior Liquidation Amount : For any Distribution Date, the sum of (A) the aggregate, for each Group 2 Loan which became a Liquidated Mortgage Loan during the Prior Period, of the lesser of: (i) the Group 2 Senior Percentage of the Principal Balance of such Mortgage Loan (exclusive of the Class 2-P Fraction thereof, with respect to any Class 2-P Mortgage Loan) and (ii) the Group 2 Senior Prepayment Percentage of the Liquidation Principal with respect to such Mortgage Loan and (B) the Group 2 Senior Prepayment Percentage of any Subsequent Recoveries for Loan Group 2 for such Distribution Date.

Group 2 Senior Percentage : For any Distribution Date, the lesser of (i) 100% and (ii) the aggregate Class Principal Balance of the Group 2-A Certificates and Residual Certificates divided by the aggregate Principal Balance of the Group 2 Loans (exclusive of the Class 2-P Fraction thereof with respect to any Class 2-P Mortgage Loan), in each case immediately before such Distribution Date.

Group 2 Senior Prepayment Percentage : See the definition of “Group 1 Senior Prepayment Percentage, Group 2 Senior Prepayment Percentage or Group 3 Senior Prepayment Percentage.”

Group 2 Senior Principal Distribution Amount : For any Distribution Date, an amount equal to the sum of (a) the Group 2 Senior Percentage of the Principal Payment Amount for Loan Group 2 (exclusive of the portion thereof attributable to principal distributions to the Class C-P-L Regular Interest pursuant to clauses (I)(b)(i) and (II)(b)(i) of the definition of “REMIC II Distribution Amount”), (b) the Group 2 Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group 2 (exclusive of the portion thereof attributable to principal distributions to the Class C-P-L Regular Interest pursuant to clauses (I)(b)(i) and (II)(b)(i) of the definition of “REMIC II Distribution Amount”) and (c) the Group 2 Senior Liquidation Amount.

Group 2 Subordinate Percentage : For any Distribution Date, the excess of 100% over the Group 2 Senior Percentage for such date.

Group 2 Subordinate Prepayment Percentage : For any Distribution Date, the excess of 100% over the Group 2 Senior Prepayment Percentage for such Distribution Date; provided, however, that if the aggregate Class Principal Balance of the Group 2-A Certificates and Residual Certificates has been reduced to zero, then the Group 2 Subordinate Prepayment Percentage shall equal 100%.

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

Group 2-A-L Regular Interests : The Class 2-A-1-L, Class 2-A-2-L, Class 2-A-3-L, Class 2-A-4-L, Class 2-A-5-L, Class 2-A-7-L, Class 2-A-8-L, Class 2-A-9-L and Class 2-A-10-L Regular Interests.

Group 2-L Regular Interests : The Group 2-A-L Regular Interests.

Group 3 Certificates : The Group 3-A Certificates.

Group 3 Loans :  The Mortgage Loans designated on the Mortgage Loan Schedule as Group 3 Loans.

Group 3 Premium Rate Mortgage Loans :  The Group 3 Loans having Pass-Through Rates greater than or equal to 5.500% per annum.

Group 3 Senior Liquidation Amount : For any Distribution Date, the sum of (A) the aggregate, for each Group 3 Loan which became a Liquidated Mortgage Loan during the Prior Period, of the lesser of: (i) the Group 3 Senior Percentage of the Principal Balance of such Mortgage Loan (exclusive of the Class 3-P Fraction thereof, with respect to any Class 3-P Mortgage Loan) and (ii) the Group 3 Senior Prepayment Percentage of the Liquidation Principal with respect to such Mortgage Loan and (B) the Group 3 Senior Prepayment Percentage of any Subsequent Recoveries for Loan Group 3 for such Distribution Date.

Group 3 Senior Percentage : For any Distribution Date, the lesser of (i) 100% and (ii) the aggregate Class Principal Balance of the Group 3-A Certificates divided by the aggregate Principal Balance of the Group 3 Loans (exclusive of the Class 3-P Fraction thereof with respect to any Class 3-P Mortgage Loan), in each case immediately before such Distribution Date.

Group 3 Senior Prepayment Percentage : See the definition of “Group 1 Senior Prepayment Percentage, Group 2 Senior Prepayment Percentage or Group 3 Senior Prepayment Percentage.”

Group 3 Senior Principal Distribution Amount : For any Distribution Date, an amount equal to the sum of (a) the Group 3 Senior Percentage of the Principal Payment Amount for Loan Group 3 (exclusive of the portion thereof attributable to principal distributions to the Class C-P-L Regular Interest pursuant to clauses (I)(c)(i) and (II)(c)(i) of the definition of “REMIC II Distribution Amount”), (b) the Group 3 Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group 3 (exclusive of the portion thereof attributable to principal distributions to the Class C-P-L Regular Interest pursuant to clauses (I)(c)(i) and (II)(c)(i) of the definition of “REMIC II Distribution Amount”) and (c) the Group 3 Senior Liquidation Amount.

Group 3 Subordinate Percentage : For any Distribution Date, the excess of 100% over the Group 3 Senior Percentage for such date.

Group 3 Subordinate Prepayment Percentage : For any Distribution Date, the excess of 100% over the Group 3 Senior Prepayment Percentage for such Distribution Date; provided, however, that if the aggregate Class Principal Balance of the Group 3-A Certificates has been reduced to zero, then the Group 3 Subordinate Prepayment Percentage shall equal 100%.

Group 3-A Certificates : The Class 3-CB Certificates.

Group 3-A-L Regular Interests : The Class 3-CB-L Regular Interest.

Group 3-L Regular Interests : The Group 3-A-L Regular Interests.

Groups 2 and 3 Subordinate Balance :  For any date of determination, an amount equal to the then outstanding aggregate Principal Balance of the Group 2 and Group 3 Loans reduced by the aggregate Class Principal Balance of the Group 2‑A, Group 3-A, Class C-P and Residual Certificates.

Indirect DTC Participants : Entities such as banks, brokers, dealers or trust companies, that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly.

Initial Custodial Agreement :  The Custodial Agreement, dated the date hereof, among the Trustee, the Servicer and the Initial Custodian.

Initial Custodian :  Washington Mutual Bank fsb , which has been designated by the Servicer to be appointed by the Trustee to act as Custodian with respect to the Mortgage Loans in Washington Mutual Bank fsb's possession.

Insurance Proceeds : Amounts paid or payable by the insurer under any Primary Insurance Policy or any other insurance policy (including any replacement policy permitted under this Agreement) covering any Mortgage Loan or Mortgaged Property, including, without limitation, any hazard insurance policy required pursuant to Section 3.07, any title insurance policy required pursuant to Section 2.08 and any FHA insurance policy or VA guaranty.

Interest Distribution Amount : For any Distribution Date, for any Class of REMIC I Regular Interests and REMIC II Regular Interests and for the Class R-1 Residual Interest, the amount of interest accrued during the Prior Period (or, in the case of the Class 2-A-2-L, Class 2-A-3-L and Class 2-A-5-L Regular Interests, during the period beginning on the 25th day of the preceding calendar month and ending on the 24th day of the month of the Distribution Date), at the related Certificate Interest Rate for such Class for such Distribution Date, on the respective Class Principal Balance or Class Notional Amount immediately before such Distribution Date, reduced by Uncompensated Interest Shortfall and the interest portion of Realized Losses allocated to such Class on such Distribution Date pursuant to the definitions of “Uncompensated Interest Shortfall” and “Realized Loss,” respectively.  The computation of interest accrued shall be made on the basis of a 360-day year of twelve 30-day months.  The Interest Distribution Amount for the Class C-P-L Regular Interest shall equal zero.

Interest Transfer Amount : On any Distribution Date for an Undercollateralized Group, an amount equal to one month’s interest on the applicable Principal Transfer Amount at 6.500% per annum if the Undercollateralized Group is Loan Group 1 and at 5.500% if the Undercollateralized Group is Loan Group 2 or Loan Group 3, plus any interest accrued on the Senior Regular Interests related to such Undercollateralized Group remaining unpaid from prior Distribution Dates.

Investment Account : The commingled account (which shall be commingled only with investment accounts related to series of pass-through certificates with a class of certificates which has a rating equal to the highest of the Ratings of the Certificates) maintained by the Servicer in the trust department of the Investment Depository pursuant to Section 3.03 and which bears a designation acceptable to the Rating Agencies.

Investment Depository : JPMorgan Chase Bank, National Association or another bank or trust company designated from time to time by the Servicer. The Investment Depository shall at all times be an Eligible Institution.

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

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

Lender : An institution from which the Company purchased any Mortgage Loans.

LIBOR : The London Interbank Offered Rate for one-month United States dollar deposits calculated in the manner described in Section 3.19.

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

Liquidated Mortgage Loan : A Mortgage Loan (other than a Mortgage Loan with respect to which a Payoff has been made) for which the Servicer has determined in accordance with its customary servicing practices that it has received all amounts which it expects to recover from or on account of such Mortgage Loan, whether from Insurance Proceeds, Liquidation Proceeds or otherwise. For purposes of this definition, acquisition of a Mortgaged Property by the Trust shall not constitute final liquidation of the related Mortgage Loan.

Liquidation Principal : The principal portion of Liquidation Proceeds received (exclusive of the portion thereof attributable to distributions to the Class C-P-L Regular Interest pursuant to clauses (I)(b)(i), (I)(c)(i), (II)(b)(i) and (II)(c)(i) of the definition of “REMIC II Distribution Amount”) with respect to each Mortgage Loan which became a Liquidated Mortgage Loan (but not in excess of the principal balance thereof) during the Prior Period.

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

Loan Group : Loan Group 1, Loan Group 2 or Loan Group 3, as applicable.

Loan Group 1 : The group of Mortgage Loans comprised of the Group 1 Loans.

Loan Group 2 : The group of Mortgage Loans comprised of the Group 2 Loans.

Loan Group 3 : The group of Mortgage Loans comprised of the Group 3 Loans.

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

Lowest Class B Owner : An owner unaffiliated with the Company or the Servicer of (i) a 100% interest in the Class of Class B Certificates with the lowest priority or (ii) a 100% interest in a class of securities representing such interest in such Class specified in clause (i) above.

MERS : Mortgage Electronic Registration Systems, Inc., a Delaware corporation, or any successor thereto.

MERS Loan : Any Mortgage Loan registered on the MERS® System for which MERS appears as the mortgagee of record on the Mortgage or on an assignment thereof.

MERS® System : The system of electronically recording transfers of Mortgages maintained by MERS.

MIN : The Mortgage Identification Number for a MERS Loan.

MOM Loan : A Mortgage Loan that was registered on the MERS® System at the time of origination thereof and for which MERS appears as the mortgagee of record on the Mortgage.

Monthly P&I Advance : An advance of funds by the Servicer pursuant to Section 4.02 to cover delinquent principal and interest installments.

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

Moody’s :  Moody’s Investors Service, Inc., provided that at any time it be a Rating Agency.

Mortgage : The mortgage, deed of trust or other instrument securing a Mortgage Note.

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

(i)                   The original Mortgage Note endorsed (A) in blank, without recourse, or (B) to “LaSalle Bank National Association, as Custodian/Trustee, without recourse” or to “Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2005-6 Trust, without recourse” and all intervening endorsements evidencing a complete chain of endorsements from the originator to the Trustee or the Trust, as applicable, or, in the event of any Destroyed Mortgage Note, a copy or a duplicate original of the Mortgage Note (or portion thereof, as applicable), together with an original lost note affidavit from the originator of the Mortgage Loan or the Company (or any affiliate of the Company from which the Company acquired the Mortgage Loan), as applicable, stating that the original Mortgage Note (or portion thereof, as applicable) was lost, misplaced or destroyed, together with a copy of the Mortgage Note (or portion thereof, as applicable); provided, however, that in the event the Company acquired the Mortgage Loan from an affiliate of the Company, then the Mortgage Note (or portion thereof, as applicable) need not be endorsed in blank or to LaSalle Bank National Association or the Trust as provided above (but, if not so endorsed, shall be made payable to, or endorsed by the mortgagee named therein to, such affiliate of the Company);

(ii)                The Buydown Agreement, if applicable;

(iii)               A Mortgage that is either

(1)        (x) the original recorded Mortgage with evidence of recording thereon for the jurisdiction in which the Mortgaged Property is located (which original recorded Mortgage, in the case of a MOM Loan, shall set forth the MIN and shall indicate that the Mortgage Loan is a MOM Loan), (y) unless the Mortgage Loan is a MERS Loan, an original Mortgage assignment thereof duly executed and acknowledged in recordable form (A) in blank or (B) to “LaSalle Bank National Association, as Custodian/Trustee,” or to “Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2005-6 Trust,” and (z) unless the Mortgage Loan is a MOM Loan, recorded originals of all intervening assignments evidencing a complete chain of assignment, from the originator to the name holder or the payee endorsing the related Mortgage Note (or, in the case of a MERS Loan other than a MOM Loan, from the originator to MERS); or

