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

$447,013,954.22

Washington Mutual Mortgage Securities Corp.

Washington Mutual Mortgage Pass-Through Certificates

WMALT Series 2005-AR1

Cut-Off Date: November 1, 2005

 

TABLE OF CONTENTS

 

	Page
ARTICLE I	9
Section 1.01  Definitions	9
Adjusted Cap Rate	9
Adjusted Net Weighted Average Pass-Through Rate	9
Aggregate Certificate Principal Balance	9
Appraised Value	9
Assigned Prepayment Premiums	9
Assignment of Proprietary Lease	10
Authenticating Agent	10
Authorized Denomination	10
Bankruptcy Loss	10
Beneficial Holder	10
Benefit Plan Opinion	10
Book-Entry Certificates	10
BSFP	11
Business Day	11
Buydown Agreement	11
Buydown Fund	11
Buydown Fund Account	11
Buydown Loan	11
Cap Counterparty	11
Cap Strike Rate	11
Carry-Forward Subsequent Recoveries Amount	11
Carryover Shortfall Amount	11
Carryover Shortfall Payment	12
Certificate	13
Certificate Account	13
Certificateholder or Holder	13
Certificate Interest Rate	13
Certificate of Trust	13
Certificate Principal Balance	13
Certificate Register and Certificate Registrar	14
Class	14
Class A Certificates	14
Class A-L Regular Interests	14
Class A-1A Certificates	14
Class A-1A-L Regular Interest	14
Class A-1B Certificates	14
Class A-1B-L Regular Interest	15
Class A-1C Certificates	15
Class A-1C-L Regular Interest	15
Class B Certificates	15
Class B-L Regular Interests	15
Class B-1 Certificates	15
Class B-1-L Regular Interest	15
Class B-2 Certificates	15
Class B-2-L Regular Interest	15
Class B-3 Certificates	15
Class B-3-L Regular Interest	15
Class B-4 Certificates	15
Class B-4-L Regular Interest	15
Class B-5 Certificates	15
Class B-5-L Regular Interest	16
Class B-6 Certificates	16
Class B-6-L Regular Interest	16
Class LT Principal Reduction Amounts	16
Class LT Regular Interests	16
Class LT1 Regular Interest	16
Class LT2 Principal Distribution Amount	16
Class LT2 Regular Interest	16
Class LT3 Principal Distribution Amount	16
Class LT3 Regular Interest	16
Class LT4 Principal Distribution Amount	16
Class LT4 Regular Interest	16
Class LT6 Principal Distribution Amount	16
Class LT6 Regular Interest	17
Class LT7 Principal Distribution Amount	17
Class LT7 Regular Interest	17
Class LT8 Principal Distribution Amount	17
Class LT8 Regular Interest	17
Class LT10 Principal Distribution Amount	17
Class LT10 Regular Interest	17
Class LT11 Principal Distribution Amount	17
Class LT11 Regular Interest	17
Class LT12 Principal Distribution Amount	17
Class LT12 Regular Interest	17
Class Notional Amount	17
Class PPP Certificates	18
Class Principal Balance	18
Class R Certificates	19
Class R Residual Interests	19
Class R-1 Residual Interest	19
Class R-2 Residual Interest	19
Class X Certificates	19
Class X-1 Certificates	19
Class X-1 Notional Amount	19
Class X-1-M Regular Interest	19
Class X-2 Certificates	19
Class X-2 Notional Amount	19
Class X-3 Certificates	20
Class X-3 Notional Amount	20
Class X-4 Certificates	20
Class X-4-L Notional Amount	20
Class X-4-L Regular Interest	20
Clean-Up Call Option Date	20
Clean-Up Call Percentage	20
Clearing Agency	20
Closing Date	20
Closing Date Loan-to-Value Ratio	20
Code	20
Company	20
Compensating Interest	20
Cooperative	21
Cooperative Apartment	21
Cooperative Lease	21
Cooperative Loans	21
Cooperative Stock	21
Cooperative Stock Certificate	21
Corporate Trust Office	21
