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

DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Trustee

DEUTSCHE BANK TRUST COMPANY DELAWARE,
as Delaware Trustee

 

POOLING AND SERVICING AGREEMENT
$3,029,599,417.91

 

Washington Mutual Mortgage Securities Corp.

WaMu Mortgage Pass-Through Certificates
Series 2005-AR8
 

Cut-Off Date: July 1, 2005

 

TABLE OF CONTENTS

 

	Page
ARTICLE I	9
Section 1.01.  Definitions	9
Adjusted Cap Rate	9
Adjusted Loan Group 1 Weighted Average Pass-Through Rate	10
Adjusted Loan Group 2 Weighted Average Pass-Through Rate	10
Aggregate Certificate Principal Balance	10
Appraised Value	10
Assignment of Proprietary Lease	10
Authenticating Agent	10
Authorized Denomination	10
Bankruptcy Loss	11
Beneficial Holder	11
Benefit Plan Opinion	11
Book-Entry Certificates	11
BSFP	11
Business Day	11
Buydown Agreement	11
Buydown Fund	11
Buydown Fund Account	12
Buydown Loan	12
Cap Counterparty	12
Cap Strike Rate	12
Carry-Forward Subsequent Recoveries Amount	12
Carryover Shortfall Amount	12
Carryover Shortfall Payment	12
Certificate	14
Certificate Account	14
Certificateholder or Holder	15
Certificate Interest Rate	15
Certificate of Trust	15
Certificate Principal Balance	15
Certificate Register and Certificate Registrar	15
Class	15
Class A Certificates	16
Class A-L Regular Interests	16
Class 1-A-1A Certificates	16
Class 1-A-1A-L Regular Interest	16
Class 2-A-1A Certificates	16
Class 2-A-1A-L Regular Interest	16
Class 2-A-1B1 Certificates	16
Class 2-A-1B1-L Regular Interest	16
Class 2-A-1B2 Certificates	16
Class 2-A-1B2-L Regular Interest	17
Class 2-A-1B3 Certificates	17
Class 2-A-1B3-L Regular Interest	17
Class 2-A-1C1 Certificates	17
Class 2-A-1C1-L Regular Interest	17
Class 2-A-1C2 Certificates	17
Class 2-A-1C2-L Regular Interest	17
Class 2-A-1C3 Certificates	17
Class 2-A-1C3-L Regular Interest	17
Class B Certificates	17
Class B-1 Certificates	17
Class B-1-L Regular Interest	17
Class B-2 Certificates	17
Class B-2-L Regular Interest	17
Class B-3 Certificates	18
Class B-3-L Regular Interest	18
Class B-4 Certificates	18
Class B-4-L Regular Interest	18
Class B-5 Certificates	18
Class B-5-L Regular Interest	18
Class B-6 Certificates	18
Class B-6-L Regular Interest	18
Class B-7 Certificates	18
Class B-7-L Regular Interest	18
Class B-8 Certificates	18
Class B-8-L Regular Interest	18
Class B-9 Certificates	18
Class B-9-L Regular Interest	18
Class B-10 Certificates	19
Class B-10-L Regular Interest	19
Class B-11 Certificates	19
Class B-11-L Regular Interest	19
Class B-12 Certificates	19
Class B-12-L Regular Interest	19
Class B Weighted Average Pass-Through Rate	19
Class LT Principal Reduction Amounts	19
Class LT Regular Interests	19
Class LT1 Regular Interest	19
Class LT2 Principal Distribution Amount	19
Class LT2 Regular Interest	19
Class LT3 Principal Distribution Amount	20
Class LT3 Regular Interest	20
Class LT4 Principal Distribution Amount	20
Class LT4 Regular Interest	20
Class LT5 Principal Distribution Amount	20
Class LT5 Regular Interest	20
Class LT6 Principal Distribution Amount	20
Class LT6 Regular Interest	20
Class LT7 Principal Distribution Amount	20
Class LT7 Regular Interest	20
Class LT8 Principal Distribution Amount	20
Class LT8 Regular Interest	20
Class LTY1 Principal Distribution Amount	20
Class LTY1 Regular Interest	21
Class LTY2 Principal Distribution Amount	21
Class LTY2 Regular Interest	21
Class Notional Amount	21
Class Principal Balance	21
Class R Certificates	22
Class R Residual Interests	22
Class R-1 Residual Interest	22
Class R-2 Residual Interest	22
Class R-3 Residual Interest	22
Class X Certificates	22
Class X-L Notional Amount	23
Class X-L Regular Interest	23
Class X PO Component	23
Class X PO-1 Component	23
Class X PO-2 Component	23
Class Y Regular Interests	23
Class Y-1 Regular Interest	23
Class Y-1 Principal Distribution Amount	23
Class Y-2 Regular Interest	23
Class Y-2 Principal Distribution Amount	23
Class Y Principal Reduction Amounts	23
Class Z Regular Interests	23
Class Z Principal Reduction Amounts	23
Class Z-1 Regular Interest	24
Class Z-1 Principal Distribution Amount	24
Class Z-2 Regular Interest	24
Class Z-2 Principal Distribution Amount	24
Clean-Up Call Option Date	24
Clean-Up Call Percentage	24
Clearing Agency	24
Closing Date	24
Code	24
Company	24
Compensating Interest	24
Cooperative	25
Cooperative Apartment	25
Cooperative Lease	25
Cooperative Loans	25
Cooperative Stock	25
Cooperative Stock Certificate	25
Corporate Trust Office	25
Corporation	25
Corresponding Class	25
Credit Support Depletion Date	26
Cumulative Carry-Forward Subsequent Recoveries Amount	26
Curtailment	26
Curtailment Shortfall	26
Custodial Account for P&I	26
Custodial Account for Reserves	27
Custodial Agreement	27
Custodian	27
Cut-Off Date	27
Definitive Certificates	27
Delaware Trustee	27
Depositary Agreement	28
Destroyed Mortgage Note	28
Determination Date	28
Disqualified Organization	28
Distribution Date	28
DTC	28
DTC Participant	28
Due Date	28
Eligible Institution	28
Eligible Investments	29
ERISA	30
ERISA Restricted Certificate	30
Event of Default	30
Excess Liquidation Proceeds	30
Excess Subsequent Recoveries	30
Fannie Mae	30
FDIC	30
FHA	30
Final Maturity Date	30
Final Yield Maintenance Payment Date:	31
Fitch:	31
Freddie Mac	31
Group B Certificates	31