(2)        (x) a copy (which may be in electronic form) of the Mortgage (which Mortgage, in the case of a MOM Loan, shall set forth the MIN and shall indicate that the Mortgage Loan is a MOM Loan) which represents a true and correct reproduction of the original Mortgage and which has either been certified (i) on the face thereof by the public recording office in the appropriate jurisdiction in which the Mortgaged Property is located, or (ii) by the originator, the related Lender, the Servicer or the escrow or title company which provided closing services in connection with such Mortgage Loan as a true and correct copy the original of which has been sent for recordation, (y) unless the Mortgage Loan is a MERS Loan, an original Mortgage assignment thereof duly executed and acknowledged in recordable form (A) in blank or (B) to “LaSalle Bank National Association, as Custodian/Trustee,” or to “Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2005-6 Trust,” and (z) unless the Mortgage Loan is a MOM Loan, true and correct copies, certified by the applicable county recorder or by the originator, Lender or Servicer as described above, of all intervening assignments evidencing a complete chain of assignment from the originator to the name holder or the payee endorsing the related Mortgage Note (or, in the case of a MERS Loan other than a MOM Loan, from the originator to MERS);

provided, however, that in the event the Company acquired the Mortgage Loan from an affiliate of the Company, then the Mortgage File need not include a Mortgage assignment executed in blank or to LaSalle Bank National Association or the Trust as provided in clause (X)(iii)(1)(y) or (X)(iii)(2)(y) above, as applicable (but the Mortgage File shall, unless the Mortgage Loan was originated by such affiliate of the Company, include an intervening Mortgage assignment to such affiliate as provided in clause (X)(iii)(1)(z) or (X)(iii)(2)(z) above, as applicable); and

(iv)              For any Mortgage Loan that has been modified or amended, the original instrument or instruments effecting such modification or amendment;

and (Y) with respect to each Cooperative Loan:

(i)                   The original Mortgage Note endorsed (A) in blank, without recourse, or (B) to “LaSalle Bank National Association, as Custodian/Trustee, without recourse” or to “Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2005-6 Trust, without recourse” and all intervening endorsements evidencing a complete chain of endorsements, from the originator to the Trustee or the Trust, as applicable, or, in the event of any Destroyed Mortgage Note, a copy or a duplicate original of the Mortgage Note (or portion thereof, as applicable), together with an original lost note affidavit from the originator of the Cooperative Loan or the Company (or any affiliate of the Company from which the Company acquired the Mortgage Loan), as applicable, stating that the original Mortgage Note (or portion thereof, as applicable) was lost, misplaced or destroyed, together with a copy of the Mortgage Note (or portion thereof, as applicable); provided, however, that in the event the Company acquired the Cooperative Loan from an affiliate of the Company, then the Mortgage Note need not be endorsed in blank or to LaSalle Bank National Association or the Trust as provided above (but, if not so endorsed, shall be made payable to, or endorsed by the originator or successor lender named therein to, such affiliate of the Company);

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

(iii)               The related Cooperative Stock Certificate, representing the related Cooperative Stock pledged with respect to such Cooperative Loan, together with an undated stock power (or other similar instrument) executed in blank;

(iv)              The Recognition Agreement;

(v)                The Security Agreement;

(vi)              Copies of the original UCC financing statement, and any continuation statements, filed by the originator of such Cooperative Loan as secured party, each with evidence of recording thereof, evidencing the interest of the originator under the Security Agreement and the Assignment of Proprietary Lease;

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

(viii)           An executed assignment of the interest of the originator in the Security Agreement, the Assignment of Proprietary Lease and the Recognition Agreement, showing an unbroken chain of title from the originator to the Trust; and

(ix)              For any Cooperative Loan that has been modified or amended, the original instrument or instruments effecting such modification or amendment;

provided, however, that in the event the Company acquired the Cooperative Loan from an affiliate of the Company, then the Mortgage File need not include (1) a UCC assignment or amendment of the UCC financing statement referenced in clause (Y)(vi) above to the Trust as provided in clause (Y)(vii) above (but the Mortgage File shall, unless the Cooperative Loan was originated by such affiliate of the Company, include a UCC assignment or amendment of such UCC financing statement to such affiliate) or (2) an assignment of the interest of the originator in the Security Agreement, the Assignment of Proprietary Lease and the Recognition Agreement to the Trust as provided in clause (Y)(viii) above (but the Mortgage File shall, unless the Cooperative Loan was originated by such affiliate of the Company, include an assignment of such interest to such affiliate).

Mortgage Interest Rate : For any Mortgage Loan, the per annum rate at which interest accrues on such Mortgage Loan pursuant to the terms of the related Mortgage Note.

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

(i)                   its loan number,

(ii)                the city, state and zip code of the Mortgaged Property,

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

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

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

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

(vii)              the maturity of the Mortgage Note,

(viii)            the Servicing Fee Rate, and

(ix)               its Loan Group.

Mortgage Loans : The mortgage loans and cooperative loans (if any) listed on the Mortgage Loan Schedule and transferred and assigned to the Trust pursuant hereto. With respect to each Mortgage Loan that is a Cooperative Loan, “Mortgage Loan” shall include, but not be limited to, the Mortgage Note, Security Agreement, Assignment of Proprietary Lease, Recognition Agreement, Cooperative Stock Certificate and Cooperative Lease and, with respect to each Mortgage Loan other than a Cooperative Loan, “Mortgage Loan” shall include, but not be limited to the Mortgage Note and the related Mortgage.

Mortgage Note : The note or other evidence of the indebtedness of a Mortgagor under a Mortgage Loan.

Mortgage Pool : All of the Mortgage Loans.

Mortgage Pool Assets : (i) The Mortgage Loans (including all Substitute Mortgage Loans) identified on the Mortgage Loan Schedule, and all rights pertaining thereto, including the related Mortgage Notes, Mortgages, Cooperative Stock Certificates, Cooperative Leases, Security Agreements, Assignments of Proprietary Lease, and Recognition Agreements, and all payments and distributions with respect to the Mortgage Loans payable on and after the Cut-Off Date; (ii) the Certificate Account, the Investment Account and all money, instruments, investment property, and other property credited thereto, carried therein, or deposited therein (except amounts constituting the Servicing Fee); (iii) the Custodial Accounts for P&I, the Custodial Accounts for Reserves, any Buydown Fund Account (to the extent of the amounts on deposit or other property therein attributable to the Mortgage Loans), and all money, instruments, investment property, and other property credited thereto, carried therein, or deposited therein (except amounts constituting the Servicing Fee); (iv) all property that secured a Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure or, in the case of a Cooperative Loan, a similar form of conversion, after the Cut-Off Date; (v) each FHA insurance policy, Primary Insurance Policy, VA guaranty, and other insurance policy related to any Mortgage Loan, and all amounts paid or payable thereunder and all proceeds thereof; and (vi) the Yield Maintenance Agreement.

Mortgaged Property : With respect to any Mortgage Loan, other than a Cooperative Loan, the real property, together with improvements thereto, and, with respect to any Cooperative Loan, the related Cooperative Stock and Cooperative Lease, securing the indebtedness of the Mortgagor under the related Mortgage Loan.  “Mortgaged Property” shall also refer to property which once secured the indebtedness of a Mortgagor under the related Mortgage Loan but which was acquired by the Trust upon foreclosure or other liquidation of such Mortgage Loan.

Mortgagor : The obligor on a Mortgage Note.

Nonrecoverable Advance : With respect to any Mortgage Loan, any advance which the Servicer shall determine to be a Nonrecoverable Advance pursuant to Section 4.03 and which was, or is proposed to be, made by the Servicer.

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

Notice Addresses : (a) In the case of the Company, 75 North Fairway Drive, Vernon Hills, Illinois 60061, Attention: Servicing Department, with a copy to: Washington Mutual Legal Department, 1201 Third Avenue, WMT 1706, Seattle, WA 98101, Attention: WMMSC, or such other address as may hereafter be furnished to the Trustee in writing by the Company, (b) in the case of the Servicer, 19850 Plummer St. (Mail Stop N070205) Chatsworth, California 91311, Fax No: (818) 775-2815, Attention: Vice President Investor Reporting, with a copy to: Washington Mutual Legal Department, 1201 Third Avenue, WMT 1706, Seattle, WA 98101, Fax No: (206) 377-6244, Attention: WaMu, and with a copy to the Company (at the Notice Address specified in clause (a) above), or such other address and fax number as may hereafter be furnished in writing by the Servicer, (c) in the case of the Trustee, at its Corporate Trust Office, or such other address as may hereafter be furnished to the Servicer in writing by the Trustee, (d) in the case of the Delaware Trustee, 1314 King Street, Wilmington, DE  19801, or such other address as may hereafter be furnished to the Servicer in writing by the Delaware Trustee, (e) in the case of the Trust, c/o LaSalle Bank National Association, at the Corporate Trust Office, or such other address as may hereafter be furnished to the Servicer in writing by the Trustee, (f) in the case of the Certificate Registrar, at its Corporate Trust Office, or such other address as may hereafter be furnished to the Trustee in writing by the Certificate Registrar, (g) in the case of S&P, 55 Water Street, 41st Floor, New York, New York 10041-0003, Attention:  Residential Mortgage Backed Securities Surveillance Group, or such other address as may hereafter be furnished to the Trustee and Servicer in writing by S&P, and (h) in the case of Moody’s, 99 Church Street, New York, New York 10007, Attention:  Monitoring, or such other address as may hereafter be furnished to the Trustee and Master Servicer in writing by Moody’s.

OTS : The Office of Thrift Supervision, or any successor thereto.

Officer’s Certificate : A certificate signed by the Chairman of the Board, the President, a Vice President, or the Treasurer of the Servicer and delivered to the Trustee or the Delaware Trustee, as applicable.

Opinion of Counsel : A written opinion of counsel, who shall be reasonably acceptable to the Trustee or the Delaware Trustee, as applicable, and who may be counsel (including in-house counsel) for the Company or the Servicer.

Original Trust Agreement : The Trust Agreement, dated as of July 1, 2005, between the Company and the Delaware Trustee, providing for the creation of the Trust.

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

Overcollateralized Group : Any of Loan Group 1, Loan Group 2 or Loan Group 3, if on any Distribution Date such Loan Group is not an Undercollateralized Group and any other Loan Group is an Undercollateralized Group.

Ownership Interest :  With respect to any Residual Certificate, any ownership or security interest in such Residual Certificate, including any interest in a Residual Certificate as the Holder thereof and any other interest therein whether direct or indirect, legal or beneficial, as owner or as pledgee.

Pass-Through Entity :  Any regulated investment company, real estate investment trust, common trust fund, partnership, trust or estate, and any organization to which Section 1381 of the Code applies.

Pass-Through Rate : For each Mortgage Loan, the Mortgage Interest Rate for such Mortgage Loan less (i) the Servicing Fee Rate for such Mortgage Loan and (ii) if such Mortgage Loan was covered by a Special Primary Insurance Policy on the Closing Date (even if no longer so covered), the per annum rate at which the applicable Special Primary Insurance Premium for such Mortgage Loan is calculated. For each Mortgage Loan, any calculation of monthly interest at such rate shall be based upon annual interest at such rate (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid Principal Balance of such Mortgage Loan divided by twelve, and any calculation of interest at such rate by reason of a Payoff shall be based upon annual interest at such rate on the outstanding Principal Balance of such Mortgage Loan multiplied by a fraction, the numerator of which is the number of days elapsed from the Due Date of the last scheduled payment of principal and interest to, but not including, the date of such Payoff, and the denominator of which is (a) for Payoffs received on a Due Date, 360, and (b) for all other Payoffs, 365.

Paying Agent : Any paying agent appointed by the Trustee pursuant to Section 8.12.

Payoff : Any Mortgagor payment of principal on a Mortgage Loan equal to the entire outstanding Principal Balance of such Mortgage Loan, if received in advance of the last scheduled Due Date for such Mortgage Loan and accompanied by an amount of interest equal to accrued unpaid interest on the Mortgage Loan to the date of such payment-in-full.  (Prepayment penalties are not payments of principal and hence Payoffs do not include prepayment penalties.)

Payoff Earnings : For any Distribution Date with respect to each Mortgage Loan on which a Payoff was received by the Servicer during the Payoff Period, the aggregate of the interest earned by the Servicer from investment of each such Payoff from the date of receipt of such Payoff until the Business Day immediately preceding the related Distribution Date (net of investment losses).

Payoff Interest : For any Distribution Date with respect to a Mortgage Loan for which a Payoff was received on or after the first calendar day of the month of such Distribution Date and before the 15th calendar day of such month, an amount of interest thereon at the applicable Pass-Through Rate from the first day of the month of distribution through the day of receipt thereof; to the extent (together with aggregate Payoff Earnings and the aggregate Servicing Fee) not required to be distributed as Compensating Interest on such Distribution Date, aggregate Payoff Interest shall be payable to the Servicer as additional servicing compensation.

Payoff Period : For the first Distribution Date, the period from the Cut-Off Date through August 14, 2005, inclusive; and for any Distribution Date thereafter, the period from the 15th day of the Prior Period through the 14th day of the month of such Distribution Date, inclusive.

Percentage Interest :  (a)  With respect to the right of each Certificate of a particular Class in the distributions allocated to such Class, “Percentage Interest” shall mean the percentage equal to:

(i)                   with respect to any Certificate (other than the Residual, Class 2-A-6 and Class C-X Certificates), its Certificate Principal Balance divided by the applicable Class Principal Balance;

(ii)                with respect to any Class 2-A-6 or Class C-X Certificate, the portion of the respective Class Notional Amount evidenced by such Certificate divided by the respective Class Notional Amount; and

(iii)               with respect to any Residual Certificate, the percentage set forth on the face of such Certificate.

(b)        With respect to the rights of each Certificate in connection with Sections 5.09, 7.01, 8.01(c), 8.02, 8.07, 10.01 and 10.03, “Percentage Interest” shall mean the percentage equal to:

(i)                   with respect to any Certificate (other than the Residual, Class 2-A-6 and Class C-X Certificates), the product of (x) ninety-eight percent (98%) and (y) its Certificate Principal Balance divided by the Aggregate Certificate Principal Balance of the Certificates; provided, however, that the percentage in clause (x) above shall be increased by one percent (1%) upon the retirement of each Class of Certificates referenced in the parenthetical above (other than the Residual Certificates).

