POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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WaMu Mortgage Pass-Throug | CHRISTIANA BANK & TRUST COMPANY, | LASALLE BANK NATIONAL ASSOCIATION, | WASHINGTON MUTUAL BANK,

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: Delaware Date: 12/7/2005

POOLING AND SERVICING AGREEMENT

, Parties: wamu mortgage pass-throug , christiana bank & trust company , lasalle bank national association , washington mutual bank

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EXHIBIT 4.1

EXECUTION VERSION

WaMu ASSET ACCEPTANCE 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

$2,568,388,725.91

WaMu Mortgage Pass-Through Certificates Series 2005-AR15 Trust

WaMu Asset Acceptance Corp.

WaMu Mortgage Pass-Through Certificates

Series 2005-AR15

Cut-Off Date: November 1, 2005

TABLE OF CONTENTS

	Page

ARTICLE I	8
Section 1.01 Definitions	8
Adjusted Cap Rate	8
Adjusted Weighted Average Pass-Through Rate	8
Aggregate Certificate Principal Balance	8
Agreement	8
Appraised Value	8
Assigned Prepayment Premiums	8
Assignment of Proprietary Lease	9
Authenticating Agent	9
Authorized Denomination	9
Bankruptcy Loss	9
Beneficial Holder	9
Benefit Plan Opinion	9
Book-Entry Certificates	10
Business Day	10
Buydown Agreement	10
Buydown Fund	10
Buydown Fund Account	10
Buydown Loan	10
Cap Counterparty	10
Cap Strike Rate	10
Carry-Forward Subsequent Recoveries Amount	10
Carryover Shortfall Amount	10
Carryover Shortfall Payment	11
Certificate	13
Certificate Account	13
Certificateholder or Holder	13
Certificate Interest Rate	13
Certificate of Trust	14
Certificate Principal Balance	14
Certificate Register and Certificate Registrar	14
Class	14
Class A Certificates	14
Class A-L Regular Interests	14
Class A-1A1 Certificates	15
Class A-1A1-L Regular Interest	15
Class A-1A2 Certificates	15
Class A-1A2-L Regular Interest	15
Class A-1B1 Certificates	15
Class A-1B1-L Regular Interest	15
Class A-1B2 Certificates	15
Class A-1B2-L Regular Interest	15
Class A-1B3 Certificates	15
Class A-1B3-L Regular Interest	15
Class A-1B4 Certificates	15
Class A-1B4-L Regular Interest	15
Class A-1C1 Certificates	15
Class A-1C1-L Regular Interest	15
Class A-1C2 Certificates	16
Class A-1C2-L Regular Interest	16
Class A-1C3 Certificates	16
Class A-1C3-L Regular Interest	16
Class A-1C4 Certificates	16
Class A-1C4-L Regular Interest	16
Class B Certificates	16
Class B-1 Certificates	16
Class B-L Regular Interests	16
Class B-1-L Regular Interest	16
Class B-2 Certificates	16
Class B-2-L Regular Interest	16
Class B-3 Certificates	16
Class B-3-L Regular Interest	17
Class B-4 Certificates	17
Class B-4-L Regular Interest	17
Class B-5 Certificates	17
Class B-5-L Regular Interest	17
Class B-6 Certificates	17
Class B-6-L Regular Interest	17
Class B-7 Certificates	17
Class B-7-L Regular Interest	17
Class B-8 Certificates	17
Class B-8-L Regular Interest	17
Class B-9 Certificates	17
Class B-9-L Regular Interest	17
Class B-10 Certificates	17
Class B-10-L Regular Interest	18
Class B-11 Certificates	18
Class B-11-L Regular Interest	18
Class B-12 Certificates	18
Class B-12-L Regular Interest	18
Class B-13 Certificates	18
Class B-13-L Regular Interest	18
Class B-14 Certificates	18
Class B-14-L Regular Interest	18
Class LT Principal Reduction Amounts	18
Class LT Regular Interests	18
Class LT1 Regular Interest	18
Class LT2 Principal Distribution Amount	18
Class LT2 Regular Interest	19
Class LT3 Principal Distribution Amount	19
Class LT3 Regular Interest	19
Class LT4 Principal Distribution Amount	19
Class LT4 Regular Interest	19
Class Notional Amount	19
Class PPP Certificates	19
Class Principal Balance	19
Class R Certificates	20
Class R Residual Interests	20
Class R-1 Residual Interest	20
Class R-2 Residual Interest	20
Class X Certificates	20
Class X-L Notional Amount	20
Class X-L Regular Interest	20
Clean-Up Call Option Date	21
Clean-Up Call Percentage	21
Clearing Agency	21
Closing Date	21
Code	21
Company	21
Compensating Interest	21
Cooperative	21
Cooperative Apartment	21
Cooperative Lease	21
Cooperative Loans	21
Cooperative Stock	21
Cooperative Stock Certificate	22
Corporate Trust Office	22
Corporation	22
Corresponding Class	22
Credit Support Depletion Date	22
Cumulative Carry-Forward Subsequent Recoveries Amount	22
Current Loan-to-Value Ratio	23
Curtailment	23
Curtailment Shortfall	23
Custodial Account for P&I	23
Custodial Agreement	23
Custodian	23
Cut-Off Date	23
Definitive Certificates	23
Delaware Trustee	23
Depositary Agreement	24
Destroyed Mortgage Note	24
Determination Date	24
Disqualified Organization	24
Distribution Date	24
DTC	24
DTC Participant	24
Due Date	24
Eligible Institution	24
Eligible Investments	25
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	27
Index	27
Indirect DTC Participants	27
Initial Custodial Agreement	27
Initial Custodian	27
Insurance Proceeds	27
Interest Distribution Amount	27
Interest Rate Adjustment Date	27
Investment Account	27
Investment Depository	28
Junior Subordinate Certificates	28
Last Scheduled Distribution Date	28
LIBOR	28
LIBOR Determination Date	28
Liquidated Mortgage Loan	28