Group B Percentage	31
Group B-L Regular Interests	31
Group 1-A-L Regular Interests	31
Group 1 Loans	31
Group 1 Senior Liquidation Amount	31
Group 1 Senior Percentage	31
Group 1 Senior Prepayment Percentage or Group 2 Senior Prepayment Percentage	31
Group 1 Senior Principal Distribution Amount	34
Group 1 Subordinate Balance	34
Group 1 Subordinate Percentage	34
Group 1 Subordinate Prepayment Percentage	34
Group 2-A Certificates	34
Group 2-A-L Regular Interests	34
Group 2 Loans	34
Group 2 Senior Liquidation Amount	35
Group 2 Senior Percentage	35
Group 2 Senior Prepayment Percentage	35
Group 2 Senior Principal Distribution Amount	35
Group 2 Subordinate Balance	35
Group 2 Subordinate Percentage	35
Group 2 Subordinate Prepayment Percentage	35
Index	35
Indirect DTC Participants	35
Initial Custodial Agreement	35
Initial Custodian	35
Insurance Proceeds	36
Interest Distribution Amount	36
Interest Rate Adjustment Date	36
Interest Transfer Amount	36
Investment Account	36
Investment Depository	36
Junior Subordinate Certificates	37
Last Scheduled Distribution Date	37
Lender	37
LIBOR	37
LIBOR Determination Date	37
Liquidated Mortgage Loan	37
Liquidation Principal	37
Liquidation Proceeds	37
Loan Group	37
Loan Group 1	37
Loan Group 1 Weighted Average Pass-Through Rate	37
Loan Group 2	37
Loan Group 2 Weighted Average Pass-Through Rate	37
Loan-to-Value Ratio	37
Lowest Class B Owner	38
Marker Rate	38
MERS	38
MERS Loan	38
MERS® System	38
MIN	38
MOM Loan	38
Monthly P&I Advance	38
Minimum Monthly Payment	38
Monthly Payment Adjustment Terms	38
Moody’s	38
Mortgage	38
Mortgage File	39
Mortgage Interest Rate	41
Mortgage Loan Margin	41
Mortgage Loan Schedule	41
Mortgage Loans	42
Mortgage Note	42
Mortgage Pool	42
Mortgage Pool Assets	42
Mortgaged Property	42
Mortgagor	43
Negative Amortization Amount	43
Net Negative Amortization Amount	43
No-Delay Accrual Period	44
Nonrecoverable Advance	44
Non-U.S. Person	44
Notice Addresses	44
OTS	44
Officer’s Certificate	44
One-Year MTA	44
Opinion of Counsel	45
Original Trust Agreement	45
Original Value	45
Overcollateralized Group	45
Ownership Interest	45
Pass-Through Entity	45
Pass-Through Rate	45
Paying Agent	45
Payoff	45
Payoff Earnings	46
Payoff Interest	46
Payoff Period	46
Percentage Interest	46
Permitted Transferee	47
Person	47
Prepaid Monthly Payment	47
Primary Insurance Policy	47
Principal Balance	47
Principal Payment	48
Principal Payment Amount	48
Principal Prepayment	48
Principal Prepayment Amount	48
Principal Transfer Amount	48
Prior Period	49
Pro Rata Allocation	49
Prospectus	49
Purchase Obligation	49
Purchase Price	49
Qualified Insurer	49
Rate Ceiling	49
Rating Agency	50
Ratings	50
Realized Loss	50
Recognition Agreement	53
Record Date	53
Reference Banks	53
Regular Interest Group	53
Regular Interests	53
Relief Act Shortfall	53
REMIC	53
REMIC Provisions	53
REMIC I	53
REMIC I Assets	53
REMIC I Available Distribution Amount	53
REMIC I Distribution Amount	54
REMIC I Net Deferred Interest	56
REMIC I Principal Distribution Amount	56
REMIC I Regular Interests	56
REMIC II	56
REMIC II Assets	56
REMIC II Available Distribution Amount	56
REMIC II Distribution Amount	56
REMIC II Net Deferred Interest	58
REMIC II Regular Interests	58
REMIC III	58
REMIC III Assets	59
REMIC III Available Distribution Amount	59
REMIC III Distribution Amount	59
REMIC III Regular Interests	67
Residual Certificates	67
Residual Distribution Amount	67
Responsible Officer	68
ROV Mortgage Loan	68
S&P	68
Secretary of State	68
Securities Act	68
Security Agreement	68
Senior Certificates	68
Senior Regular Interests	68
Senior Subordinate Certificates	68
Servicer	68
Servicer Business Day	68
Servicing Fee	68
Servicing Fee Rate	69
Servicing Officer	69
Special Primary Insurance Policy	69
Special Primary Insurance Premium	69
Statutory Trust Statute	69
Streamlined Mortgage Loan	69
Subordinate Certificates	69
Subordinate Component Balance	69
Subordinate Liquidation Amount	69
Subordinate Percentage	69
Subordinate Principal Distribution Amount	69
Subordinate Principal Prepayments Distribution Amount	70
Subordination Level	70
Subsequent Recoveries	70
Substitute Mortgage Loan	71
Tax Matters Person	71
Termination Date	71
Termination Payment	71
Total Transfer Amount	71
Transfer	71
Transferee	71
Transferee Affidavit and Agreement	71
Trust	71
Trustee	72
Uncollected Interest	72
Uncompensated Interest Shortfall	72
Undercollateralized Group	72
Underwriters	72
Underwriting Standards	72
Uninsured Cause	73
U.S. Person	73
VA	73
Weighted Average Pass-Through Rate	73
Withdrawal Date	73
Yield Maintenance Account	73
Yield Maintenance Agreements	73
Yield Maintenance Available Payment Amount	73
Yield Maintenance Notional Balance	74
Yield Maintenance Payment	74
ARTICLE II  Creation of the Trust; Conveyance of the Mortgage Pool Assets, the REMIC I, REMIC II and REMIC III Regular Interests; REMIC Election and Designations; Original Issuance of Certificates	74
Section 2.01..Creation of the Trust	74
Section 2.02..Restrictions on Activities of the Trust	76
Section 2.03..Separateness Requirements	76
Section 2.04..Conveyance of Mortgage Pool Assets; Security Interest	78
Section 2.05..Delivery of Mortgage Files	79
Section 2.06..REMIC Election for REMIC I	81
Section 2.07..Acceptance by Trustee	82