Corporation	21
Corresponding Class	21
Credit Support Depletion Date	22
Cumulative Carry-Forward Subsequent Recoveries Amount	22
Curtailment	22
Curtailment Shortfall	22
Custodial Account for P&I	22
Custodial Account for Reserves	23
Custodial Agreement	23
Custodian	23
Cut-Off Date	23
Definitive Certificates	23
Delaware Trustee	23
Depositary Agreement	23
Destroyed Mortgage Note	23
Determination Date	23
Disqualified Organization	24
Distribution Date	24
DTC	24
DTC Participant	24
Due Date	24
Eligible Institution	24
Eligible Investments	24
ERISA	26
ERISA Restricted Certificate	26
Event of Default	26
Excess Liquidation Proceeds	26
Excess Subsequent Recoveries	26
Fannie Mae	26
FDIC	26
FHA	26
Final Maturity Date	26
Final Yield Maintenance Payment Date	26
Fitch:	26
Freddie Mac	26
Index	26
Indirect DTC Participants	27
Insurance Proceeds	27
Interest Distribution Amount	27
Interest Rate Adjustment Date	27
Investment Account	27
Investment Depository	27
Junior Subordinate Certificates	27
Last Scheduled Distribution Date	27
Lender	28
LIBOR	28
LIBOR Determination Date	28
Liquidated Mortgage Loan	28
Liquidation Principal	28
Liquidation Proceeds	28
Loan-to-Value Ratio	28
Lowest Class B Owner	28
Marker Rate	28
MERS	28
MERS Loan	28
MERS® System	29
MIN	29
MOM Loan	29
Minimum Monthly Payment	29
Monthly P&I Advance	29
Monthly Payment Adjustment Terms	29
Moody’s	29
Mortgage	29
Mortgage File	29
Mortgage Interest Rate	32
Mortgage Loan Margin	32
Mortgage Loan Schedule	32
Mortgage Loans	32
Mortgage Note	33
Mortgage Pool	33
Mortgage Pool Assets	33
Mortgaged Property	33
Mortgagor	33
Negative Amortization Amount	33
Net Negative Amortization Amount	33
Net Weighted Average Pass-Through Rate	34
No-Delay Accrual Period	34
Nonrecoverable Advance	34
Non-U.S. Person	34
Notice Addresses	34
OTS	35
Officer’s Certificate	35
One-Year MTA	35
Opinion of Counsel	35
Original Trust Agreement	35
Original Value	35
Ownership Interest	35
Pass-Through Entity	36
Pass-Through Rate	36
Paying Agent	36
Payoff	36
Payoff Earnings	36
Payoff Interest	36
Payoff Period	36
Percentage Interest	36
Permitted Transferee	37
Person	38
Prepaid Monthly Payment	38
Prepayment Premium	38
Primary Insurance Policy	38
Principal Balance	38
Principal Payment	39
Principal Payment Amount	39
Principal Prepayment	39
Principal Prepayment Amount	39
Prior Period	39
Prospectus	39
Purchase Obligation	39
Purchase Price	39
Rate Ceiling	40
Rating Agency	40
Ratings	40
Realized Loss	40
Recognition Agreement	42
Record Date	42
Reference Banks	42
Regular Interests	42
Relief Act Shortfall	42
REMIC	42
REMIC Provisions	42
REMIC I	42
REMIC I Assets	42
REMIC I Available Distribution Amount	43
REMIC I Distribution Amount	43
REMIC I Principal Distribution Amount	44
REMIC I Regular Interests	45
REMIC II	45
REMIC II Assets	45
REMIC II Available Distribution Amount	45
REMIC II Distribution Amount	45
REMIC II Regular Interests	48
Residual Certificates	48
Residual Distribution Amount	49
Responsible Officer	49
ROV Mortgage Loan	49
S&P	49
Secretary of State	49
Securities Act	49
Security Agreement	49
Senior Certificates	49
Senior Liquidation Amount	49
Senior Percentage	50
Senior Prepayment Percentage	50
Senior Principal Distribution Amount	51
Senior Subordinate Certificates	51
Servicer	52
Servicer Business Day	52
Servicing Fee	52
Servicing Fee Rate	52
Servicing Officer	52
Special Primary Insurance Policy	52