(ii)                with respect to each Class 2-A-6 or Class C-X Certificate, one percent (1%) of such Certificate’s Percentage Interest as calculated by paragraph (a)(ii) of this definition; and

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

Permitted Transferee : With respect to the holding or ownership of any Residual Certificate, any Person other than (i) the United States, a State or any political subdivision thereof, or any agency or instrumentality of any of the foregoing, (ii) a foreign government, International Organization or any agency or instrumentality of either of the foregoing, (iii) an organization (except certain farmers’ cooperatives described in Code Section 521) which is exempt from the taxes imposed by Chapter 1 of the Code (unless such organization is subject to the tax imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Code Section 1381(a)(2)(C), (v) any “electing large partnership” as defined in Section 775(a) of the Code, (vi) any Person from whom the Trustee has not received an affidavit to the effect that it is not a “disqualified organization” within the meaning of Section 860E(e)(5) of the Code, and (vii) any other Person so designated by the Company based upon an Opinion of Counsel that the transfer of an Ownership Interest in a Residual Certificate to such Person may cause REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United States,” “State” and “International Organization” shall have the meanings set forth in Code Section 7701 or successor provisions. A corporation shall not be treated as an instrumentality of the United States or of any State or political subdivision thereof if all of its activities are subject to tax, and, with the exception of the Freddie Mac, a majority of its board of directors is not selected by such governmental unit.

Person : Any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

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

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

Principal Balance : Except as used in Sections 2.07, 3.09 and 9.01 and for purposes of the definition of Purchase Price, at the time of any determination, the principal balance of a Mortgage Loan remaining to be paid at the close of business on the Cut‑Off Date, after application of all scheduled principal payments due on or before the Cut‑Off Date, whether or not received, reduced by all amounts distributed or (except when such determination occurs earlier in the month than the Distribution Date) to be distributed to Certificateholders through the Distribution Date in the month of determination that are reported as allocable to principal of such Mortgage Loan.

For purposes of the definition of Purchase Price and as used in Sections 2.07, 3.09 and 9.01, at the time of any determination, the principal balance of a Mortgage Loan remaining to be paid at the close of business on the Cut-Off Date, after deduction of all scheduled principal payments due on or before the Cut-Off Date, whether or not received, reduced by all amounts distributed or to be distributed to Certificateholders (other than the price paid by the Servicer in connection with a purchase by the Servicer of the Mortgage Loans pursuant to Section 9.01) through the Distribution Date in the month of determination that are reported as allocable to principal of such Mortgage Loan.

In the case of a Substitute Mortgage Loan, “Principal Balance” shall mean, at the time of any determination, the principal balance of such Substitute Mortgage Loan transferred to the Trust, on the date of substitution, reduced by all amounts distributed or to be distributed to Certificateholders through the Distribution Date in the month of determination that are reported as allocable to principal of such Substitute Mortgage Loan.

The Principal Balance of a Mortgage Loan (including a Substitute Mortgage Loan) shall not be adjusted solely by reason of any bankruptcy or similar proceeding or any moratorium or similar waiver or grace period. Whenever a Realized Loss has been incurred with respect to a Mortgage Loan during a calendar month, the Principal Balance of such Mortgage Loan shall be reduced by the amount of such Realized Loss as of the Due Date next following the end of such calendar month.

Principal Payment : Any payment of principal on a Mortgage Loan other than a Principal Prepayment.

Principal Payment Amount : For any Distribution Date and for any Loan Group, the sum with respect to the Mortgage Loans in such Loan Group of (i) the scheduled principal payments on the Mortgage Loans due on the related Due Date, (ii) the principal portion of proceeds received with respect to any Mortgage Loan which was purchased or repurchased pursuant to a Purchase Obligation or as permitted by this Agreement during the Prior Period and (iii) any other unscheduled payments of principal which were received with respect to any Mortgage Loan during the Prior Period, other than Payoffs, Curtailments, Liquidation Principal and Subsequent Recoveries.

Principal Prepayment : Any payment of principal on a Mortgage Loan which constitutes a Payoff or a Curtailment.

Principal Prepayment Amount : For any Distribution Date and for any Loan Group, the sum with respect to the Mortgage Loans in such Loan Group of (i) Curtailments received during the Prior Period from such Mortgage Loans and (ii) Payoffs received during the Payoff Period from such Mortgage Loans.

Principal Transfer Amount : For any Distribution Date for an Undercollateralized Group, the excess, if any, of the aggregate Class Principal Balance of the Class A Certificates related to such Undercollateralized Group over the aggregate Principal Balance of the Mortgage Loans in such Loan Group (less the applicable Class P Fraction thereof with respect to any Class P Mortgage Loans in such Loan Group), in each case immediately prior to such Distribution Date.

Priority Amount 1 :  For any Distribution Date, $1,000.

Priority Amount 2 :  For any Distribution Date, the amount indicated below:

Distribution Date Occurring In	Priority Amount 2
August 2005 through July 2006	$3,000,000
August 2006 through July 2007	$3,800,000
August 2007 through July 2008	$3,100,000
August 2008 through July 2009	$1,900,000
August 2009 and after	$1,300,000

 

Prior Period : With respect to any Distribution Date, the calendar month immediately preceding such Distribution Date.

Prospectus :  The Prospectus, dated July 13, 2005, and the Prospectus Supplement, dated July 26, 2005, of the Company.

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

Purchase Price : With respect to any Mortgage Loan to be purchased pursuant to a Purchase Obligation, an amount equal to the sum of (i) the Principal Balance thereof, (ii) unpaid accrued interest thereon, if any, during the calendar month in which the date of purchase occurs to the last day of such month at a rate equal to the applicable Pass-Through Rate and (iii) any costs and damages incurred by the Trust in connection with any violation by such Mortgage Loan of any predatory and abusive lending laws, to the extent such costs and damages result from a breach of the representation and warranty made by the Company pursuant to clause (viii) of Section 2.08; provided , however , that to the extent that such costs and damages constitute a set-off against the principal balance of the Mortgage Loan, such costs and damages will not be paid pursuant to this clause (iii), and the amount paid pursuant to clause (i) above will be calculated without regard to such set-off; provided , further, that no Mortgage Loan shall be purchased or required to be purchased pursuant to Section 2.08, or more than two years after the Closing Date under Section 2.07, unless (a) the Mortgage Loan to be purchased is in default, or default is in the judgment of the Company reasonably imminent, or (b) the Company, at its expense, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the purchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the Code.

Rating Agency : Initially, each of S&P and Moody’s and thereafter, each nationally recognized statistical rating organization that has rated the Certificates at the request of the Company, or their respective successors in interest.

Ratings : As of any date of determination, the ratings, if any, of the Certificates as assigned by the applicable Rating Agencies.

Realized Loss : For any Distribution Date, with respect to any Mortgage Loan that became a Liquidated Mortgage Loan during the related Prior Period, the sum of (A) the excess, if any, of (i) accrued and unpaid interest on such Mortgage Loan over (ii) the aggregate Insurance Proceeds and Liquidation Proceeds received with respect to such Mortgage Loan (the interest portion of such Realized Loss) and (B) the excess, if any, of (i) the sum of (a) the Principal Balance of such Mortgage Loan and (b) the aggregate amount of Monthly P&I Advances (other than advances of delinquent interest) and any other advances made hereunder by the Servicer with respect to such Mortgage Loan, to the extent not previously reimbursed, over (ii) the aggregate Insurance Proceeds and Liquidation Proceeds received with respect to such Mortgage Loan (the amount in this clause (B)(ii) reduced by the amount in clause (A)(i) above) (the principal portion of such Realized Loss); provided , however , that for purposes of allocating Realized Losses to the REMIC I, REMIC II and REMIC III Regular Interests pursuant to this definition of “Realized Loss,” the aggregate principal portion of Realized Losses for any Distribution Date for any Loan Group shall be reduced by the Cumulative Carry-Forward Subsequent Recoveries Amount for such Distribution Date for such Loan Group. For any Distribution Date, with respect to any Mortgage Loan that is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss for such Mortgage Loan and such Distribution Date.

Realized Losses on Group 1, Group 2 and Group 3 Loans shall be allocated to the REMIC I Regular Interests as follows: (1) The interest portion of Realized Losses on Group 2 Loans and Group 3 Loans, if any, shall be allocated, first, to the Class C-X-M Regular Interest in an amount equal to the amount of such losses allocated to the Class C-X-L Regular Interest pursuant to the fourth paragraph of this definition of “Realized Loss,” in reduction of the amount of interest accrued but unpaid thereon, and, second, the remainder of such losses shall be allocated between the Class C-Y-2 and Class C-Z-2 Regular Interests pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof; and (2) The interest portion of Realized Losses on Group 1 Loans, if any, shall be allocated between the Class C-Y-1 and Class C-Z-1 Regular Interests pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof.  Any interest portion of such Realized Losses in excess of the amount allocated pursuant to the preceding sentence shall be treated as a principal portion of Realized Losses not attributable to any specific Mortgage Loan in such Loan Group and allocated pursuant to the succeeding sentences. The applicable Class P Fraction of any principal portion of Realized Losses attributable to a Class P Mortgage Loan shall be allocated to the Class C-P-M Regular Interest in reduction of the Class Principal Balance thereof.  The remainder of the principal portion of Realized Losses with respect to Loan Group 1, Loan Group 2 and Loan Group 3 shall be allocated to the REMIC I Regular Interests as follows: (1) the principal portion of Realized Losses on Group 2 Loans and Group 3 Loans shall be allocated, first, to the Class C-Y-2 Regular Interest to the extent of the Class C-Y-2 Principal Reduction Amount in reduction of the Class Principal Balance of such Regular Interest and, second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated to the Class C-Z-2 Regular Interest in reduction of the Class Principal Balance thereof; and (2) the principal portion of Realized Losses on Group 1 Loans shall be allocated, first, to the Class C-Y-1 Regular Interest to the extent of the Class C-Y-1 Principal Reduction Amount in reduction of the Class Principal Balance of such Regular Interest and, second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated to the Class C-Z-1 Regular Interest in reduction of the Class Principal Balance thereof.

Realized Losses on Mortgage Loans in a Loan Group shall be allocated among the REMIC II Regular Interests (i) for Realized Losses allocable to principal (a) first, to the Class B-6-L Regular Interest, until the Class B-6-L Principal Balance has been reduced to zero, (b) second, to the Class B-5-L Regular Interest, until the Class B-5-L Principal Balance has been reduced to zero, (c) third, to the Class B-4-L Regular Interest, until the Class B-4-L Principal Balance has been reduced to zero, (d) fourth, to the Class B-3-L Regular Interest, until the Class B-3-L Principal Balance has been reduced to zero, (e) fifth, to the Class B-2-L Regular Interest, until the Class B-2-L Principal Balance has been reduced to zero, (f) sixth, to the Class B-1-L Regular Interest, until the Class B-1-L Principal Balance has been reduced to zero, and (g) seventh, to the Class A-L Regular Interests related to such Loan Group, pro rata according to the Class Principal Balances thereof, in reduction thereof; provided, however, that if the loss is recognized with respect to a Class P Mortgage Loan, the applicable Class P Fraction of such loss shall first be allocated to the Class C-P-L Regular Interest and the remainder of such loss shall be allocated as set forth above in this clause (i); and (ii) for Realized Losses allocable to interest (a) first, to the Class B-6-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class B-6-L Principal Balance, (b) second, to the Class B-5-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class B-5-L Principal Balance, (c) third, to the Class B-4-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class B-4-L Principal Balance, (d) fourth, to the Class B-3-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class B-3-L Principal Balance, (e) fifth, to the Class B-2-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class B-2-L Principal Balance, (f) sixth, to the Class B-1-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class B-1-L Principal Balance, and (g) seventh, to the Class A-L Regular Interests related to such Loan Group, and the portion of the Class C-X-L Regular Interest that derives its interest from such Loan Group, pro rata according to accrued but unpaid interest on such Classes (or portions thereof), in reduction thereof, and then to those related Class A-L Regular Interests, pro rata according to the Class Principal Balances thereof, in reduction thereof; provided, however, that until the Class 2-A-10-L Principal Balance has been reduced to zero, all principal losses that would otherwise be allocated to the Class 2-A-1-L Regular Interest pursuant to clause (i) of this paragraph shall instead be allocated to the Class 2-A-10-L Regular Interest, in reduction of the Class 2-A-10-L Principal Balance, and all interest losses that would otherwise be allocated to the Class 2-A-1-L Regular Interest pursuant to clause (ii) of this paragraph shall instead be allocated to the Class 2-A-10-L Regular Interest, in reduction of accrued but unpaid interest thereon, and then in reduction of the 2-A-10-L Principal Balance.

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

Realized Losses allocated to any Class of REMIC II Regular Interests pursuant to this definition of “Realized Loss” in reduction of the Class Principal Balance thereof (including losses allocated to the Class B-L Regular Interests pursuant to the immediately preceding paragraph of this definition of “Realized Loss”) shall also be allocated to the Corresponding Class in reduction of the Class Principal Balance thereof by the same amount.