Section 2.08..Representations and Warranties of the Company Concerning the Mortgage Loans	84
Section 2.09..Acknowledgment of Transfer of Mortgage Pool Assets	89
Section 2.10..Conveyance of REMIC II Assets; Security Interest	89
Section 2.11..REMIC Election for REMIC II	90
Section 2.12..Acknowledgement of Transfer of REMIC II Assets	91
Section 2.13..Conveyance of REMIC III Assets; Security Interest	91
Section 2.14..REMIC Election for REMIC III	92
Section 2.15..Acknowledgement of Transfer of REMIC III Assets; Authentication of Certificates	93
Section 2.16..Legal Title	95
Section 2.17.  Compliance with ERISA Requirements	95
Section 2.18.  Additional Representation of the Company Concerning the Mortgage Loans	95
Section 2.19.  Distributions to Certain Class A and Class B Certificates Outside of REMIC III	95
ARTICLE III  Administration and Servicing of Mortgage Loans	95
Section 3.01..The Servicer	95
Section 3.02..Custodial Accounts and Buydown Fund Accounts	98
Section 3.03..The Investment Account; Eligible Investments	98
Section 3.04..The Certificate Account	99
Section 3.05..Permitted Withdrawals from the Certificate Account, the Investment Account, Custodial Accounts for P&I and Custodial Accounts for Reserves and of Buydown Funds from the Buydown Fund Accounts	100
Section 3.06..Maintenance of Primary Insurance Policies; Collections Thereunder	102
Section 3.07..Maintenance of Hazard Insurance	102
Section 3.08..Enforcement of Due-on-Sale Clauses; Assumption Agreements	103
Section 3.09..Realization Upon Defaulted Mortgage Loans	104
Section 3.10..Trustee to Cooperate; Release of Mortgage Files	106
Section 3.11..Compensation to the Servicer	106
Section 3.12..Reports to the Trustee; Certificate Account Statement	106
Section 3.13..Annual Statement as to Compliance	107
Section 3.14..Access to Certain Documentation and Information Regarding the Mortgage Loans	107
Section 3.15..Annual Independent Public Accountants’ Servicing Report	107
Section 3.16..Yield Maintenance Account	108
Section 3.17..[Reserved.]	108
Section 3.18..[Reserved.]	108
Section 3.19..Determination of LIBOR by Servicer..108
ARTICLE IV  Payments to Certificateholders; Payment of Expenses	110
Section 4.01..Distributions to Holders of REMIC I Regular Interests and Class R-1 Residual Interest	110
Section 4.02..Monthly P&I Advances; Distribution Reports to the Trustee	110
Section 4.03..Nonrecoverable Advances	111
Section 4.04..Distributions to Holders of REMIC II Regular Interests and Class R-2 Residual Interest	112
Section 4.05..Distributions to Certificateholders; Payment of Special Primary Insurance Premiums	113
Section 4.06..Statements to Certificateholders	114
ARTICLE V  The Certificates	115
Section 5.01..The Certificates	115
Section 5.02..Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized Denominations	121
Section 5.03..Registration of Transfer and Exchange of Certificates	121
Section 5.04..Mutilated, Destroyed, Lost or Stolen Certificates	122
Section 5.05..Persons Deemed Owners	122
Section 5.06..Temporary Certificates	123
Section 5.07..Book-Entry for Book-Entry Certificates	123
Section 5.08..Notices to Clearing Agency	124
Section 5.09..Definitive Certificates	124
Section 5.10..Office for Transfer of Certificates	125
Section 5.11..Nature of Certificates	125
ARTICLE VI  The Company and the Servicer	125
Section 6.01..Liability of the Company and the Servicer	125
Section 6.02..Merger or Consolidation of the Company, or the Servicer	126
Section 6.03..Limitation on Liability of the Company, the Servicer and Others	126
Section 6.04..Neither the Company nor the Servicer May Resign	126
Section 6.05..Trustee Access..127
ARTICLE VII  Default	127
Section 7.01..Events of Default	127
Section 7.02..Trustee to Act; Appointment of Successor	130
Section 7.03..Notification to Certificateholders	131
ARTICLE VIII  Concerning the Trustees	131
Section 8.01..Duties of Trustees	131
Section 8.02..Certain Matters Affecting the Trustees	132
Section 8.03..Trustees Not Liable for Certificates or Mortgage Loans	133
Section 8.04..Trustees May Own Certificates	134
Section 8.05..The Servicer to Pay Trustees’ Fees and Expenses	134
Section 8.06..Eligibility Requirements for Trustees	134
Section 8.07..Resignation and Removal of Trustees	134
Section 8.08..Successor Trustee	135
Section 8.09..Merger or Consolidation of Trustee	136
Section 8.10..Appointment of Co-Trustee or Separate Trustee	136
Section 8.11..Authenticating Agents	137
Section 8.12..Paying Agents	138
Section 8.13..Duties of Delaware Trustee	138
Section 8.14..Amendment to Certificate of Trust	139
Section 8.15..Yield Maintenance Agreements	139
ARTICLE IX  Termination	139
Section 9.01..Termination Upon Purchase by the Servicer or Liquidation of All Mortgage Loans	139
Section 9.02..Additional Termination Requirements	142
Section 9.03..Trust Irrevocable	142
ARTICLE X  Miscellaneous Provisions	142
Section 10.01..Amendment	142
Section 10.02..Recordation of Agreement	144
Section 10.03..Limitation on Rights of Certificateholders	144
Section 10.04..Access to List of Certificateholders	145
Section 10.05..Governing Law	145
Section 10.06..Notices	145
Section 10.07..Severability of Provisions	145
Section 10.08..Counterpart Signatures	146
Section 10.09..Benefits of Agreement	146
Section 10.10..Notices and Copies to Rating Agencies	146