Special Primary Insurance Premium	52
Statutory Trust Statute	52
Streamlined Mortgage Loan	52
Subordinate Certificates	52
Subordinate Liquidation Amount	52
Subordinate Percentage	53
Subordinate Prepayment Percentage	53
Subordinate Principal Distribution Amount	53
Subordinate Principal Prepayments Distribution Amount	53
Subordination Level	53
Subsequent Recoveries	53
Substitute Mortgage Loan	53
Supplemental Mortgage Loan Schedule	53
Tax Matters Person	54
Termination Date	54
Termination Payment	54
Transfer	54
Transferee	54
Transferee Affidavit and Agreement	54
Trust	54
Trustee	54
Uncollected Interest	54
Uncompensated Interest Shortfall	55
Underwriter	55
Underwriting Standards	55
Uninsured Cause	55
U.S. Person	55
VA	55
Withdrawal Date	55
Yield Maintenance Account	55
Yield Maintenance Agreement	56
Yield Maintenance Available Payment Amount	56
Yield Maintenance Notional Balance	56
Yield Maintenance Payment	56
ARTICLE II  Creation of the Trust; Conveyance of the Mortgage Pool Assets, REMIC I Regular Interests and REMIC II Regular Interests; REMIC Election and Designations; Original Issuance of Certificates	56
Section 2.01  Creation of the Trust	56
Section 2.02  Restrictions on Activities of the Trust	57
Section 2.03  Separateness Requirements	58
Section 2.04  Conveyance of Mortgage Pool Assets; Security Interest	60
Section 2.05  Delivery of Mortgage Files	60
Section 2.06  REMIC Election for REMIC I	62
Section 2.07  Acceptance by Trustee	63
Section 2.08  Representations and Warranties of the Company Concerning the Mortgage Loans	65
Section 2.09  Acknowledgment of Transfer of Mortgage Pool Assets	70
Section 2.10  Conveyance of REMIC II Assets; Security Interest	70
Section 2.11  REMIC Election for REMIC II	71
Section 2.12  Acknowledgement of Transfer of REMIC II Assets; Authentication of Certificates	72
Section 2.13  Conveyance of Certain REMIC II Regular Interests; Security Interest	72
Section 2.14  Acknowledgement of Transfer of Certain REMIC II Regular Interests; Authentication of Certificates	74
Section 2.15  Legal Title	74
Section 2.16  Compliance with ERISA Requirements	74
Section 2.17  Additional Representation of the Company Concerning the Mortgage Loans	74
Section 2.18  Distributions to Class A Certificates and the Class B Certificates Outside of REMIC II	75
Section 2.19  Representations and Warranties of the Company Regarding Prepayment Premiums; Remedies for Breach	75
ARTICLE III  Administration and Servicing of Mortgage Loans	76
Section 3.01  The Servicer	76
Section 3.02  Custodial Accounts and Buydown Fund Accounts	78
Section 3.03  The Investment Account; Eligible Investments	79
Section 3.04  The Certificate Account	79
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	80
Section 3.06  Maintenance of Primary Insurance Policies; Collections Thereunder	82
Section 3.07  Maintenance of Hazard Insurance	82
Section 3.08  Enforcement of Due-on-Sale Clauses; Assumption Agreements	83
Section 3.09  Realization Upon Defaulted Mortgage Loans	84
Section 3.10  Trustee to Cooperate; Release of Mortgage Files	86
Section 3.11  Compensation to the Servicer	86
Section 3.12  [Reserved.]	86
Section 3.13  Annual Statement as to Compliance	87
Section 3.14  Access to Certain Documentation and Information Regarding the Mortgage Loans	87
Section 3.15  Annual Independent Public Accountants’ Servicing Report	87