On each Distribution Date, after giving effect to the principal distributions and allocations of losses as provided in this Agreement (without regard to this paragraph), if the aggregate Class Principal Balance of all outstanding Classes of REMIC II Regular Interests (plus any Cumulative Carry-Forward Subsequent Recoveries Amount for such Distribution Date for any Loan Group) exceeds the aggregate principal balance of the Mortgage Loans remaining to be paid at the close of business on the Cut-Off Date, after deduction of (i) all principal payments due on or before the Cut-Off Date in respect of each such Mortgage Loan whether or not paid, and (ii) all amounts of principal in respect of each Mortgage Loan that have been received or advanced and included in the REMIC II Available Distribution Amount for Loan Group 1, Loan Group 2 and Loan Group 3 and all losses in respect of each Mortgage Loan that have been allocated to the REMIC I Regular Interests on such Distribution Date or prior Distribution Dates, then such excess will be deemed a principal loss and will be allocated to the most junior Class of Class B-L Regular Interests, in reduction of the Class Principal Balance thereof.

Recognition Agreement : With respect to a Cooperative Loan, the recognition agreement between the Cooperative and the originator of such Cooperative Loan.

Record Date : The last Business Day of the month immediately preceding the month of the related Distribution Date.

Reference Banks : As defined in Section 3.19(b).

Regular Interest Group : The Group 1-L, Group 2-L or Group 3-L Regular Interests, as applicable.

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

Relief Act Shortfall : With respect to a Loan Group, for any Distribution Date for any Mortgage Loan in such Loan Group with respect to which the Servicemembers Civil Relief Act, formerly known as the Soldiers’ and Sailors’ Civil Relief Act of 1940, or any comparable state legislation (collectively, the “ Relief Act ”), limits the amount of interest payable by the related Mortgagor, an amount equal to one month’s interest on such Mortgage Loan at an annual interest rate equal to the excess, if any, of (i) the annual interest rate otherwise payable by the Mortgagor on the related Due Date under the terms of the related Mortgage Note over (ii) the annual interest rate payable by the Mortgagor on the related Due Date by application of the Relief Act.

REMIC : A real estate mortgage investment conduit, as such term is defined in the Code.

REMIC Provisions : Sections 860A through 860G of the Code, related Code provisions and regulations promulgated thereunder, as the foregoing may be in effect from time to time.

REMIC I : The segregated pool of assets of the Trust consisting of the REMIC I Assets, which shall be a REMIC pursuant to the Code, with respect to which a separate REMIC election is to be made and the beneficial interests in which shall be the REMIC I Regular Interests and the Class R-1 Residual Interest.

REMIC I Assets : All of the Mortgage Pool Assets other than the Yield Maintenance Agreement and any proceeds thereof.

REMIC I Available Distribution Amount :  For each Loan Group for any Distribution Date, the sum of the following amounts with respect to the Mortgage Loans in such Loan Group:

(1)        the total amount of all cash received by or on behalf of the Servicer with respect to such Mortgage Loans by the Determination Date for such Distribution Date and not previously distributed, including Monthly P&I Advances made by the Servicer, Liquidation Proceeds and scheduled amounts of distributions from Buydown Funds respecting Buydown Loans, if any, except:

(a)        all scheduled payments of principal and interest collected but due subsequent to such Distribution Date;

(b)        all Curtailments received after the Prior Period;

(c)        all Payoffs received after the Payoff Period immediately preceding such Distribution Date (together with any interest payment received with such Payoffs to the extent that it represents the payment of interest accrued on the Mortgage Loans for the period subsequent to the Prior Period), and interest which was accrued and received on Payoffs received during the period from the 1st to the 14th day of the month of such Distribution Date, which interest shall not be included in the calculation of the REMIC I Available Distribution Amount for any Distribution Date;

(d)        Insurance Proceeds, Liquidation Proceeds and Subsequent Recoveries received on such Mortgage Loans after the Prior Period;

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

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

(g)        Excess Liquidation Proceeds;

(2)        the sum, to the extent not previously distributed, of the following amounts, to the extent advanced or received, as applicable, by the Servicer:

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

(b)        Compensating Interest; and

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

REMIC I Distribution Amount : For any Distribution Date, the REMIC I Available Distribution Amount shall be distributed to the REMIC I Regular Interests and the Class R-1 Residual Interest in the following amounts and priority:

(a)        To the extent of the REMIC I Available Distribution Amount for Loan Group 1:

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

(ii)                 second, to the Class C-Y-1 and Class C-Z-1 Regular Interests, concurrently, the Interest Distribution Amounts for the Class C-Y-1 and Class C-Z-1 Regular Interests for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts; and

(iii)       third, to the Class C-Y-1 and Class C-Z-1 Regular Interests, the Class C-Y-1 Principal Distribution Amount and the Class C-Z-1 Principal Distribution Amount, respectively.

(b)        To the extent of the REMIC I Available Distribution Amount for Loan Group 2 and Loan Group 3:

(i)         first, to (A) the Class C-P-M Regular Interest, the aggregate for all of the Class 2-P Mortgage Loans of the product for each Class 2-P Mortgage Loan of the applicable Class 2-P Fraction and the sum of (x) scheduled payments of principal on such Class 2-P Mortgage Loan due on or before the related Due Date in respect of which no distribution has been made on any previous Distribution Date and which were received by the Determination Date, or which have been advanced as part of a Monthly P&I Advance with respect to such Distribution Date, (y) the principal portion received in respect of such Class 2-P Mortgage Loan during the Prior Period of (1) Curtailments, (2) Insurance Proceeds, (3) the amount, if any, of the principal portion of the Purchase Price paid pursuant to a Purchase Obligation or any purchase of a Mortgage Loan permitted hereunder and (4) Liquidation Proceeds and (z) the principal portion of Payoffs received in respect of such Class 2-P Mortgage Loan during the Payoff Period; (B) the Class C-P-M Regular Interest, the aggregate for all of the Class 3-P Mortgage Loans of the product for each Class 3-P Mortgage Loan of the applicable Class 3-P Fraction and the sum of (x) scheduled payments of principal on such Class 3-P Mortgage Loan due on or before the related Due Date in respect of which no distribution has been made on any previous Distribution Date and which were received by the Determination Date, or which have been advanced as part of a Monthly P&I Advance with respect to such Distribution Date, (y) the principal portion received in respect of such Class 3-P Mortgage Loan during the Prior Period of (1) Curtailments, (2) Insurance Proceeds, (3) the amount, if any, of the principal portion of the Purchase Price paid pursuant to a Purchase Obligation or any purchase of a Mortgage Loan permitted hereunder and (4) Liquidation Proceeds and (z) the principal portion of Payoffs received in respect of such Class 3-P Mortgage Loan during the Payoff Period;

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

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

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

(v)        fifth, to the Class C-Y-2 and Class C-Z-2 Regular Interests, the Class C-Y-2 Principal Distribution Amount and the Class C-Z-2 Principal Distribution Amount, respectively.

(c)        To the extent of the REMIC I Available Distribution Amounts for Loan Group 1, Loan Group 2 and Loan Group 3 for such Distribution Date remaining after payment of the amounts pursuant to paragraphs (a) and (b) of this definition of “REMIC I Distribution Amount”:

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

(ii)        second, to each Class of Class C-Y and Class C-Z Regular Interests, pro rata according to the amount of unreimbursed Realized Losses allocable to principal previously allocated to each such Class, the aggregate amount of any distributions to the Certificates pursuant to paragraph (I)(d)(xxi) of the definition of “REMIC II Distribution Amount” on such Distribution Date; provided, however, that any amounts distributed pursuant to this paragraph (c)(ii) of this definition of “REMIC I Distribution Amount” shall not cause a reduction in the Class Principal Balances of any of the Class C-Y and Class C-Z Regular Interests; and

(iii)       third, to the Class R-1 Residual Interest, the Residual Distribution Amount for the Class R-1 Residual Interest for such Distribution Date.

REMIC I Regular Interests : The Classes of undivided beneficial interests in REMIC I designated as “regular interests” in the table titled “REMIC I Interests” in the Preliminary Statement hereto. The REMIC I Regular Interests, together with the Class R-1 Residual Interest, shall be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC I Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute.

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

REMIC II Assets : The REMIC I Regular Interests.

REMIC II Available Distribution Amount : For the Group 1-L Regular Interests, on any Distribution Date, the aggregate of all distributions to the Class C-Y-1 and Class C-Z-1 Regular Interests (which amount shall be available for distributions to the Group 1-L and Class B-L Regular Interests and the Class R-2 Residual Interest as provided herein). For the Group 2-L Regular Interest, on any Distribution Date, the aggregate of the portions attributable to Group 2 Loans of all distributions to the Class C-P-M, Class C-X-M, Class C-Y-2 and Class C-Z-2 Regular Interests (which amount shall be available for distributions to the Group 2-L and Class B-L Regular Interests and the Class R-2 Residual Interest as provided herein). For the Group 3-L Regular Interests, on any Distribution Date, the aggregate of the portions attributable to Group 3 Loans of all distributions to the Class C-P-M, Class C-X-M, Class C-Y-2 and Class C-Z-2 Regular Interests (which amount shall be available for distributions to the Group 3-L and Class B-L Regular Interests and the Class R-2 Residual Interest as provided herein).

REMIC II Distribution Amount : (I) For any Distribution Date prior to the Credit Support Depletion Date, the REMIC II Available Distribution Amount for such Distribution Date shall be distributed to the REMIC II Regular Interests and the Class R-2 Residual Interest in the following amounts and priority:

(a)        With respect to the Group 1-L Regular Interests, on any Distribution Date prior to the Credit Support Depletion Date, to the extent of the REMIC II Available Distribution Amount for the Group 1-L Regular Interests for such Distribution Date:

(i)                   first, to the Class 1-CB-L Regular Interest, the Interest Distribution Amount for the Class 1-CB-L Regular Interest remaining unpaid from previous Distribution Dates;

(ii)                 second, to the Class 1-CB-L Regular Interest, the Interest Distribution Amount for the Class 1-CB-L Regular Interest for the current Distribution Date; and

(iii)                third, to the Class 1-CB-L Regular Interest, as principal, the Group 1 Senior Principal Distribution Amount, until the Class 1-CB-L Principal Balance has been reduced to zero;

(b)        With respect to the Group 2-L, Class C-P-L and Class C-X-L Regular Interests, on any Distribution Date prior to the Credit Support Depletion Date, to the extent of the REMIC II Available Distribution Amount for the Group 2-L Regular Interests for such Distribution Date:

(i)                   first, to the Class C-P-L Regular Interest, the aggregate for all Class 2-P Mortgage Loans of the product for each Class 2-P Mortgage Loan of the applicable Class 2-P Fraction and the sum of (x) scheduled payments of principal on such Class 2-P Mortgage Loan due on or before the related Due Date in respect of which no distribution has been made on any previous Distribution Date and which were received by the Determination Date, or which have been advanced as part of a Monthly P&I Advance with respect to such Distribution Date, (y) the principal portion received in respect of such Class 2-P Mortgage Loan during the Prior Period of (1) Curtailments, (2) Insurance Proceeds, (3) the amount, if any, of the principal portion of the Purchase Price paid pursuant to a Purchase Obligation or any purchase of a Mortgage Loan permitted hereunder and (4) Liquidation Proceeds and (z) the principal portion of Payoffs received in respect of such Class 2-P Mortgage Loan during the Payoff Period;

(ii)                 second, to the Group 2-A-L and Class C-X-L Regular Interests, concurrently, the sum of (x) the Interest Distribution Amounts for the Group 2-A-L Regular Interests and (y) the portion of the Interest Distribution Amount for the Class C-X-L Regular Interest derived from the Group 2 Loans, in each case remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts; provided, however, that on or before the Class 2-A-9 Accretion Termination Date, the amount that would otherwise be payable to the Class 2-A-9-L Regular Interest pursuant to this clause (I)(b)(ii) will be paid instead as principal as set forth in clause (I)(b)(iii)(b) of this definition of “REMIC II Distribution Amount”;

(iii)                third,

(a)        to the Group 2-A-L and Class C-X-L Regular Interests, concurrently, the sum of (x) the Interest Distribution Amounts for the Group 2-A-L Regular Interests and (y) the portion of the Interest Distribution Amount for the Class C-X-L Regular Interest derived from the Group 2 Loans, in each case for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts; provided, however, that on or before the Class 2-A-9 Accretion Termination Date, the amount that would otherwise be payable to the Class 2-A-9-L Regular Interest pursuant to this clause (I)(b)(iii)(a) will be paid instead as principal as set forth in clause (I)(b)(iii)(b) of this definition of “REMIC II Distribution Amount”; and

(b)        on or before the Class 2-A-9 Accretion Termination Date, the Class 2-A-9 Accrual Amount, as principal, sequentially, as follows:

(1)        first, to the Class 2-A-2-L and Class 2-A-3-L Regular Interests, pro rata, an amount, up to the amount of the Priority Amount 1 for that Distribution Date, until the Class 2-A-2-L and Class 2-A-3-L Principal Balances have each been reduced to zero;

(2)        second, an amount, up to the amount of the Priority Amount 2 for that Distribution Date, concurrently, until the Class 2-A-4-L Principal Balance has been reduced to zero, as follows:

(A)       45.9541039433% to the Class 2-A-4-L Regular Interest, until the Class 2-A-4-L Principal Balance has been reduced to zero; and

(B)       54.0458960567%, sequentially, as follows:

(i)         first, to the Class 2-A-5-L Regular Interest, until the Class 2-A-5-L Principal Balance has been reduced to zero;

(ii)        second, to the Class 2-A-7-L Regular Interest, until the Class 2-A-7-L Principal Balance has been reduced to zero; and

(iii)       third, to the Class 2-A-8-L Regular Interest, until the Class 2-A-8-L Principal Balance has been reduced to zero;

(3)        third, to the Class 2-A-2-L and Class 2-A-3-L, Regular Interests, pro rata, until the Class 2-A-2-L and Class 2-A-3-L Principal Balances have each been reduced to zero;

(4)        fourth, concurrently, until the Class 2-A-4-L Principal Balance has been reduced to zero, as follows:

(A)       45.9541039433% to the Class 2-A-4-L Regular Interest, until the Class 2-A-4-L Principal Balance has been reduced to zero; and

(B)       54.0458960567%, sequentially, as follows:

(i)         first, to the Class 2-A-5-L Regular Interest, until the Class 2-A-5-L Principal Balance has been reduced to zero;

(ii)        second, to the Class 2-A-7-L Regular Interest, until the Class 2-A-7-L Principal Balance has been reduced to zero; and

(iii)       third, to the Class 2-A-8-L Regular Interest, until the Class 2-A-8-L Principal Balance has been reduced to zero; and

(5)        fifth, to the Class 2-A-9-L Regular Interest, until the Class 2-A-9-L Principal Balance has been reduced to zero.