 

 

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

 

This Pooling and Servicing Agreement, dated and effective as of 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”), Deutsche Bank National Trust Company, a national banking association with a corporate trust office at 1761 East St. Andrew Place, Santa Ana, CA 92705, as Trustee (the “ Trustee ”), and Deutsche Bank Trust Company Delaware, as Delaware Trustee (the “ Delaware Trustee ”).  Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in Article I hereof.

PRELIMINARY STATEMENT

The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest.  Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests.  Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R Certificates) and the Class R-3 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC II Regular Interests and will be the owner of the Certificates.  The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust of the REMIC I Regular Interests, (iv) the issuance to the Company of the REMIC II Regular Interests and the Class R-2 Residual Interest representing in the aggregate the entire beneficial interest in REMIC II, (v) the conveyance to the Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the REMIC III Regular Interests and the Certificates, such REMIC III Regular Interests and the Class R-3 Residual Interest representing in the aggregate the entire beneficial interest in REMIC III. The Company 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 13, 2005, of the Company (together, the “ Prospectus ”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated July 15, 2005.  The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests and the Class R Residual Interests:

 

As provided herein, with respect to REMIC I, the 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 the Class A and Class B Certificates, each of which Class will represent ownership of (i) the Corresponding Class of REMIC III Regular Interests and (ii) the applicable rights specified in the second and fifth sentences of Section 4.05(a), and will issue the Class X Certificates, which will represent ownership of (i) the Class X-L Regular Interest and (ii) the obligations specified in the second sentence of Section 4.05(a).

As of the Cut-Off Date, the Mortgage Loans have an aggregate Principal Balance of $3,029,599,417.91 and the Certificates have an Aggregate Certificate Principal Balance of $3,029,599,417.91.

 

 

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 Servicer, the Trustee and the Delaware Trustee that the Trust created by this Agreement constitute a statutory trust under the Statutory Trust Statute, that this Agreement constitute the governing instrument of the Trust, and that this Agreement amend and restate the Original Trust Agreement;

WHEREAS, the Company is the owner of the Mortgage Loans identified in the Mortgage Loan Schedule hereto having unpaid Principal Balances on the Cut-Off Date as stated therein; and

WHEREAS, the Company has been duly authorized to create the Trust to (i) hold the Mortgage Loans and certain other property, (ii) issue the REMIC I Regular Interests and the Class R-1 Residual Interest, (iii) hold the REMIC I Regular Interests, (iv) issue the REMIC II Regular Interests and the Class R-2 Residual Interest, (iv) hold the REMIC II Regular Interests and (vi) issue the Certificates.

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

Adjusted Cap Rate :  For any Distribution Date and the Class 1-A-1A-L Regular Interest, a fraction, expressed on a per annum rate, the numerator of which is equal to the product of (i) the amount of interest accrued on the Group 1 Loans at the Loan Group 1 Weighted Average Pass-Through Rate for that Distribution Date less the Net Negative Amortization Amount for Group 1 Loans and (ii) 12, and the denominator of which is the aggregate principal balance of the Group 1 Loans as of the second preceding Due Date after giving effect to the payments due on the Group 1 Loans on that Due Date, such fraction multiplied by a ratio, the numerator of which is 30 and the denominator of which is the actual number of days in the related certificate accrual period.

For any Distribution Date and any Class of Class 2 A-L Regular Interests, a fraction, expressed on a per annum rate, the numerator of which is equal to the product of (i) the amount of interest accrued on the Group 2 Loans at the Loan Group 2 Weighted Average Pass-Through Rate for that Distribution Date less the Net Negative Amortization Amount for the Group 2 Loans and (ii) 12, and the denominator of which is the aggregate principal balance of the Group 2 Loans as of the second preceding Due Date after giving effect to the payments due on the Group 2 Loans on that Due Date, such fraction multiplied by a ratio, the numerator of which is 30 and the denominator of which is the actual number of days in the related certificate accrual period.