Section 3.16  Yield Maintenance Account	87
Section 3.17  [Reserved.]	88
Section 3.18  [Reserved.]	88
Section 3.19  Determination of LIBOR by Servicer	88
Section 3.20  Assigned Prepayment Premiums	90
ARTICLE IV  Payments to Certificateholders; Payment of Expenses	91
Section 4.01  Distributions to Holders of REMIC I Regular Interests and Class R-1 Residual Interest	91
Section 4.02  Advances by the Servicer; Distribution Reports to the Trustee	91
Section 4.03  Nonrecoverable Advances	92
Section 4.04  Distributions to Certificateholders; Payment of Special Primary Insurance Premiums	93
Section 4.05  Statements to Certificateholders	94
ARTICLE V  The Certificates	95
Section 5.01  The Certificates	95
Section 5.02  Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized Denominations	101
Section 5.03  Registration of Transfer and Exchange of Certificates	102
Section 5.04  Mutilated, Destroyed, Lost or Stolen Certificates	102
Section 5.05  Persons Deemed Owners	103
Section 5.06  [Reserved.]	103
Section 5.07  Book-Entry for Book-Entry Certificates	103
Section 5.08  Notices to Clearing Agency	104
Section 5.09  Definitive Certificates	104
Section 5.10  Office for Transfer of Certificates	105
Section 5.11  Nature of Certificates	105
ARTICLE VI  The Company and the Servicer	105
Section 6.01  Liability of the Company and the Servicer	105
Section 6.02  Merger or Consolidation of the Company, or the Servicer	105
Section 6.03  Limitation on Liability of the Company, the Servicer and Others	105
Section 6.04  Neither the Company nor the Servicer May Resign	106
Section 6.05  Trustee Access	106
ARTICLE VII  Default	107
Section 7.01  Events of Default	107
Section 7.02  Trustee to Act; Appointment of Successor	109
Section 7.03  Notification to Certificateholders	110
ARTICLE VIII  Concerning the Trustees	110
Section 8.01  Duties of Trustees	110
Section 8.02  Certain Matters Affecting the Trustees	112
Section 8.03  Trustees Not Liable for Certificates or Mortgage Loans	113
Section 8.04  Trustees May Own Certificates	113
Section 8.05  The Servicer to Pay Trustees’ Fees and Expenses	113
Section 8.06  Eligibility Requirements for Trustees	114
Section 8.07  Resignation and Removal of Trustees	114
Section 8.08  Successor Trustee	115
Section 8.09  Merger or Consolidation of Trustee	115
Section 8.10  Appointment of Co-Trustee or Separate Trustee	115
Section 8.11  Authenticating Agents	117
Section 8.12  Paying Agents	117
Section 8.13  Duties of Delaware Trustee	118
Section 8.14  Amendment to Certificate of Trust	119
Section 8.15  Limitation of Liability	119
Section 8.16  Yield Maintenance Agreement	119
ARTICLE IX  Termination	119
Section 9.01  Termination Upon Purchase by the Servicer or Liquidation of All Mortgage Loans	119
Section 9.02  Additional Termination Requirements	122
Section 9.03  Trust Irrevocable	122
ARTICLE X  Miscellaneous Provisions	122
Section 10.01  Amendment	122
Section 10.02  Recordation of Agreement	124
Section 10.03  Limitation on Rights of Certificateholders	124
Section 10.04  Access to List of Certificateholders	125
Section 10.05  Governing Law	125
Section 10.06  Notices	125
Section 10.07  Severability of Provisions	126
Section 10.08  Counterpart Signatures	126
Section 10.09  Benefits of Agreement	126
Section 10.10  Notices and Copies to Rating Agencies	126