(iv)               fourth, to the Group 2-A-L Regular Interests, as principal, the Group 2 Senior Principal Distribution Amount (reduced, on the first distribution date, by $100), sequentially, as follows:

(1)        first, to the Class 2-A-1-L and Class 2-A-10-L Regular Interests, pro rata, an amount, up to the amount of the Group 2 Lockout Priority Amount for that Distribution Date, until the Class 2-A-1-L and Class 2-A-10-L Principal Balances have each been reduced to zero;

(2)        second, to the Class 2-A-2-L and Class 2-A-3-L Regular Interests, pro rata, an amount, up to the amount of the Priority Amount 1 for that Distribution Date (as reduced by amounts already distributed on that Distribution Date to these classes pursuant to paragraph (b)(iii)(1) of this definition of REMIC II Distribution Amount), until the Class 2-A-2-L and Class 2-A-3-L Principal Balances have each been reduced to zero;

(3)        third, an amount, up to the amount of the Priority Amount 2 for that Distribution Date (as reduced by amounts already distributed on that Distribution Date to the Class 2-A-4-L, Class 2-A-5-L, Class 2-A-7-L and Class 2-A-8-L Regular Interests pursuant to paragraph (b)(iii)(2) of this definition of REMIC II Distribution Amount), concurrently, until the Class 2-A-4-L Principal Balance has been reduced to zero, as follows:

(A)       45.9541039433% to the Class 2-A-4-L Regular Interest, until the Class 2-A-4-L Principal Balance has been reduced to zero; and

(B)       54.0458960567%, sequentially, as follows:

(i)         first, to the Class 2-A-5-L Regular Interest, until the Class 2-A-5-L Principal Balance has been reduced to zero;

(ii)        second, to the Class 2-A-7-L Regular Interest, until the Class 2-A-7-L Principal Balance has been reduced to zero; and

(iii)       third, to the Class 2-A-8-L Regular Interest, until the Class 2-A-8-L Principal Balance has been reduced to zero;

(4)        fourth, to the Class 2-A-2-L and Class 2-A-3-L, Regular Interests, pro rata, until the Class 2-A-2-L and Class 2-A-3-L Principal Balances have each been reduced to zero;

(5)        fifth, concurrently, until the Class 2-A-4-L Principal Balance has been reduced to zero, as follows:

(A)       45.9541039433% to the Class 2-A-4-L Regular Interest, until the Class 2-A-4-L Principal Balance has been reduced to zero; and

(B)       54.0458960567%, sequentially, as follows:

(i)         first, to the Class 2-A-5-L Regular Interest, until the Class 2-A-5-L Principal Balance has been reduced to zero;

(ii)        second, to the Class 2-A-7-L Regular Interest, until the Class 2-A-7-L Principal Balance has been reduced to zero; and

(iii)       third, to the Class 2-A-8-L Regular Interest, until the Class 2-A-8-L Principal Balance has been reduced to zero;

(6)        sixth, to the Class 2-A-9-L Regular Interest, until the Class 2-A-9-L Principal Balance has been reduced to zero; and

(7)        seventh, to the Class 2-A-1-L and Class 2-A-10-L Regular Interests, pro rata, until the Class 2-A-1-L and Class 2-A-10-L Principal Balances have each been reduced to zero.

(c)        With respect to the Group 3-L, Class C-P-L and Class C-X-L Regular Interests, on any Distribution Date prior to the Credit Support Depletion Date, to the extent of the REMIC II Available Distribution Amount for the Group 3-L Regular Interests for such Distribution Date:

(i)                   first, to the Class C-P-L Regular Interest, the aggregate for all Class 3-P Mortgage Loans of the product for each Class 3-P Mortgage Loan of the applicable Class 3-P Fraction and the sum of (x) scheduled payments of principal on such Class 3-P Mortgage Loan due on or before the related Due Date in respect of which no distribution has been made on any previous Distribution Date and which were received by the Determination Date, or which have been advanced as part of a Monthly P&I Advance with respect to such Distribution Date, (y) the principal portion received in respect of such Class 3-P Mortgage Loan during the Prior Period of (1) Curtailments, (2) Insurance Proceeds, (3) the amount, if any, of the principal portion of the Purchase Price paid pursuant to a Purchase Obligation or any purchase of a Mortgage Loan permitted hereunder and (4) Liquidation Proceeds and (z) the principal portion of Payoffs received in respect of such Class 3-P Mortgage Loan during the Payoff Period;

(ii)                 second, to the Group 3-A-L and Class C-X-L Regular Interests, concurrently, the sum of (x) the Interest Distribution Amounts for the Group 3-A-L Regular Interests and (y) the portion of the Interest Distribution Amount for the Class C-X-L Regular Interest derived from the Group 3 Loans, in each case remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts;

(iii)                third, to the Group 3-A-L and Class C-X-L Regular Interests, concurrently, the sum of (x) the Interest Distribution Amounts for the Group 3-A-L Regular Interests and (y) the portion of the Interest Distribution Amount for the Class C-X-L Regular Interest derived from the Group 3 Loans, in each case for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts; and

(iv)               fourth, to the Class 3-CB-L Regular Interest, as principal, the Group 3 Senior Principal Distribution Amount, until the Class 3-CB-L Principal Balance has been reduced to zero;

(d)        With respect to the Group 1-L, Group 2-L, Group 3-L, Class C-X-L, Class C-P-L and Class B-L Regular Interests and the Class R-2 Residual Interest, on any Distribution Date prior to the Credit Support Depletion Date, to the extent of the REMIC II Available Distribution Amounts for the Group 1-L, Group 2-L and Group 3-L Regular Interests for such Distribution Date remaining after the payment of the amounts pursuant to paragraphs (I)(a), (I)(b) and (I)(c) of this definition of “REMIC II Distribution Amount”:

(i)                   first, to the Class C-P-L Regular Interest, to the extent of amounts otherwise available to pay the Subordinate Principal Distribution Amount (without regard to clause (B)(x) of the definition thereof) on such Distribution Date and to the extent not paid to such Class on previous Distribution Dates pursuant to clause (I)(d)(ii) of this definition of “REMIC II Distribution Amount,” principal in an amount equal to the Class 2-P Fraction or Class 3-P Fraction, as applicable, of any Realized Loss on a Class 2-P or Class 3-P Mortgage Loan incurred prior to the Prior Period;

(ii)                 second, to the Class C-P-L Regular Interest, to the extent of amounts otherwise available to pay the Subordinate Principal Distribution Amount (without regard to clause (B)(x) of the definition thereof) on such Distribution Date, principal in an amount equal to the Class 2-P Fraction or Class 3-P Fraction, as applicable, of any loss on a Class 2-P or Class 3-P Mortgage Loan incurred in the Prior Period; provided , that any amounts distributed in respect of losses pursuant to paragraph (I)(d)(i) or this paragraph (I)(d)(ii) of this definition of “REMIC II Distribution Amount” shall not cause a reduction in the Class C-P-L Principal Balance;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(xxii)          twenty-second to the Class R-2 Residual Interest, the Residual Distribution Amounts for the Group 1-L, Group 2-L and Group 3-L Regular Interests for such Distribution Date.

Notwithstanding the foregoing paragraph (I)(d) of this definition of “REMIC II Distribution Amount,”

(X)       on any Distribution Date on which both of the following conditions specified in clauses (1) and (2) are met:

(1)        the aggregate Class Principal Balance of any of the Group 1-A-L Regular Interests, the Group 2-A-L Regular Interests or the Group 3-A-L Regular Interests has been reduced to zero, and

(2)        either (a) the Class B Percentage for such Distribution Date is less than 200% of the Class B Percentage as of the Closing Date or (b) the outstanding principal balance of the Mortgage Loans in any of Loan Group 1, Loan Group 2 or Loan Group 3 delinquent 60 days or more averaged over the last six months (including Mortgage Loans in foreclosure and Mortgage Loans the Mortgaged Property of which is held by REMIC I and acquired by foreclosure or deed in lieu of foreclosure), as a percentage of the related Subordinate Component Balance, is greater than or equal to 50%,

all principal received or advanced with respect to the Mortgage Loans in the Loan Group related to the Class A-L Regular Interests that have been paid in full (after distributions of principal to the Class C-P-L Regular Interest pursuant to paragraph (I)(b)(i), (I)(c)(i), (I)(d)(i) and (I)(d)(ii) above, if applicable) shall be paid as principal to the remaining Class A-L Regular Interests of such other Regular Interest Group or Groups to the extent of and in reduction of the Class Principal Balances thereof (and, in the case of the Group 2-A-L Regular Interests, in the order of priority of paragraph (I)(b)(iv)(1)-(7) above), prior to any distributions of principal to the Class B-L Regular Interests pursuant to paragraph (I)(d) above; provided, however, that if there are two Regular Interest Groups with outstanding Class A-L Regular Interests, then such principal will be distributed between those Regular Interest Groups pro rata according to the aggregate Class Principal Balance of the Class A-L Regular Interests of such Regular Interest Groups, and

(Y)       if on any Distribution Date any of Loan Group 1, Loan Group 2 or Loan Group 3 is an Undercollateralized Group and the other such Loan Group or Groups is an Overcollateralized Group, then the REMIC II Available Distribution Amount for the Regular Interest Group or Groups related to the Overcollateralized Group or Groups, to the extent remaining following distributions of interest and principal to the Group 1-L, Group 2-L, Group 3-L and Class C-P-L Regular Interests pursuant to paragraph (I)(a), (I)(b) or (I)(c) above, as applicable, shall be paid in the following priority: (1) first, such remaining amount, up to the Total Transfer Amount for each Undercollateralized Group, pro rata according to the Total Transfer Amount for each such Undercollateralized Group, shall be distributed (a) first, to the Class A-L Regular Interests related to each Undercollateralized Group, in payment of any portion of the Interest Distribution Amounts for such Classes of Regular Interests remaining unpaid from such Distribution Date or previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts, and (b) second, to the Class A-L Regular Interests related to each such Undercollateralized Group, as principal (and, in the case of the Group 2-A-L Regular Interests, in the order of priority of paragraph (I)(b)(iv)(1)-(7) above), and (2) second, any remaining amount shall be distributed pursuant to paragraph (I)(d) above.

(II)       For any Distribution Date on or after the Credit Support Depletion Date, the REMIC II Available Distribution Amount for such Distribution Date shall be distributed to the outstanding Classes of REMIC II Regular Interests and the Class R-2 Residual Interest in the following amounts and priority:

(a)        With respect to the Group 1-L Regular Interests, on each Distribution Date on or after the Credit Support Depletion Date, to the extent of the REMIC II Available Distribution Amount for Loan Group 1 for such Distribution Date:

(i)                   first, to the Group 1-A-L Regular Interests, the amount payable to such Class of Regular Interests on prior Distribution Dates pursuant to clause (I)(a)(ii) or (II)(a)(ii) of this definition of “REMIC II Distribution Amount,” and remaining unpaid;

(ii)                 second, to the Group 1-A-L Regular Interests, the Interest Distribution Amounts for the Group 1-A-L Regular Interests for the current Distribution Date;

(iii)                third, to the Group 1-A-L Regular Interests, as principal, the Group 1 Senior Principal Distribution Amount; and

(iv)               fourth, after any payments to the Group 2-L or Group 3-L Regular Interests pursuant to the last paragraph of this definition of “REMIC II Distribution Amount,” to the Class R-2 Residual Interest, the Residual Distribution Amount for the Group 1-L Regular Interests for such Distribution Date.

(b)        With respect to the Group 2-L, Class C-P-L and Class C-X-L Regular Interests, on each Distribution Date on or after the Credit Support Depletion Date, to the extent of the REMIC II Available Distribution Amount for Loan Group 2 for such Distribution Date:

(i)                   first, to the Class C-P-L Regular Interest, principal in the amount that would otherwise be distributed to such Class on such Distribution Date pursuant to clause (I)(b)(i) of this definition of “REMIC II Distribution Amount”;

(ii)                 second, to the Group 2-A-L and Class C-X-L Regular Interests, the amount payable to each such Class of Regular Interests on prior Distribution Dates pursuant to clause (I)(b)(iii) or (II)(b)(iii) of this definition of “REMIC II Distribution Amount,” and remaining unpaid, pro rata according to such amount payable to the extent of amounts available;

(iii)                third, to the Group 2-A-L and Class C-X-L Regular Interests, concurrently, the sum of (x) the Interest Distribution Amounts for the Group 2-A-L Regular Interests and (y) the portion of the Interest Distribution Amount for the Class C-X-L Regular Interest derived from the Group 2 Loans, in each case for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts;

(iv)               fourth, to the Group 2-A-L Regular Interests, pro rata according to Class Principal Balance, as principal, the Group 2 Senior Principal Distribution Amount; and

(v)                 fifth, after any payments to the Group 1-L or Group 3-L Regular Interests pursuant to the last paragraph of this definition of “REMIC II Distribution Amount,” to the Class R-2 Residual Interest, the Residual Distribution Amount for the Group 2-L Regular Interests for such Distribution Date.