For any Distribution Date and any Class of Group B-L Regular Interests, the Class B Weighted Average Pass-Through Rate, computed for this purpose by (i) reducing the Loan Group 1 Weighted Average Pass-Through Rate by a per annum rate equal to a fraction, the numerator of which is the Net Negative Amortization Amount on the Group 1 Loans multiplied by 12, and the denominator of which is the aggregate principal balance of the Group 1 Loans as of the second preceding Due Date after giving effect to the payments due on the Group 1 Loans on that Due Date and (ii) reducing the Loan Group 2 Weighted Average Pass-Through Rate by a per annum rate equal to a fraction, the numerator of which is the Net Negative Amortization on the Group 2 Loans multiplied by 12, and the denominator of which is equal to the Stated Principal Balance of the Group 2 Loans as of the second preceding Due Date after giving effect to the payments due on the Group 2 Loans on that Due Date.

For any Distribution Date and the Class X-L Regular Interest and the Certificate Interest Rate for the Class X Certificates, computed for this purpose by (i) reducing the Weighted Average Pass-Through Rate for that Distribution Date by a per annum rate equal to a fraction, the numerator of which is the Net Negative Amortization Amount for Loan Group 1 and Loan Group 2 of all of the Mortgage Loans multiplied by 12, and the denominator of which is the aggregate principal balance of all of the Mortgage Loans as of the second preceding Due Date after giving effect to the payments due on the Mortgage Loans on that Due Date and (ii) substituting “Adjusted Cap Rate” for (1) “Adjusted Loan Group 1 Weighted Average Pass-Through Rate”, (2) “Adjusted Loan Group 2 Weighted Average Pass-Through Rate” and (3) “Class B Weighted Average Pass-Through Rate”, as applicable, in clause (a) in the calculation of the Certificate Interest Rate for each of notes (2) through (9) and (12) through (18) to the table entitled “REMIC III Interests” in the Preliminary Statement hereto.

Adjusted Loan Group 1 Weighted Average Pass-Through Rate :  For any Distribution Date, the product of (i) the Loan Group 1 Weighted Average Pass-Through Rate for such Distribution Date and (ii) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related No-Delay Accrual Period.

Adjusted Loan Group 2 Weighted Average Pass-Through Rate :  For any Distribution Date, the product of (i) the Loan Group 2 Weighted Average Pass-Through Rate for such Distribution Date and (ii) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related No-Delay Accrual Period.

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

Appraised Value :  With respect to any (i) Mortgage Loan that is not a Streamlined Mortgage Loan or ROV Mortgage Loan, the lesser of (a) the value set forth on the appraisal made in connection with the origination of such Mortgage Loan as the value of the related Mortgaged Property and (b) the purchase price paid for the Mortgaged Property, provided, however , that if such Mortgage Loan was originated in connection with the refinance of a mortgage loan, such value shall be based solely on the appraisal made in connection with the origination of such Mortgage Loan; (ii) ROV Mortgage Loan, the lesser of (a) the value set forth on the residential appraisal review made in connection with the origination of such Mortgage Loan as the value of the related Mortgaged Property and (b) the purchase price paid for the Mortgaged Property, provided, however , that if such ROV Mortgage Loan was originated in connection with the refinance of a mortgage loan, such value shall be based solely on the residential appraisal review made in connection with the origination of such ROV Mortgage Loan; and (iii) Streamlined Mortgage Loan, the value set forth in the appraisal made in connection with the origination of the mortgage loan being refinanced.

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

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

Authorized Denomination :  With respect to each Class of Certificates (other than the Class X and Class R Certificates), an initial Certificate Principal Balance equal to $25,000 and multiples of $1 in excess thereof, except that one Certificate of each Class of the Junior Subordinate Certificates may be issued in an amount that is not an integral multiple of $1.  With respect to the Class X Certificates, a Class Notional Amount as of the Cut-Off Date equal to $100,000 and multiples of $1 in excess thereof.  With respect to the Class R Certificates, one Certificate with a Percentage Interest equal to 0.01% and one Certificate with a Percentage Interest equal to 99.99%.

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

Beneficial Holder :  A Person holding a beneficial interest in any Book-Entry Certificate as or through a DTC Participant or an Indirect DTC Participant or a Person holding a beneficial interest in any Definitive Certificate.

Benefit Plan Opinion :  With respect to any Certificate presented for registration in the name of any Person, an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Company to the effect that the purchase or holding of such Certificate is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, and will not subject the Trust, the Trustee, the Delaware Trustee, the Servicer or the Company to any obligation or liability (including obligations or liabilities under Section 406 of ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trust, the Trustee, the Delaware Trustee, the Servicer or the Company.

Book-Entry Certificates :  The Class A, Class X and Senior Subordinate Certificates, beneficial ownership and transfers of which shall be made through book entries as described in Section 5.07.

BSFP :  Bear Stearns Financial Products Inc.

Business Day :  Any day other than a Saturday or a Sunday or a day on which banking institutions in Stockton, California, Chicago, Illinois, New York, New York, Seattle, Washington or any city in which the Corporate Trust Office is located (which shall initially be Santa Ana, California) are authorized or obligated by law or executive order to be closed.

Buydown Agreement :  An agreement between a Person and a Mortgagor pursuant to which such Person has provided a Buydown Fund.

Buydown Fund :  A fund provided by the originator of a Mortgage Loan or another Person with respect to a Buydown Loan which provides an amount sufficient to subsidize regularly scheduled principal and interest payments due on such Buydown Loan for a period.  Buydown Funds may be (i) funded at the par values of future payment subsidies, or (ii) funded in an amount less than the par values of future payment subsidies, and determined by discounting such par values in accordance with interest accruing on such amounts, in which event they will be deposited in an account bearing interest. Buydown Funds may be held in a separate Buydown Fund Account or may be held in a Custodial Account for P&I or a Custodial Account for Reserves and monitored by the Servicer.