 

 

 

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-1	Mortgage Loan Schedule
Exhibit D-2	Supplemental 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 November 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 sell the Mortgage Loans and certain other assets to the Trust in return for the REMIC I Regular Interests, the Class PPP Certificates and the Class R-1 Residual Interest and will be the owner of the REMIC I Regular Interests, the Class PPP Certificates and the Class R-1 Residual Interest.  Thereafter, on the Closing Date, the Company will acquire the REMIC II Regular Interests (including the Class X-1, Class X-2 and Class X-3 Certificates) and the Class R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 Residual Interest.  Thereafter, on the Closing Date, the Company will acquire the Certificates (other than the Class PPP, Class X-1, Class X-2 and Class X-3 Certificates) from the Trust as consideration for its transfer to the Trust of the REMIC II Regular Interests (other than the Class X-1, Class X-2 and Class X-3 Certificates) and will be the owner of the Certificates (other than the Class PPP, Class X-1, Class X-2 and Class X-3 Certificates).  The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the sale 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, and the Class PPP Certificates, (iii) the conveyance to the Trust of the REMIC I Regular Interests, (iv) the issuance to the Company of the REMIC II Regular Interests (including the Class X-1, Class X-2 and Class X-3 Certificates) 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 (other than the Class X-1, Class X-2 and Class X-3 Certificates) and (vi) the issuance to the Company of the Certificates (other than the Class PPP, Class X-1, Class X-2 and Class X-3 Certificates). 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 and the Class PPP Certificates, have been offered for sale pursuant to a Prospectus, dated August 23, 2005, and a Prospectus Supplement, dated November 22, 2005, of the Company (together, the “ Prospectus ”). The Junior Subordinate Certificates and the Class PPP Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated November 29, 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 and the Class R Residual Interests:

 

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.

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

In addition, the Trust will issue the Class A and Class B Certificates, each of which Class will represent ownership of (i) the Corresponding Class of REMIC II Regular Interests and (ii) the applicable rights specified in the second and fifth sentences of Section 4.04(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 4.04(a).

In addition, the Trust will issue the Class PPP Certificates, which will not have a Class Principal Balance and will only be entitled to receive on any Distribution Date the aggregate of all Assigned Prepayment Premiums.  The Class PPP Certificates will not represent an interest in any REMIC.

As of the Cut-Off Date, the Mortgage Loans have an aggregate Principal Balance of $447,013,954.22 and the Certificates have an Aggregate Certificate Principal Balance of $447,013,954.22.

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, the Class PPP Certificates and the Class R-1 Residual Interest, (iii) hold the REMIC I Regular Interests, (iv) issue the REMIC II Regular Interests (including the Class X-1, Class X-2 and Class X-3 Certificates) and the Class R-2 Residual Interest, (v) hold the REMIC II Regular Interests (other than the Class X-1, Class X-2 and Class X-3 Certificates) and (iv) issue the Certificates (other than the Class PPP, Class X-1, Class X-2 and Class X-3 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 Servicer, the Trustee and the Delaware Trustee, for the equal and proportionate benefit of the respective Holders from time to time of the REMIC I Regular Interests, the REMIC II Regular Interests and the Certificates, as applicable, as follows:

ARTICLE I

Section 1.01.        Definitions .

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

Adjusted Cap Rate :  For any Distribution Date and any Class of Class A-L and Class B-L Regular Interests, a fraction, expressed as a per annum rate, the numerator of which is equal to the product of (i) the amount of interest accrued on the Mortgage Loans at the Net Weighted Average Pass-Through Rate for that Distribution Date less the Net Negative Amortization Amount and (ii) 12, and the denominator of which is equal to the aggregate principal balance of the Mortgage Loans as of the second preceding Due Date (after giving effect to (i) payments due on the Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs received on or before the 14th day of the calendar month of such 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 No-Delay Accrual Period.

Adjusted Net Weighted Average Pass-Through Rate :  For any Distribution Date, the product of (i) the Net 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.

Assigned Prepayment Premiums :  For any Distribution Date, the sum of (a) all Prepayment Premiums collected on the Mortgage Loans during the Payoff Period, (b) all payments made by the Servicer during the Payoff Period in respect of Prepayment Premiums pursuant to Section 3.20 and (c) all payments made by the Company during the Payoff Period in respect of Prepayment Premiums pursuant to Section 2.19.

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, Class PPP 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%.  The Class PPP Certificates will be issued in fully registered form in minimum denominations of 20% of the Percentage Interest therein and increments of 10% in excess thereof.

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, 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 :  BSFP.

Cap Strike Rate :  For any Distribution Date, the amount set forth under the heading “Strike Rate” in Schedule 1 of the Prospectus.

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

Carryover Shortfall Amount :  For any Distribution Date and for any Class of Class A Certificates and any Class of 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 II 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 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-4-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-4-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-4-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-4-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-4-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-4-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-4-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.