(c)        With respect to the Group 3-L, Class C-P-L and Class C-X-L Regular Interests, on each Distribution Date on or after the Credit Support Depletion Date, to the extent of the REMIC II Available Distribution Amount for Loan Group 3 for such Distribution Date:

(i)                   first, to the Class C-P-L Regular Interest, principal in the amount that would otherwise be distributed to such Class on such Distribution Date pursuant to clause (I)(c)(i) of this definition of “REMIC II Distribution Amount”;

(ii)                 second, to the Group 3-A-L and Class C-X-L Regular Interests, the amount payable to each such Class of Regular Interests on prior Distribution Dates pursuant to clause (I)(c)(iii) or (II)(c)(iii) of this definition of “REMIC II Distribution Amount,” and remaining unpaid, pro rata according to such amount payable to the extent of amounts available;

(iii)                third, to the Group 3-A-L and Class C-X-L Regular Interests, concurrently, the sum of (x) the Interest Distribution Amounts for the Group 3-A-L Regular Interests and (y) the portion of the Interest Distribution Amount for the Class C-X-L Regular Interest derived from the Group 3 Loans, in each case for the current Distribution Date, pro rata according to their respective Interest Distribution Amounts;

(iv)               fourth, to the Group 3-A-L Regular Interests, pro rata according to Class Principal Balance, as principal, the Group 3 Senior Principal Distribution Amount; and

(v)                 fifth, after any payments to the Group 1-L or Group 2-L Regular Interests pursuant to the last paragraph of this definition of “REMIC II Distribution Amount,” to the Class R-2 Residual Interest, the Residual Distribution Amount for the Group 3-L Regular Interests for such Distribution Date.

If on any Distribution Date any of Loan Group 1, Loan Group 2 or Loan Group 3 is an Undercollateralized Group and the other such Loan Group or Groups is an Overcollateralized Group, then the REMIC II Available Distribution Amount for the Regular Interest Group or Groups related to the Overcollateralized Group or Groups, to the extent remaining following distributions of interest and principal to the Group 1-L, Group 2-L, Group 3-L and Class C-P-L Regular Interests pursuant to paragraph (II)(a)(i) through (II)(a)(iii), paragraph (II)(b)(i) through (II)(b)(iv) or paragraph (II)(c)(i) through (II)(c)(iv), as applicable, shall be paid in the following priority: (1) first, such remaining amount, up to the Total Transfer Amount for each such Undercollateralized Group, pro rata according to the Total Transfer Amount for each such Undercollateralized Group, shall be distributed (a) first, to the Class A-L Regular Interests related to each such Undercollateralized Group, in payment of any portion of the Interest Distribution Amounts for such Classes of Regular Interests remaining unpaid from such Distribution Date or previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts, and (b) second, to the Class A-L Regular Interests related to each such Undercollateralized Group, as principal, pro rata according to Class Principal Balance, and (2) second, any remaining amount shall be distributed pursuant to paragraph (II)(a)(iv), (II)(b)(v) and (II)(c)(v) above, as applicable; provided that if there are two Overcollateralized Groups and the remaining REMIC II Available Distribution Amounts for the Regular Interest Groups related to such Overcollateralized Groups exceeds the Total Transfer Amount for the Undercollateralized Group, then the sum of such remaining REMIC II Available Distribution Amounts shall be distributed to the Regular Interest Group related to the Undercollateralized Group in accordance with clause (1) of this paragraph pro rata according to such remaining REMIC II Available Distribution Amounts.

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

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

REMIC III Assets : The REMIC II Regular Interests.

REMIC III Available Distribution Amount : For the Group 1 Certificates, on any Distribution Date, the aggregate of all distributions to the Group 1-L Regular Interest pursuant to clauses (I)(a), (I)(d) and (II)(a) of the definition of “REMIC II Distribution Amount” (which amount shall be available for distributions to the Group 1 Certificates and the Class R-3 Residual Interest as provided herein). For the Group 2 Certificates, on any Distribution Date, the aggregate of all distributions to the Group 2-L Regular Interest, and the portions of the distributions to the Class C-P-L and Class C-X-L Regular Interests paid in respect of Group 2 Loans, in each case pursuant to clauses (I)(b), (I)(d) and (II)(b) of the definition of “REMIC II Distribution Amount” (which amount shall be available for distributions to the Group 2 Certificates (other than the Class 2-A-5 Certificates), the Class 2-A-5-M Regular Interest, the Class C-P and Class C-X Certificates and the Class R-3 Residual Interest as provided herein). For the Group 3 Certificates, on any Distribution Date, the aggregate of all distributions to the Group 3-L Regular Interest, and the portions of the distributions to the Class C-P-L and Class C-X-L Regular Interests paid in respect of Group 3 Loans, in each case pursuant to clauses (I)(c), (I)(d) and (II)(c) of the definition of “REMIC II Distribution Amount” (which amount shall be available for distributions to the Group 3 Certificates, the Class C-P and Class C-X Certificates and the Class R-3 Residual Interest as provided herein). For the Class B Certificates, on any Distribution Date, the aggregate of all distributions to the Class B-L Regular Interests (which amount shall be available for distributions to the Class B Certificates and the Class R-3 Residual Interest as provided herein).

REMIC III Distribution Amount :  The REMIC III Available Distribution Amount for any Distribution Date shall be distributed to the Certificates (other than the Class 2-A-5 Certificates); the Class 2-A-5-M Regular Interest; and the Class R-3 Residual Interest in the following amounts and priority:

(a)        With respect to the Group 1 Certificates, to the extent of the REMIC III Available Distribution Amount for the Group 1 Certificates for such Distribution Date, to such Class of Certificates, the amounts distributed to its Corresponding Class on such Distribution Date;

(b)        With respect to the Group 2 Certificates (other than the Class 2-A-5 Certificates); the Class 2-A-5-M Regular Interest; and the Class C-P and Class C-X Certificates, to the extent of the REMIC III Available Distribution Amount for the Group 2 Certificates for such Distribution Date:

(i)                   to each of the Class C-P and Class C-X Certificates, the portion of the amounts distributed to its Corresponding Class in respect of Group 2 Loans on such Distribution Date;

(ii)                 to each Class of Group 2 Certificates (other than the Class 2-A-5 and Class 2-A-6 Certificates), the amounts distributed to its Corresponding Class on such Distribution Date; and

(iii)                (A) to the Class 2-A-5-M Regular Interest, the amount distributed as principal to its Corresponding Class on such Distribution Date; and (B) to each Class of the Class 2-A-5-M Regular Interest and the Class 2-A-6 Certificates, the amount distributed as interest to the Class 2-A-5-L Regular Interest on such Distribution Date, pro rata according to, for each such Class, the product of 1/12 of the Certificate Interest Rate for such Class and the Class Principal Balance or Class Notional Amount, as applicable, for such Class before allocating principal losses and giving effect to distributions of principal on such Distribution Date.

(c)        With respect to the Group 3, Class C-P and Class C-X Certificates, to the extent of the REMIC III Available Distribution Amount for the Group 3 Certificates for such Distribution Date:

(i)                   to each of the Class C-P and Class C-X Certificates, the portion of the amounts distributed to its Corresponding Class in respect of Group 3 Loans on such Distribution Date; and

(ii)                 to the Group 3 Certificates, the amounts distributed to its Corresponding Class on such Distribution Date;

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

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

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

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

Residual Certificates :  The Class R Certificates.

Residual Distribution Amount : For any Distribution Date, with respect to the Class R-1 Residual Interest, any portion of the REMIC I Available Distribution Amount for Loan Group 1, Loan Group 2 and Loan Group 3, respectively, remaining after all distributions of such REMIC I Available Distribution Amount pursuant to clauses (a), (b) and (c), as applicable, of the definition of “REMIC I Distribution Amount” (other than the distributions pursuant to the last subclause of clause (c)).

For any Distribution Date, with respect to the Class R-2 Residual Interest and for the Group 1-L, Group 2-L and Group 3-L Regular Interests, any portion of the REMIC II Available Distribution Amount for the Group 1-L, Group 2-L and Group 3-L Regular Interests, respectively, remaining after all distributions of such REMIC II Available Distribution Amount pursuant to clauses (I)(a), (I)(b), (I)(c), (I)(d), (II)(a), (II)(b) and (II)(c), as applicable, of the definition of “REMIC II Distribution Amount” (other than the distributions pursuant to the last subclause of clauses (I)(d), (II)(a), (II)(b) and (II)(c)).

For any Distribution Date, with respect to the Class R-3 Residual Interest, any portion of the REMIC III Available Distribution Amount for the Group 1, Group 2, Group 3 and Class B Certificates remaining after all distributions of the REMIC III Available Distribution Amount pursuant to clauses (a), (b), (c) and (d) of the definition of “REMIC III Distribution Amount.”

Upon termination of the obligations created by this Agreement and liquidation of REMIC I, REMIC II and REMIC III, the amounts which remain on deposit in the Certificate Account after payment to the Holders of the REMIC I Regular Interests of the amounts set forth in Section 9.01 of this Agreement, and subject to the conditions set forth therein, shall be distributed to the Class R-1, Class R-2 and Class R-3 Residual Interests in accordance with the preceding sentences of this definition as if the date of such distribution were a Distribution Date.

Responsible Officer : When used with respect to the Trustee or the Delaware Trustee, any officer assigned to and working in the Corporate Trust Office (in the case of the Trustee) or its corporate trust office (in the case of the Delaware Trustee) or, in each case, in a similar group and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

ROV Mortgage Loan :  A Mortgage Loan originated by Washington Mutual Bank or an affiliate thereof with respect to which the value set forth on the appraisal has been appealed and, as a result, an internal valuation has been conducted and included in a residential appraisal review contained in the related credit file.

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

Secretary of State : The Secretary of State of the State of Delaware.

Securities Act : The Securities Act of 1933, as amended.

Security Agreement : With respect to a Cooperative Loan, the agreement or mortgage creating a security interest in favor of the originator of the Cooperative Loan in the related Cooperative Stock.

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

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

Servicer :  Washington Mutual Bank, or any successor thereto appointed as provided pursuant to Section 7.02, acting to service and administer the Mortgage Loans pursuant to Section 3.01.

Servicer Business Day :  Any day other than a Saturday, a Sunday, or a day on which banking institutions in Seattle, Washington or in any other city in which a corporate office of the Servicer is located are authorized or obligated by law or executive order to be closed.

Servicing Fee : For each Mortgage Loan, the fee charged by the Servicer for servicing and advancing certain expenses with respect to such Mortgage Loan, equal to 1/12 of the product of (i) the Servicing Fee Rate for such Mortgage Loan and (ii) the outstanding Principal Balance of such Mortgage Loan, payable monthly from the Certificate Account, the Investment Account or the Custodial Account for P&I.  In addition, any prepayment penalty received on a Mortgage Loan will be paid as additional servicing compensation to the Servicer.

Servicing Fee Rate :  For each Mortgage Loan, the per annum rate set forth for such Mortgage Loan in the Mortgage Loan Schedule.

Servicing Officer : Any officer of the Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans or the Certificates, as applicable, whose name and specimen signature appear on a list of servicing officers furnished to the Trustee by the Servicer, as such list may from time to time be amended.

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

Special Primary Insurance Premium : With respect to any Special Primary Insurance Policy, the monthly premium payable thereunder.

Statutory Trust Statute : Chapter 38 of Title 12 of the Delaware Code, 12 Del.C. §3801 et seq ., as the same may be amended from time to time.

Step Down Percentage : For any Distribution Date, the percentage indicated below:

Distribution Date Occurring In	Step Down Percentage
August 2005 through July 2010	0%
August 2010 through July 2011	30%
August 2011 through July 2012	40%
August 2012 through July 2013	60%
August 2013 through July 2014	80%
August 2014 and after	100%

Streamlined Mortgage Loan :  A Mortgage Loan originated in connection with the refinance of a mortgage loan pursuant to the streamlined loan documentation program then in effect of the seller from which the Company acquired the Mortgage Loan.

Stripped Interest Rate : For each Group 2 or Group 3 Loan, the excess, if any, of the Pass-Through Rate for such Mortgage Loan over 5.500% per annum.

Subordinate Certificates :  The Class B Certificates.

Subordinate Component Balance : With respect to Loan Group 1 for any date of determination, the then outstanding aggregate Principal Balance of the Group 1 Loans minus the then outstanding Class Principal Balance of the Group 1-A Certificates. With respect to Loan Group 2 for any date of determination, the then outstanding aggregate Principal Balance of the Group 2 Loans (less the applicable Class 2-P Fraction thereof with respect to any Class 2-P Mortgage Loan) minus the then outstanding aggregate Class Principal Balance of the Group 2-A and Residual Certificates. With respect to Loan Group 3 for any date of determination, the then outstanding aggregate Principal Balance of the Group 3 Loans (less the applicable Class 3-P Fraction thereof with respect to any Class 3-P Mortgage Loan) minus the then outstanding Class Principal Balance of the Group 3-A Certificates.

Subordinate Liquidation Amount : For any Distribution Date, the excess, if any, of the sum of (A) the aggregate of Liquidation Principal for all Mortgage Loans which became Liquidated Mortgage Loans during the Prior Period and (B) any Subsequent Recoveries for such Distribution Date for Loan Group 1, Loan Group 2 and Loan Group 3, over the sum of the Group 1 Senior Liquidation Amount, the Group 2 Senior Liquidation Amount and the Group 3 Senior Liquidation Amount for such Distribution Date.