Buydown Fund Account :  A separate account or accounts created and maintained pursuant to Section 3.02 (a) with a financial institution approved by the 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 (including the Trustee). Such account or accounts may be non-interest bearing or may bear interest. In the event that a Buydown Fund Account is established pursuant to clause (b) of the preceding sentence, amounts held in such Buydown Fund Account shall not exceed the level of deposit insurance coverage on such account; accordingly, more than one Buydown Fund Account may be established.

Buydown Loan :  A Mortgage Loan for which the Mortgage Interest Rate has been subsidized through a Buydown Fund provided at the time of origination of such Mortgage Loan.

Cap Counterparty :  Bear Stearns Financial Products Inc.

Cap Strike Rate :  For any Distribution Date, the amount set forth for the Class 1-A-1A Certificates or the Group 2-A Certificates, as applicable, under the heading “Strike Rate” in Schedule 1 of the Prospectus.

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

Carryover Shortfall Amount :  For any Distribution Date and for any Class of Class A or Class B Certificates, the sum of: (i) the excess, if any, of (a) the amount of interest that would have accrued on the Class Principal Balance of such Class’ Corresponding Class immediately before such Distribution Date, during the No-Delay Accrual Period, at a Certificate Interest Rate equal to the lesser of (1) LIBOR plus the related margin for such Class for such Distribution Date (as specified in the applicable note to the table entitled “REMIC III Interests” in the Preliminary Statement hereto) and (2) 10.50%, over (b) the amount of interest that accrued on such Class Principal Balance, during the No-Delay Accrual Period, at the actual Certificate Interest Rate for such Class for such Distribution Date, (ii) the portion of the amount described in clause (i) above remaining unpaid from prior Distribution Dates, and (iii) one month’s interest at the Certificate Interest Rate described in clause (i)(a) above on the amount described in clause (ii) above.

Carryover Shortfall Payment :  For any Class of Class A Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date reduced by the related Yield Maintenance Payment for such Class for such Distribution Date and (b) such Class’ pro rata share of the Interest Distribution Amount for the Class X-L Regular Interest for such Distribution Date (such pro rata share calculated based on an allocation of such Interest Distribution Amount among the Classes of Class A Certificates pro rata according to Carryover Shortfall Amount for such Distribution Date ).

For the Class B-1 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the Interest Distribution Amount for the Class X-L Regular Interest for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class A Certificates for such Distribution Date.

For the Class B-2 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the Interest Distribution Amount for the Class X-L Regular Interest for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class A and Class B-1 Certificates for such Distribution Date.

For the Class B-3 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the Interest Distribution Amount for the Class X-L Regular Interest for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class A, Class B-1 and Class B-2 Certificates for such Distribution Date.

For the Class B-4 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the Interest Distribution Amount for the Class X-L Regular Interest for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class A, Class B-1, Class B-2 and Class B-3 Certificates for such Distribution Date.

For the Class B-5 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the Interest Distribution Amount for the Class X-L Regular Interest for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class A, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates for such Distribution Date.

For the Class B-6 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the Interest Distribution Amount for the Class X-L Regular Interest for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class A, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates for such Distribution Date.

For the Class B-7 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the Interest Distribution Amount for the Class X-L Regular Interest for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class A, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates for such Distribution Date.

For the Class B-8 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the Interest Distribution Amount for the Class X-L Regular Interest for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class A, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class B-7 Certificates for such Distribution Date.

For the Class B-9 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the Interest Distribution Amount for the Class X-L Regular Interest for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class A, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7 and Class B-8 Certificates for such Distribution Date.

For the Class B-10 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the Interest Distribution Amount for the Class X-L Regular Interest for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class A, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7, Class B-8 and Class B-9 Certificates for such Distribution Date.

For the Class B-11 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the Interest Distribution Amount for the Class X-L Regular Interest for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class A, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7, Class B-8, Class B-9 and Class B-10 Certificates for such Distribution Date.

For the Class B-12 Certificates for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i) the Interest Distribution Amount for the Class X-L Regular Interest for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class A, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7, Class B-8, Class B-9, Class B-10 and Class B-11 Certificates for such Distribution Date.

Certificate :  Any one of the Certificates issued pursuant to this Agreement, executed by the Trustee and authenticated by or on behalf of the Trustee hereunder in substantially one of the forms set forth in Exhibit A and B hereto. The additional matter appearing in Exhibit H shall be deemed incorporated into Exhibit A as though set forth at the end of such Exhibit.

Certificate Account :  The separate trust account created and maintained with the Trustee, the Investment Depository or any other bank or trust company acceptable to the Rating Agencies which is incorporated under the laws of the United States of America or any state thereof pursuant to Section 3.04, which account shall bear a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Trust or any other account serving a similar function acceptable to the Rating Agencies. Funds in the Certificate Account may be invested in Eligible Investments pursuant to Section 3.04(b) and reinvestment earnings thereon shall be paid to the 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.

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

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

Certificate Principal Balance :  For each Certificate of any Class, the portion of the related Class Principal Balance, if any, represented by such Certificate; provided , however , that each Class X Certificate will represent a portion of each of the Class X PO-1 and Class X PO-2 Principal Balances equal to its Percentage Interest in the Class X-L Notional Amount.