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 and Section 4.04.

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 each Class of REMIC II Regular Interests, the Holder of the Corresponding Class of Certificates.

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

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

Certificate Principal Balance :  For each Certificate of any Class, the portion of the related Class Principal Balance, if any, represented by such Certificate; provided , however , that each Class X Certificate will represent a portion of the Class X PO Principal Balance 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, and all REMIC II Regular Interests or the Class R-2 Residual Interest having the same priority and rights to payments on the REMIC I Regular Interests from the REMIC II Available Distribution Amount, as applicable, which REMIC I Regular Interests, REMIC II Regular Interests and Class R Residual Interests, as applicable, shall be designated as a separate Class, and which, in the case of the Certificates (including the Class R Certificates representing ownership of the Class R Residual Interests), shall be set forth in the applicable forms of Certificates attached hereto as Exhibits A and B.  Each Class of REMIC I Regular Interests and the Class R-1 Residual Interest shall be entitled to receive the amounts allocated to such Class pursuant to the definition of “REMIC I Distribution Amount” only to the extent of the REMIC I Available Distribution Amount for such Distribution Date remaining after distributions in accordance with prior clauses of the definition of “REMIC I Distribution Amount” and each Class of REMIC II Regular Interests and the Class R-2 Residual Interest shall be entitled to receive the amounts allocated to such Class pursuant to the definition of “REMIC II Distribution Amount” only to the extent of the REMIC II Available Distribution Amount for such Distribution Date remaining after distributions in accordance with prior clauses of the definition of “REMIC II Distribution Amount.” The Class PPP Certificates shall only be entitled to receive on any Distribution Date the aggregate of all Assigned Prepayment Premiums as specified in Section 4.04(a).

In addition to their rights to receive payments from the REMIC II Available Distribution Amount on their Corresponding Class of REMIC II Regular Interests, (i) the Class A Certificates shall be entitled to receive payments, if any, as specified in the second and fifth sentences of Section 4.04(a) and (ii) the Class B Certificates shall be entitled to receive payments, if any, as specified in the second sentence of Section 4.04(a).  Notwithstanding the right of the Class X-4 Certificates to receive payments from the REMIC II Available Distribution Amount on the Class X-4-L Regular Interest, the amount of such payments may be reduced as specified in the second sentence of Section 4.04(a).

Class A Certificates :  The Class A-1A, Class A-1B and Class A-1C Certificates.

Class A-L Regular Interests :  The Class A-1A-L, Class A-1B-L and Class A-1C-L Regular Interests.

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

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

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

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

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

Class B-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 LT Principal Reduction Amounts :  For any Distribution Date, the amounts by which the Class Principal Balances of the Class LT1, Class LT2, Class LT3, Class LT4, Class LT6, Class LT7, Class LT8, Class LT10, Class LT11 and Class LT12 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 LT2, Class LT3, Class LT4, Class LT6, Class LT7, Class LT8, Class LT10, Class LT11 and Class LT12 Regular Interests.

Class LT1 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 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 I which constitutes a REMIC I 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 I which constitutes a REMIC I 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 I which constitutes a REMIC I 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 I which constitutes a REMIC I 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 I which constitutes a REMIC I 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 I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.

Class LT10 Principal Distribution Amount :  For any Distribution Date, the excess, if any, of the Class LT10 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class LT10 Regular Interest on such Distribution Date.

Class LT10 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 LT11 Principal Distribution Amount :  For any Distribution Date, the excess, if any, of the Class LT11 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class LT11 Regular Interest on such Distribution Date.

Class LT11 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 LT12 Principal Distribution Amount :  For any Distribution Date, the excess, if any, of the Class LT12 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class LT12 Regular Interest on such Distribution Date.

Class LT12 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 X Certificates, the Class X-4-L Regular Interest and the Class X-1-M Regular Interest, the related notional amount for such Class, as specified herein (e.g., the “Class Notional Amount” for the Class X-1 Certificates and the Class X-1-M Regular Interest is the Class X-1 Notional Amount, and the “Class Notional Amount” for the Class X-4 Certificates and the Class X-4-L Regular Interest is the Class X-4-L Notional Amount).