Subordinate Percentage :  The Group 1 Subordinate Percentage, Group 2 Subordinate Percentage or Group 3 Subordinate Percentage, as applicable.

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

On any Distribution Date, the Subordinate Principal Distribution Amount shall be allocated pro rata, by Class Principal Balance, among the Classes of Class B-L Regular Interests and paid in the order of distribution to such Classes pursuant to clause (I)(d) of the definition of “REMIC II Distribution Amount” except as otherwise stated in such definition. Notwithstanding the foregoing, on any Distribution Date prior to distributions on such date, if the Subordination Level for any Class of Class B-L Regular Interests is less than such Subordination Level as of the Closing Date, the pro rata portion of the Subordinate Principal Prepayments Distribution Amount otherwise allocable to the Class or Classes of Class B-L Regular Interests junior to such Class will be distributed to the most senior Class of Class B-L Regular Interests for which the Subordination Level is less than the Subordination Level as of the Closing Date, and to the Class or Classes of Class B-L Regular Interests senior thereto, pro rata according to the Class Principal Balances of such Classes. For purposes of this definition and the definition of “Subordination Level,” the relative seniority, from highest to lowest, of the Class B-L Regular Interests shall be as follows: 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.

Subordinate Principal Prepayments Distribution Amount : For any Distribution Date, the sum of (i) the Group 1 Subordinate Prepayment Percentage of the Principal Prepayment Amount for Loan Group 1, (ii) the Group 2 Subordinate Prepayment Percentage of the Principal Prepayment Amount for Loan Group 2 (exclusive of the portion thereof attributable to principal distributions to the Class C-P-L Regular Interest pursuant to clause (I)(b)(i) of the definition of “REMIC II Distribution Amount”) and (iii) the Group 3 Subordinate Prepayment Percentage of the Principal Prepayment Amount for Loan Group 3 (exclusive of the portion thereof attributable to principal distributions to the Class C-P-L Regular Interest pursuant to clause (I)(c)(i) of the definition of “REMIC II Distribution Amount”); provided, however, that if the amount specified in clause (B) of the definition of “Subordinate Principal Distribution Amount” is greater than the sum of the amounts specified in clauses (A)(i), (A)(ii), (A)(iii) and (A)(v) of such definition, then the Subordinate Principal Prepayments Distribution Amount shall be reduced by the amount of such excess.

Subordination Level : On any specified date, with respect to any Class of Class B-L Regular Interests, the percentage obtained by dividing the aggregate Class Principal Balance of the Classes of Class B-L Regular Interests which are subordinate in right of payment to such Class by the aggregate Class Principal Balance of the REMIC II Regular Interests and the Class R-1 Residual Interest as of such date prior to giving effect to distributions of principal and interest and allocations of Realized Losses on the Mortgage Loans on such date.

Subsequent Recoveries : For any Distribution Date and any Loan Group, amounts received by the 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, for each such Mortgage Loan up to the amount of Realized Losses, if any, previously allocated in respect of such Mortgage Loan in reduction of the Class Principal Balance of any Class of Certificates.

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

Tax Matters Person : With respect to each of REMIC I, REMIC II and REMIC III, a Holder of a Class R Certificate with a Percentage Interest of at least 0.01% or any Permitted Transferee of such Class R Certificateholder designated as succeeding to the position of Tax Matters Person in a notice to the Trustee signed by authorized representatives of the transferor and transferee of such Class R Certificate. The Servicer is hereby appointed to act as Tax Matters Person for REMIC I, REMIC II and REMIC III so long as it holds a Class R Certificate with a Percentage Interest of at least 0.01%.  In the event that the Servicer ceases to hold a Class R Certificate with the required Percentage Interest, the holder of the Class R Certificate with the largest Percentage Interest shall be Tax Matters Person, and such Tax Matters Person shall be deemed to have appointed the Servicer to act as agent for the Tax Matters Person for REMIC I, REMIC II and REMIC III, to perform the functions of such Tax Matters Person as provided herein. If the Tax Matters Person for REMIC I, REMIC II and REMIC III becomes a Disqualified Organization, the last preceding Holder, that is not a Disqualified Organization, of the Class R Certificate held by the Disqualified Organization shall be Tax Matters Person pursuant to and as permitted by Section 5.01(c). If any Person is appointed as tax matters person by the Internal Revenue Service pursuant to the Code, such Person shall be Tax Matters Person.

Termination Date : The date upon which final payment of the Certificates will be made pursuant to the procedures set forth in Section 9.01(b).

Termination Payment : The final payment delivered to the Certificateholders on the Termination Date pursuant to the procedures set forth in Section 9.01(b).

Total Transfer Amount :  For any Distribution Date and for an Undercollateralized Group, an amount equal to the sum of the Interest Transfer Amount and the Principal Transfer Amount for such Undercollateralized Group.

Transfer :  Any direct or indirect transfer or sale of any Ownership Interest in a Residual Certificate.

Transferee : Any Person who is acquiring by Transfer any Ownership Interest in a Residual Certificate.

Transferee Affidavit and Agreement : An affidavit and agreement in the form attached hereto as Exhibit J.

Trust : Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2005-6 Trust, a Delaware statutory trust, created pursuant to this Agreement.

Trustee : LaSalle Bank National Association, or its successor-in-interest as provided in Section 8.09, or any successor trustee appointed as herein provided.

Uncollected Interest : With respect to any Distribution Date for any Mortgage Loan on which a Payoff was made by a Mortgagor during the related Payoff Period, except for Payoffs received during the period from the first through the 14th day of the month of such Distribution Date, an amount equal to one month’s interest at the applicable Pass-Through Rate on such Mortgage Loan less the amount of interest actually paid by the Mortgagor with respect to such Payoff.

Uncompensated Interest Shortfall : With respect to a Loan Group, for any Distribution Date, the sum of (i) the aggregate Relief Act Shortfall for such Distribution Date with respect to the Mortgage Loans in such Loan Group, (ii) aggregate Curtailment Shortfall for such Distribution Date with respect to the Mortgage Loans in such Loan Group and (iii) the excess, if any, of (a) aggregate Uncollected Interest for such Distribution Date with respect to the Mortgage Loans in such Loan Group over (b) Compensating Interest for such Distribution Date with respect to the Mortgage Loans in such Loan Group.

Uncompensated Interest Shortfall for Loan Group 1 shall be allocated to the Group 1-A-L Regular Interests and the portions of the Class B-L Regular Interests that derive their Interest Distribution Amounts from the Group 1 Loans, pro rata according to the amount of interest accrued but unpaid on each such Class or portion thereof, in reduction thereof.

Uncompensated Interest Shortfall for Loan Group 2 shall be allocated to the Group 2-A-L Regular Interests and the portions of the Class C-X-L and Class B-L Regular Interests that derive their Interest Distribution Amounts from the Group 2 Loans, pro rata according to the amount of interest accrued but unpaid on each such Class or portion thereof, in reduction thereof.

Uncompensated Interest Shortfall for Loan Group 3 shall be allocated to the Group 3-A-L Regular Interest and the portions of the Class C-X-L and Class B-L Regular Interests that derive their Interest Distribution Amounts from the Group 3 Loans, pro rata according to the amount of interest accrued but unpaid on each such Class or portion thereof, in reduction thereof.

Uncompensated Interest Shortfall for Loan Group 1 shall be allocated to the Class C-Y-1 and Class C-Z-1 Regular Interests, pro rata according to the amount of the Interest Distribution Amount to which each such Class of Regular Interests would otherwise be entitled in reduction thereof.

The aggregate of Uncompensated Interest Shortfall for Loan Group 2 and Loan Group 3 shall be allocated, first to the Class C-X-M Regular Interest, in an amount equal to the aggregate amount of Uncompensated Interest Shortfall allocated to the Class C-X-L Regular Interest, in reduction of the Interest Distribution Amount to which such Class of Regular Interests would otherwise be entitled and, second to the remainder of such Uncompensated Interest Shortfall shall be allocated between the Class C-Y-2 and Class C-Z-2 Regular Interests, pro rata according to the amount of the Interest Distribution Amount to which each such Class of Regular Interests would otherwise be entitled in reduction thereof.

Undercollateralized Group : For any Distribution Date, Loan Group 1, if immediately prior to such Distribution Date the Class Principal Balance of the Group 1-A-L Regular Interests is greater than the aggregate Principal Balance of the Group 1 Loans; for any Distribution Date, Loan Group 2, if immediately prior to such Distribution Date the aggregate Class Principal Balance of the Group 2-A-L Regular Interests and the Residual Certificates is greater than the aggregate Principal Balance of the Group 2 Loans (less the applicable Class 2-P Fraction thereof with respect to each Class 2-P Mortgage Loan); and for any Distribution Date, Loan Group 3, if immediately prior to such Distribution Date the Class Principal Balance of the Group 3-A-L Regular Interests is greater than the aggregate Principal Balance of the Group 3 Loans (less the applicable Class 3-P Fraction thereof with respect to each Class 3-P Mortgage Loan).

Underwriter : WaMu Capital Corp.

Underwriting Standards : The underwriting standards of Washington Mutual Bank, or the published underwriting standards of the Company, or, if the related Mortgage Loan was underwritten pursuant to underwriting standards other than the published underwriting standards of the Company, then such other underwriting standards.

Uninsured Cause : Any cause of damage to a Mortgaged Property, the cost of the complete restoration of which is not fully reimbursable under the hazard insurance policies required to be maintained pursuant to Section 3.07.

U.S. Person : A citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia, or an estate or trust that is subject to U.S. federal income tax regardless of the source of its income.

VA : The Department of Veterans Affairs, formerly known as the Veterans Administration, or any successor thereto.

Withdrawal Date : Any day during the period commencing on the 18th day of the month of the related Distribution Date (or if such day is not a Business Day, the immediately preceding Business Day) and ending on the last Business Day prior to the 21st day of the month of such Distribution Date. The “related Due Date” for any Withdrawal Date is the Due Date immediately preceding the related Distribution Date.

Yield Maintenance Account :  The separate trust account maintained and held by the Trustee pursuant to Section 3.16, which account shall bear a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Trust on behalf of the Class 2-A-5 Certificateholders, and which account provides that the Trustee may make, or cause to be made, withdrawals therefrom in accordance with Section 3.16.

Yield Maintenance Agreement :  The transactions evidenced by the novation agreement, together with the related confirmations, each dated as of July 28, 2005, and any other related documents thereto, between the applicable Cap Counterparty and the Trustee, which shall be an asset of the Trust.

Yield Maintenance Notional Balance :  For the Class 2-A-5 Certificates and for any Distribution Date from and including August 2005 to and including the Final Yield Maintenance Payment Date, the corresponding amount listed for such Class and such Distribution Date in Schedule 1 of the Prospectus.

Yield Maintenance Payment Amount :  For the Class 2-A-5 Certificates and for any Distribution Date on or before the Final Yield Maintenance Payment Date, the lesser of (a) the amounts received by the Trustee pursuant to the Yield Maintenance Agreement for such Distribution Date and deposited by the Trustee into the Yield Maintenance Account in accordance with Section 3.16 and (b) the product of (i) the excess, if any, of (x) LIBOR (as determined on the LIBOR Determination Date by the Cap Counterparty), subject to a maximum of 8.750%, over (y) 5.250%, (ii) the lesser of (a) the Class 2-A-5 Principal Balance immediately prior to such Distribution Date and (b) the related Yield Maintenance Notional Balance for such Distribution Date and (iii) one-twelfth.

ARTICLE II

Creation of the Trust; Conveyance of the Mortgage Pool Assets, REMIC I Regular Interests,
REMIC II Regular Interests and REMIC III Regular Interests;
REMIC Election and Designations; Original Issuance of Certificates

Section 2.01.         Creation of the Trust .  The Trust is hereby created and shall be known as “Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2005-6 Trust”. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities, all as provided by and subject to the terms of this Agreement:

(i)         to acquire, hold, lease, manage, administer, control, invest, reinvest, operate and/or transfer the Mortgage Pool Assets, the REMIC II Assets, the REMIC III Assets and the Yield Maintenance Agreement;

(ii)        to issue the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the Class R-1, Class R-2 and Class R-3 Residual Interests and the Certificates;

(iii)       to make distributions to the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests and the Certificates; and

(iv)       to engage in such other activities, including entering into agreements, as are described in or required by the terms of this Agreement or as are necessary, suitable or convenient to accomplish the foregoing or incidental thereto.

LaSalle Bank National Association is hereby appointed as a trustee of the Trust, to have all the rights, duties and obligations of the Trustee with respect to the Trust expressly set forth hereunder, and LaSalle Bank National Association hereby accepts such appointment and the Trust created hereby.  Christiana Bank & Trust Company is hereby appointed as a Delaware trustee of the Trust, to have all the rights, duties and obligations of the Delaware Trustee with respect to the Trust hereunder, and Christiana Bank & Trust Company hereby accepts such appointment and the Trust created hereby.  It is the intention of the Company, the Servicer, the Trustee and the Delaware Trustee that the Trust constitute a statutory trust under the Statutory Trust Statute, that this Agreement constitute the governing instrument of the Trust, and that this Agreement amend and restate the Original Trust Agreement.  The parties hereto acknowledge and agree that, prior to the execution and delivery hereof, the Delaware Trustee has filed the Certificate of Trust.  The parties hereto acknowledge that the Trust includes three separate pools of mortgage loans referred to herein as “Loan Groups” constituting separate subtrusts for ERISA purposes, and that the assets of each Loan Group are available to make payments to the holders of Certificates as provided in the definitions of “REMIC I Distribution Amount,” “REMIC II Distribution Amount” and “REMIC III Distribution Amount,” Section 4.01, Section 4.04 and Section 4.05 hereof.