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

Class :  All REMIC I Regular Interests or the Class R-1 Residual Interest having the same priority and rights to payments on the Mortgage Loans from the REMIC I Available Distribution Amount, all REMIC II Regular Interests or the Class R-2 Residual Interest having the same priority and rights to payments on the REMIC I Regular Interests from the REMIC II Available Distribution Amount and all REMIC III Regular Interests or the Class R-3 Residual Interest having the same priority and rights to payments on the REMIC II Regular Interests from the REMIC III Available Distribution Amount, as applicable, which REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests and Class R Residual Interests, as applicable, shall be designated as a separate Class, and which, in the case of the Certificates (including the Class R Certificates representing ownership of the Class R Residual Interests), shall be set forth in the applicable forms of Certificates attached hereto as Exhibits A and B.  Each Class of REMIC I Regular Interests and the Class R-1 Residual Interest shall be entitled to receive the amounts allocated to such Class pursuant to the definition of “REMIC I Distribution Amount” only to the extent of the REMIC I Available Distribution Amount for such Distribution Date remaining after distributions in accordance with prior clauses of the definition of “REMIC I Distribution Amount”, each Class of REMIC II Regular Interests and the Class R-2 Residual Interest shall be entitled to receive the amounts allocated to such Class pursuant to the definition of “REMIC II Distribution Amount” only to the extent of the REMIC II Available Distribution Amount for such Distribution Date remaining after distributions in accordance with prior clauses of the definition of “REMIC II Distribution Amount” and each Class of REMIC III Regular Interests and the Class R-3 Residual Interest shall be entitled to receive the amounts allocated to such Class pursuant to the definition of “REMIC III Distribution Amount” only to the extent of the REMIC III Available Distribution Amount for such Distribution Date remaining after distributions in accordance with prior clauses of the definition of “REMIC III Distribution Amount”.

In addition to their rights to receive payments from the REMIC III Available Distribution Amount on their Corresponding Class of REMIC III Regular Interests, the Class A and Class B Certificates shall be entitled to receive payments, if any, as specified in the second and fifth sentences of Section 4.05(a).  Notwithstanding the right of the Class X Certificates to receive payments from the REMIC III Available Distribution Amount on the Class X-L Regular Interest, the amount of such payments may be reduced as specified in the second sentence of Section 4.05(a).

Class A Certificates :  The Class 1-A-1A, Class 2-A-1A, Class 2-A-1B1, Class 2-A-1B2, Class 2-A-1B3, Class 2-A-1C1, Class 2-A-1C2 and Class 2-A-1C3 Certificates.

Class A-L Regular Interests :  The Class 1-A-1A-L, Class 2-A-1A-L, Class 2-A-1B1-L, Class 2-A-1B2-L, Class 2-A-1B3-L, Class 2-A-1C1-L, Class 2-A-1C2-L and Class 2-A-1C3-L Regular Interests.

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

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

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

Class 2-A-1A-L Regular Interest :  The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.

Class 2-A-1B1 Certificates :  The Certificates. designated as “Class 2-A-1B1” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 2-A-1B1-L Regular Interest :  The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.

Class 2-A-1B2 Certificates :  The Certificates. designated as “Class 2-A-1B2” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 2-A-1B2-L Regular Interest :  The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.

Class 2-A-1B3 Certificates :  The Certificates. designated as “Class 2-A-1B3” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 2-A-1B3-L Regular Interest :  The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.

Class 2-A-1C1 Certificates :  The Certificates. designated as “Class 2-A-1C1” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 2-A-1C1-L Regular Interest :  The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.

Class 2-A-1C2 Certificates :  The Certificates. designated as “Class 2-A-1C2” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 2-A-1C2-L Regular Interest :  The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.

Class 2-A-1C3 Certificates :  The Certificates. designated as “Class 2-A-1C3” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 2-A-1C3-L Regular Interest :  The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.

Class B Certificates : The Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7, Class B-8, Class B-9, Class B-10, Class B-11 and Class B-12 Certificates.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Class B-12 Certificates :  The Certificates designated as “Class B-12” on the face thereof in substantially the form attached hereto as Exhibit A.

Class B-12-L Regular Interest :  The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.

Class B Weighted Average Pass-Through Rate :  The sum of (A) (i) the product of (a) the Loan Group 1 Weighted Average Pass-Through Rate and (b) the Subordinate Component Balance for Loan Group 1 immediately before that Distribution Date and (ii) the product of (a) the Loan Group 2 Weighted Average Pass-Through Rate and (b) the Subordinate Component Balance for Loan Group 2 immediately before that Distribution Date divided by (B) the sum of the Subordinate Component Balances for Loan Group 1 and Loan Group 2 immediately before that Distribution Date.

Class LT Principal Reduction Amounts :  For any Distribution Date, the amounts by which the Class Principal Balances of the Class LT1, Class LTY1, Class LT2, Class LT3, Class LT4, Class LT5, Class LTY2, Class LT6, Class LT7, Class LT8 Regular Interests, respectively, will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as described in Appendix 1.

Class LT Regular Interests : The Class LT1, Class LTY1, Class LT2, Class LT3, Class LT4, Class LT5, Class LTY2, Class LT6, Class LT7, Class LT8 Regular Interests.

Class LT1 Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

Class LT2 Principal Distribution Amount :  For any Distribution Date, the excess, if any, of the Class LT2 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class LT2 Regular Interest on such Distribution Date.

Class LT2 Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

Class LT3 Principal Distribution Amount :  For any Distribution Date, the excess, if any, of the Class LT3 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class LT3 Regular Interest on such Distribution Date.

Class LT3 Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

Class LT4 Principal Distribution Amount :  For any Distribution Date, the excess, if any, of the Class LT4 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class LT4 Regular Interest on such Distribution Date.

Class LT4 Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

Class LT5 Principal Distribution Amount :  For any Distribution Date, the excess, if any, of the Class LT5 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class LT5 Regular Interest on such Distribution Date.

Class LT5 Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

Class LT6 Principal Distribution Amount :  For any Distribution Date, the excess, if any, of the Class LT6 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class LT6 Regular Interest on such Distribution Date.