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

Class Principal Balance :  For any Class of REMIC I or REMIC II Regular Interests and for the Class R-1 Residual Interest, the applicable initial Class Principal Balance therefor set forth in the Preliminary Statement hereto (or, in the case of the Class R Certificates, the Class Principal Balance of the Class R-1 Residual Interest), corresponding to the rights of such Class (or, in the case of the Class X-4-L Regular Interest, the principal-only component of such Class) in payments of principal due to be passed through to such Class from principal payments on the Mortgage Loans or the REMIC I 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 (other than the Class X-1, Class X-2 and Class X-3 Certificates), the Class Principal Balance of the Corresponding Class of REMIC II Regular Interests.  For any Distribution Date, the reduction of the Class Principal Balance of any Class of Certificates and REMIC I or REMIC II Regular Interests pursuant to the definition of “Realized Loss” and the increase in the Class Principal Balance of any Class of Certificates and REMIC I or REMIC II 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” and “REMIC II Distribution Amount.”

Notwithstanding the foregoing, (A) any amounts distributed in respect of Realized Losses allocable to principal pursuant to paragraph (I)(xxii) or (II)(iv) 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 and (B) any amounts distributed in respect of Realized Losses allocable to principal pursuant to clause (v) 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 II 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 A-1A Certificates shall be referred to as the “Class A-1A Principal Balance,” the Class Principal Balance for the Class A-1A-L Regular Interest shall be referred to as the “Class A-1A-L Principal Balance” and so on.  The Class Principal Balances for the Class X-1, Class X-2 and Class X-3 Certificates and the Class X-1-M Regular Interest shall each be zero.  The Class Principal Balances for the Class X-4 Certificates and the Class X-4-L Regular Interest shall be zero as of the Closing Date and shall increase after the Closing Date by the portion, if any, of Net Negative Amortization Amounts allocated to the Class X-4-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 and Class R-2 Residual Interests, each of which Class of Residual Interests has been designated as the sole class of “residual interest” in REMIC I and REMIC II, respectively, pursuant to Section 2.06 and Section 2.11, respectively, for purposes of Section 860G(a)(2) of the Code.

Class R Residual Interests :  The Class R-1 and Class R-2 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 X Certificates :  The Class X-1, Class X-2, Class X-3 and Class X-4 Certificates.

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

Class X-1 Notional Amount :  For any Distribution Date, 50% of the aggregate principal balance of the Mortgage Loans as of the second preceding Due Date (after giving effect to (i) payments due on the Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs received on or before the 14th day of the calendar month of such Due Date).

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

Class X-2 Notional Amount :  For any Distribution Date prior to the Distribution Date in December 2008, the lesser of (a) 50% of the aggregate principal balance of the Mortgage Loans as of the second preceding Due Date (after giving effect to (i) payments due on the Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs received on or before the 14th day of the calendar month of such Due Date) and (b) the scheduled notional amount for the Class X-2 Certificates for such Distribution Date set forth on Schedule 2 to the Prospectus. For any Distribution Date on or after the Distribution Date in December 2008, zero.

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

Class X-3 Notional Amount :  For any Distribution Date, 50% of the aggregate principal balance of the Mortgage Loans as of the second preceding Due Date (after giving effect to (i) payments due on the Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs received on or before the 14th day of the calendar month of such Due Date).

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

Class X-4-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 (i) payments due on the Mortgage Loans on such Due Date and (ii) except for the first Distribution Date, any Payoffs received on or before the 14th day of the calendar month of such Due Date).

Class X-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.

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 :  November 29, 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, the least of (i) the sum of (a) 1/12 of 0.050% of the aggregate Principal Balance of the Mortgage Loans immediately before such Distribution Date, (b) the aggregate Payoff Earnings with respect to the Mortgage Loans for such Distribution Date and (c) the aggregate Payoff Interest with respect to the Mortgage Loans for such Distribution Date; (ii) the aggregate Uncollected Interest with respect to the Mortgage Loans for such Distribution Date and (iii) 1/12 of 0.125% of the aggregate Principal Balance of the 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-AR1.