The assets of the Trust shall remain in the custody of the Trustee (or Custodian), on behalf of the Trust, and shall be owned by the Trust except as otherwise expressly set forth herein.  Moneys to the credit of the Trust shall be held by the Trustee and invested as provided herein.  All assets received and held in the Trust will not be subject to any right, charge, security interest, lien or claim of any kind in favor of either of LaSalle Bank National Association or Christiana Bank & Trust Company in its own right, or any Person claiming through it.  Neither the Trustee nor the Delaware Trustee, on behalf of the Trust, shall have the power or authority to transfer, assign, hypothecate, pledge or otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein.  No creditor of a beneficiary of the Trust, of the Trustee, of the Delaware Trustee, of the Servicer or of the Company shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the terms of this Agreement.

Section 2.02.         Restrictions on Activities of the Trust . Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall not, and none of the Trustee, the Delaware Trustee, the Company or the Servicer shall knowingly cause the Trust to, do any of the following:

(i)         engage in any business or activity other than those set forth in Section 2.01;

(ii)        incur or assume any indebtedness except for such indebtedness that may be incurred by the Trust in connection with the execution or performance of this Agreement or any other agreement contemplated hereby;

(iii)       guarantee or otherwise assume liability for the debts of any other party;

(iv)       do any act in contravention of this Agreement or any other agreement contemplated hereby to which the Trust is a party;

(v)        do any act which would make it impossible to carry on the ordinary business of the Trust;

(vi)       confess a judgment against the Trust;

(vii)      possess or assign the assets of the Trust for other than a Trust purpose;

(viii)      cause the Trust to lend any funds to any entity, except as contemplated by this Agreement; or

(ix)       change the purposes and powers of the Trust from those set forth in this Agreement.

Section 2.03.         Separateness Requirements . Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:

(i)         except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;

(ii)        except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;

(iii)       consider the interests of the Trust's creditors in connection with its actions;

(iv)       hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;

(v)        prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit.  To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;

(vi)       allocate and charge fairly and reasonably any overhead shared with any other Person;

(vii)      transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;

(viii)      conduct business solely in the name of the Trust.  In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust;

(ix)       maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;

(x)        in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person.  Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;

(xi)       except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;

(xii)      except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;

(xiii)      except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;

(xiv)     not hold out its credit or assets as being available to satisfy the obligations of others;

(xv)      pay its liabilities only out of its funds;

(xvi)     pay the salaries of its own employees, if any; and

(xvii)     cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing.

None of the Trustee, the Delaware Trustee, the Company or the Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.  Neither the Company nor the Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.

Section 2.04.         Conveyance of Mortgage Pool Assets; Security Interest .

Concurrently with the execution and delivery hereof, the Company does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust, without recourse, all the Company’s right, title and interest in and to the Mortgage Pool Assets (such transfer and assignment by the Company to be referred to herein as the “ Conveyance ”).

It is the express intent of the parties hereto that the Conveyance of the Mortgage Pool Assets to the Trust by the Company as provided in this Section 2.04 be, and be construed as, an absolute sale of the Mortgage Pool Assets. It is, further, not the intention of the parties that such Conveyance be deemed the grant of a security interest in the Mortgage Pool Assets by the Company to the Trust to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, the Mortgage Pool Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a security interest in the Mortgage Pool Assets, then

(a)        this Agreement shall constitute a security agreement;

(b)        the conveyance provided for in this Section 2.04 shall be deemed to be a grant by the Company to the Trust of, and the Company hereby grants to the Trust, to secure all of the Company’s obligations hereunder, a security interest in all of the Company’s right, title, and interest, whether now owned or hereafter acquired, in and to:

(I)        The Mortgage Pool Assets;

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

(III)      All proceeds of the foregoing.

The Company shall file such financing statements, and the Company, the Servicer and the Trustee acting on behalf of the Trust at the direction of the Company shall, to the extent consistent with this Agreement, take such other actions as may be necessary to ensure that, if this Agreement were found to create a security interest in the Mortgage Pool Assets, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Agreement. In connection herewith, the Trust shall have all of the rights and remedies of a secured party and creditor under the Uniform Commercial Code as in force in the relevant jurisdiction.

Section 2.05.        Delivery of Mortgage Files .

In connection with the sale, transfer and assignment referred to in Section 2.04, the Company, concurrently with the execution and delivery hereof, does deliver to, and deposit with, or cause to be delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust.

Concurrently with the execution and delivery hereof, the Company shall cause to be filed the UCC assignment or amendment referred to in clause (Y)(vii) of the definition of “Mortgage File.”  In connection with its servicing of Cooperative Loans, the Servicer will use its best efforts to file timely continuation statements, if necessary, with regard to each financing statement and assignment relating to Cooperative Loans.

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

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

The Trustee is authorized, with the Servicer’s consent, to appoint any bank or trust company approved by each of the Company and the Servicer as Custodian of the documents or instruments referred to in this Section 2.05, Section 2.10 or Section 2.13, and to enter into a Custodial Agreement for such purpose; provided , however , that the Trustee shall be and remain liable for the acts and omissions of any such Custodian to the extent (and only to the extent) that it would have been liable for such acts and omissions hereunder had such acts and omissions been its own acts and omissions.  Any documents delivered by the Company or the Servicer to the Custodian, if any, shall be deemed to have been delivered to the Trustee for all purposes hereunder; and any documents held by the Custodian, if any, shall be deemed to be held by the Trustee for all purposes hereunder. There shall be a written Custodial Agreement between the Trustee and each Custodian. Each Custodial Agreement shall contain an acknowledgment by the Custodian that all Mortgage Pool Assets, Mortgage Files, and other documents and property held by it at any time are held by it for the benefit of the Trust.  Pursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the Trustee on the Trustee’s behalf with respect to the delivery, receipt, examination, custody and release of the Mortgage Files related to the Mortgage Loans identified in the Initial Custodial Agreement, as provided therein.  The Trustee shall not have any responsibility for the acts or omissions of the Initial Custodian provided however that nothing herein shall relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its willful misconduct.

On or promptly after the Closing Date, the Servicer shall cause the MERS® System to indicate that each MERS Loan, if any, has been assigned to “LaSalle Bank National Association, as Custodian/Trustee, without recourse” or to “Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2005-6 Trust, without recourse” by including in the MERS® System computer files (a) the code necessary to identify the Trustee and (b) the code necessary to identify the series of the Certificates issued in connection with such Mortgage Loans; provided, however, that in the event the Company acquired such Mortgage Loans from an affiliate of the Company, then the Servicer need not cause the MERS® System to indicate such assignment.  The Servicer shall not alter the codes referenced in this paragraph with respect to any MERS Loan during the term of this Agreement except in connection with an assignment of such MERS Loan or de-registration thereof from the MERS® System in accordance with the terms of this Agreement.

Section 2.06.        REMIC Election for REMIC I .

The Servicer, shall, on behalf of REMIC I, elect to treat REMIC I as a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC I for its first taxable year.

The Closing Date is hereby designated as the “startup day” of REMIC I within the meaning of Section 860G(a)(9) of the Code.

The regular interests (as set forth in the table contained in the Preliminary Statement hereto) relating to REMIC I are hereby designated as “regular interests” in REMIC I for purposes of Section 860G(a)(1) of the Code. The Class R-1 Residual Interest is hereby designated as the sole class of “residual interest” in REMIC I for purposes of Section 860G(a)(2) of the Code. The REMIC I Regular Interests and the Class R-1 Residual Interest shall together be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC I Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute.

The parties intend that the affairs of REMIC I shall constitute, and that the affairs of  REMIC I shall be conducted so as to qualify REMIC I as a REMIC. In furtherance of such intention, the Servicer shall, on behalf of REMIC I: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year as the taxable year and using an accrual method of accounting for REMIC I when and as required by the REMIC Provisions and other applicable federal income tax laws; (b) make an election, on behalf of the trust, for REMIC I to be treated as a REMIC on the federal tax return of  REMIC I for its first taxable year, in accordance with the REMIC Provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Holders of the REMIC I Regular Interests and the Class R-1 Residual Interest and the Trustee, all information reports as and when required to be provided to them in accordance with the REMIC Provisions, and make available the information necessary for the application of Section 860E(e) of the Code; (d) conduct the affairs of REMIC I at all times that any REMIC I Regular Interests are outstanding so as to maintain the status of REMIC I as a REMIC under the REMIC Provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of REMIC I; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed on REMIC I when and as the same shall be due and payable (but such obligation shall not prevent the Servicer from contesting any such tax in appropriate proceedings and shall not prevent the Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided, that the Servicer shall be entitled to be indemnified by REMIC I for any such prohibited transaction penalty taxes if the Servicer’s failure to exercise reasonable care was not the primary cause of the imposition of such prohibited transaction penalty taxes.

The Company and the Trustee shall promptly provide the Servicer with such information in the possession of the Trustee or the Company, respectively, as the Servicer may from time to time request for the purpose of enabling the Servicer to prepare or cause the preparation of tax returns.  If so requested by the Servicer, the Trustee shall sign tax returns on behalf of the REMICs.

In the event that a Mortgage Loan is discovered to have a defect which, had such defect been discovered before the startup day, would have prevented such Mortgage Loan from being a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, and the Company does not repurchase such Mortgage Loan within 90 days of such date, the Servicer, on behalf of the Trustee, shall within 90 days of the date such defect is discovered sell such Mortgage Loan at such price as the Servicer in its sole discretion, determines to be the greatest price that will result in the purchase thereof within 90 days of such date, unless the Servicer delivers to the Trustee an Opinion of Counsel to the effect that continuing to hold such Mortgage Loan will not adversely affect the status of the electing portion of REMIC I as a REMIC for federal income tax purposes.

In the event that any tax is imposed on “prohibited transactions” of REMIC I as defined in Section 860F of the Code and not paid by the Servicer pursuant to clause (f) of the third preceding paragraph, such tax shall be charged against amounts otherwise distributable to the Class R-1 Residual Interest. Notwithstanding anything to the contrary contained herein, the Trustee is hereby authorized to retain from amounts otherwise distributable to the Class R-1 Residual Interest on any Distribution Date sufficient funds to reimburse the Servicer, for the payment of such tax (upon the written request of the Servicer, to the extent reimbursable, and to the extent that the Servicer has not been previously reimbursed therefor).

Section 2.07.         Acceptance by Trustee . The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial Agreement, including the Initial Custodial Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files, and related documents and property held by it at any time are held by it as Trustee of the Trust for the benefit of the Trust as holder of the REMIC I Regular Interests and the Class R-1 Residual Interest. The Trustee agrees, for the benefit of the Trust, to review (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or, with respect to the Mortgage Loans identified in the Initial Custodial Agreement, cause the Initial Custodian to deliver to the Company a certification, which satisfies the applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all documents required (in the case of instruments described in clauses (X)(iv) and (Y)(ix) of the definition of “Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document, and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any document or documents constituting a part of a Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the Company. The Company hereby covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the Trustee’s notice to it respecting such defect, within the three-month period commencing on the Closing Date (or within the two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Trust at the Purchase Price, or (ii) substitute for any Mortgage Loan to which such defect relates a different mortgage loan (a “ Substitute Mortgage Loan ”) which is a “qualified replacement mortgage” (as defined in the Code) and, (iii) after such three-month or two-year period, as applicable, the Company shall repurchase the Mortgage Loan from the Trust at the Purchase Price but only if the Mortgage Loan is in default or default is, in the judgment of the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase Price”, the repurchase or substitution must occur within the sooner of (i) 90 days from the date the defect was discovered or (ii) in the case of substitution, two years from the Closing Date.

Such Substitute Mortgage Loan shall mature no later than, and not more than two years earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of substitution equal to or no more than 1 percentage point greater than the Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in cash, together with unpaid accrued interest, if any, on the difference between the aggregate of the principal balances of the Substitute Mortgage Loans and the Principal Balance of such Mortgage Loan during the calendar month in which the substitution occurs to the last day of such month at a rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a Mortgage Loan pursuant to this Section 2.07. Furthermore, such Substitute Mortgage Loan shall otherwise have such characteristics so that the representations and warranties of the Company set forth in Section 2.08 hereof would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as to such Substitute Mortgage Loan. In addition, such Substitute Mortgage Loan shall not be a High Cost Loan or Covered Loan (as such terms are defined in the Standard & Poor's LEVELS® Glossary in effect on the date of substitution, with such exceptions thereto as the Company and S&P may reasonably agree). A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan.  Notwithstanding anything herein to the contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was substituted.

The Purchase Price for each purchased or repurchased Mortgage Loan shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) release to the Company or the Company’s designee the related Mortgage File and shall execute and deliver (or, in the event that the Mortgage Files are held in the name of the Custodian, shall cause the Custodian to execute and deliver) on behalf of the Trust such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Company or its designee or assignee title to any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if such Mortgage Loan is a MERS Loan and as a result of the repurchase thereof such Mortgage Loan shall cease to be serviced by a servicer that is a member of MERS or if the Company or its assignee shall so request, the Servicer shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form from MERS to the Company or its assignee and shall cause the Mortgage Loan to be removed from registration on the MERS® System in accordance with MERS’ rules and procedures. The obligation of the Company to repurchase or substitute any Mortgage Loan as to which such a defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Trust or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.

Section 2.08.         Representations and Warranties of the Company Concerning the Mortgage Loans . With respect to the conveyance of the Mortgage Loans provided for in Section 2.04 herein, the Company hereby represents and warrants to the Trust that as of the C