Class LT6 Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

Class LT7 Principal Distribution Amount :  For any Distribution Date, the excess, if any, of the Class LT7 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class LT7 Regular Interest on such Distribution Date.

Class LT7 Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

Class LT8 Principal Distribution Amount :  For any Distribution Date, the excess, if any, of the Class LT8 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class LT8 Regular Interest on such Distribution Date.

Class LT8 Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

Class LTY1 Principal Distribution Amount :  For any Distribution Date, the excess, if any, of the Class LTY1 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class LTY1 Regular Interest on such Distribution Date.

Class LTY1 Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

Class LTY2 Principal Distribution Amount :  For any Distribution Date, the excess, if any, of the Class LTY2 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class LTY2 Regular Interest on such Distribution Date.

Class LTY2 Regular Interest : The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.

Class Notional Amount :  With respect to the Class X Certificates and the Class X-L Regular Interest, the Class X-L Notional Amount.

Class Principal Balance :  For any Class of REMIC I, REMIC II or REMIC III Regular Interests and for the Class R-1 Residual Interest, the applicable initial Class Principal Balance therefor set forth in the Preliminary Statement hereto (or, in the case of the Class R Certificates, the Class Principal Balance of the Class R-1 Residual Interest), corresponding to the rights of such Class in payments of principal due to be passed through to such Class from principal payments on the Mortgage Loans, the REMIC I, REMIC II or REMIC III Regular Interests, as applicable, as reduced from time to time by (x) distributions of principal to such Class and (y) the portion of Realized Losses allocated to the Class Principal Balance of such Class pursuant to the definition of “Realized Loss” with respect to a given Distribution Date, and as increased from time to time by the portion of Net Negative Amortization Amounts allocated to the Class Principal Balance of such Class pursuant to the definition of “Net Negative Amortization Amount” with respect to a given Distribution Date; and for any Class of Certificates or Components, as applicable, the Class Principal Balance of the Corresponding Class of REMIC III Regular Interests.  For any Distribution Date, the reduction of the Class Principal Balance of any Class of Certificates or Components, as applicable, and REMIC I, REMIC II or REMIC III Regular Interests pursuant to the definition of “Realized Loss” and the increase in the Class Principal Balance of any Class of Certificates or Components, as applicable, and REMIC I, REMIC II or REMIC III Regular Interests pursuant to the definition of “Net Negative Amortization Amount” shall be deemed effective after the determination and distribution of principal on such Class pursuant to the definitions of “REMIC I Distribution Amount”, “REMIC II Distribution Amount” and “REMIC III Distribution Amount”.

Notwithstanding the foregoing, (A) any amounts distributed in respect of principal losses pursuant to paragraph (I)(C)(xxxvii) of the definition of “REMIC III Distribution Amount” shall not cause a reduction in the Class Principal Balances of the REMIC III Regular Interests or their Corresponding Classes, (B) any amounts distributed in respect of principal losses pursuant to clause (v) of the definition of “REMIC II Distribution Amount” shall not cause a reduction in the Class Principal Balances of the REMIC II Regular Interests and (C) any amounts distributed in respect of principal losses pursuant to clause (c)(i) of the definition of “REMIC I Distribution Amount” shall not cause a reduction in the Class Principal Balances of the REMIC I Regular Interests.

In addition to the foregoing, on each Distribution Date, the Class Principal Balance of the Class of Subordinate Certificates with the lowest priority then outstanding (and its Corresponding Class of REMIC III Regular Interests) shall be increased by an amount equal to the lesser of (i) the Subsequent Recoveries for such Distribution Date and (ii) the amount of Realized Losses allocated to such Class on previous Distribution Dates (the amount in this clause (ii) reduced by the amount, if any, by which such Class Principal Balance has been increased on prior Distribution Dates pursuant to this paragraph).

The Class Principal Balance for the Class 1-A-1A Certificates shall be referred to as the “Class 1-A-1A Principal Balance,” the Class Principal Balance for the Class 1-A-1A-L Regular Interest shall be referred to as the “Class 1-A-1A-L Principal Balance” and so on.  The Class Principal Balances for the Class X PO-1 and Class X PO-2 Components of the Class X-L Regular Interest shall each be zero as of the Closing Date and shall increase after the Closing Date by the portion, if any, of the related Net Negative Amortization Amounts allocated to the Class X-L Regular Interest pursuant to the definition of “Net Negative Amortization Amount”.

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

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

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

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

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

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

Class X-L Notional Amount :  For any Distribution Date, the aggregate principal balance of the Mortgage Loans as of the second preceding Due Date after giving effect to the payments due on the Mortgage Loans on that Due Date.

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

Class X PO Component :  The Class X PO-1 Component or the Class X PO-2 Component, as applicable.

Class X PO-1 Component :  The principal-only component of the Class X Certificate. The principal balance of the Class X PO-1 Component will initially be zero.

Class X PO-2 Component :  The principal-only component of the Class X Certificate. The principal balance of the Class X PO-2 Component will initially be zero.

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

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

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

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

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

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

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

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

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

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

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

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

Clean-Up Call Option Date :  The date on which the aggregate principal balance of the Mortgage Loans has been reduced to less than the Clean-Up Call Percentage of that balance as of the Cut-Off Date.

Clean-Up Call Percentage :  10%.

Clearing Agency :  An organization registered as a “clearing agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as amended, which initially shall be DTC.

Closing Date :  July 15, 2005, which is the date of settlement of the sale of the Certificates to the original purchasers thereof.

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

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

Compensating Interest : For any Distribution Date with respect to each Loan Group and the Mortgage Loans contained therein, the least of (i) the sum of (a) 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 in the State of California, at which at any particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement is located at 1761 East St. Andrew Place, Santa Ana, CA 92705, Attention: Trust Administration WA05A8.

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

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