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-4 and Class B Certificates and the REMIC II 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, the sum of (i) the Carry-Forward Subsequent Recoveries Amount for such Distribution Date and (ii) the Carry-Forward Subsequent Recoveries Amounts for prior Distribution Dates to the extent such Carry-Forward Subsequent Recoveries Amounts have not been applied in reduction of Realized Losses on prior Distribution Dates pursuant to the first paragraph of the definition of “Realized Loss” herein.

Curtailment :  Any payment of principal on a Mortgage Loan made by or on behalf of the related Mortgagor, other than a Minimum Monthly Payment, a Prepaid Monthly Payment or a Payoff, which is applied to reduce the outstanding principal balance of the Mortgage Loan.  (Prepayment penalties are not payments of principal and hence Curtailments do not include prepayment penalties).

Curtailment Shortfall : For any Distribution Date and for any Curtailment received in the Prior Period, an amount equal to one month’s interest on such Curtailment at the Pass-Through Rate for the applicable 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-AR1."

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-AR1."

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 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 :  November 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 November 28, 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 and REMIC II Regular Interests and the Certificates, the 25th day (or, if such 25th day is not a Business Day, the Business Day immediately succeeding such 25th day) of each month, with the first such date being December 27, 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 Minimum 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 of America or any agency or instrumentality thereof when such obligations are backed by the full faith and credit of the United States of America;

(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 of America 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 of America 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 of America 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 and Insurance 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 during such Prior Period and (ii) any Excess Subsequent Recoveries for such Distribution Date.

Excess Subsequent Recoveries : For any Distribution Date, the excess, if any, of (i) amounts received by the Servicer during the Prior Period in connection with the liquidation of defaulted Mortgage Loans after such Mortgage Loans became Liquidated Mortgage Loans over (ii) the Subsequent Recoveries for such Distribution Date.

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 and REMIC II Regular Interests and the Residual Interests, the date set forth in the applicable table contained in the Preliminary Statement hereto.  With respect to each Class of Class A, Class B and Class X Certificates, the date set forth for its Corresponding Class of REMIC II Regular Interests in the applicable table contained in the Preliminary Statement hereto. 

Final Yield Maintenance Payment Date :  For the Class A Certificates, the Distribution Date in June 2016.

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.

Index :  For each Mortgage Loan, One-Year MTA or LIBOR, as provided in the Mortgage Note and stated in the Mortgage Loan Schedule.  For each Mortgage Loan and each Interest Rate Adjustment Date, the One-Year MTA or LIBOR figure used to calculate the Mortgage Interest Rate will be the most recent One-Year MTA or LIBOR figure available as of fifteen days before such Interest Rate Adjustment Date.  In the event One-Year MTA or LIBOR (or a substitute index) is no longer available, the Servicer will select a substitute index in accordance with the Mortgage Note.

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.

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, REMIC II Regular Interests and the Class R-1 Residual Interest, the amount of interest accrued during the Prior Period (or in the case of the Class A-L and Class B-L Regular Interests, during the No-Delay Accrual Period), at the related Certificate Interest Rate for such Class for such Distribution Date, on the respective Class Principal Balance or Class Notional Amount, as applicable, immediately before such Distribution Date, reduced by Net Negative Amortization Amounts, Uncompensated Interest Shortfall and the interest portion of Realized Losses allocated to such Class on such Distribution Date pursuant to the definitions of “Net Negative Amortization Amount,” “Uncompensated Interest Shortfall” and “Realized Loss,” respectively.

The computation of interest accrued on the Class A-L and Class B-L Regular Interests shall be made on the basis of the actual number of days in the No-Delay Accrual Period and assuming a 360 day year.

The computation of interest accrued on the Class X-L Regular Interests and the Class R-1 Residual Interest shall be made on the basis of a 360-day year of twelve 30-day months.

Interest Rate Adjustment Date:   As to each Mortgage Loan, the Due Date on which an adjustment to the Mortgage Interest Rate of such Mortgage Loan becomes effective.

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, N.A. 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, which, in the case of the Certificates, shall be 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 and Insurance Proceeds receive