Liquidation Principal	28
Liquidation Proceeds	28
Lowest Class B Owner	28
Marker Rate	28
MERS	28
MERS Loan	29
MERS® System	29
MIN	29
Minimum Monthly Payment	29
MOM Loan	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 Purchase Agreement	32
Mortgage Loan Schedule	32
Mortgage Loans	33
Mortgage Note	33
Mortgage Pool	33
Mortgage Pool Assets	33
Mortgaged Property	33
Mortgagor	34
Negative Amortization Amount	34
Net Negative Amortization Amount	34
No-Delay Accrual Period	34
Nonrecoverable Advance	34
Non-U.S. Person	34
Notice Addresses	35
OTS	35
Officer’s Certificate	35
One-Year MTA	35
Opinion of Counsel	35
Original Trust Agreement	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	37
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
Rate Ceiling	39
Rate Floor	39
Rating Agency	39
Ratings	39
Reacquired Mortgage Loan	39
Realized Loss	39
Recognition Agreement	42
Recording Documents	42
Record Date	42
Reference Banks	43
Regular Interests	43
Relief Act Shortfall	43
REMIC	43
REMIC Provisions	43
REMIC I	43
REMIC I Assets	43
REMIC I Available Distribution Amount	43
REMIC I Distribution Amount	44
REMIC I Principal Distribution Amount	45
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	51
Repurchase Price	51
Repurchase Proceeds	52
Residual Certificates	52
Residual Distribution Amount	52
Responsible Officer	52
ROV Mortgage Loan	52
S&P	52
Secretary of State	52
Securities Act	52
Security Agreement	53
Seller	53
Senior Certificates	53
Senior Liquidation Amount	53
Senior Percentage	53
Senior Prepayment Percentage	53
Senior Principal Distribution Amount	55
Senior Subordinate Certificates	55
Servicer	55
Servicer Business Day	55
Servicing Fee	55
Servicing Fee Rate	55
Servicing Officer	55
Special Primary Insurance Policy	55
Special Primary Insurance Premium	55
Statutory Trust Statute	56
Streamlined Mortgage Loan	56
Subordinate Certificates	56
Subordinate Liquidation Amount	56
Subordinate Percentage	56
Subordinate Prepayment Percentage	56
Subordinate Principal Distribution Amount	56
Subordinate Principal Prepayments Distribution Amount	56
Subordination Level	56
Subsequent Recoveries	57
Substitute Mortgage Loan	57
Substitution Price	57
Tax Matters Person	57
Termination Date	57
Termination Payment	57
Transfer	58
Transferee	58
Transferee Affidavit and Agreement	58
Trust	58
Trustee	58
Uncollected Interest	58
Uncompensated Interest Shortfall	58
Underwriters	58
Uninsured Cause	58
U.S. Person	58
VA	58
Weighted Average Pass-Through Rate	59
Withdrawal Date	59
Yield Maintenance Account	59
Yield Maintenance Agreement	59
Yield Maintenance Available Payment Amount	59
Yield Maintenance Notional Balance	59
Yield Maintenance Payment	59
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	60
Section 2.01 Creation of the Trust	60
Section 2.02 Restrictions on Activities of the Trust	61
Section 2.03 Separateness Requirements	61
Section 2.04 Conveyance of Mortgage Pool Assets; Security Interest	63
Section 2.05 Delivery of Mortgage Files	64
Section 2.06 REMIC Election for REMIC I	65
Section 2.07 Acceptance by Trustee	66
Section 2.08 Representation and Warranty of the Company Concerning the Mortgage Loans	68
Section 2.09 Representations and Warranties of Each Seller Concerning the Mortgage Loans	70
Section 2.10 Additional Provisions Relating to Repurchases of and Substitutions for Mortgage Loans by the Company or a Seller	71
Section 2.11 Acknowledgment of Transfer of Mortgage Pool Assets	71
Section 2.12 Conveyance of REMIC II Assets; Security Interest	72
Section 2.13 REMIC Election for REMIC II	73
Section 2.14 Acknowledgement of Transfer of REMIC II Assets	74
Section 2.15 Conveyance of REMIC II Regular Interests; Security Interest	74
Section 2.16 Acknowledgement of Transfer of REMIC II Regular Interests	75
Section 2.17 Legal Title	75
Section 2.18 Compliance with ERISA Requirements	75
Section 2.19 Additional Representation Concerning the Mortgage Loans	75
Section 2.20 Distributions to Class A Certificates and the Class B Certificates Outside of REMIC II	76
ARTICLE III Administration and Servicing of Mortgage Loans	76
Section 3.01 The Servicer	76
Section 3.02 The Custodial Accounts for P&I 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, the Custodial Accounts for P&I and 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	87
Section 3.12 [Reserved.]	87
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.	88
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	92
Section 4.01 Distributions to Holders of REMIC I Regular Interests and Class R-1 Residual Interest	92
Section 4.02 Monthly P&I Advances; Distribution Reports to the Trustee	92
Section 4.03 Nonrecoverable Advances	94
Section 4.04 Distributions to Certificateholders; Payment of Special Primary Insurance Premiums	94
Section 4.05 Statements to Certificateholders	96
ARTICLE V The Certificates	96
Section 5.01 The Certificates	96
Section 5.02 Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized Denominations	102
Section 5.03 Registration of Transfer and Exchange of Certificates	103
Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates	103
Section 5.05 Persons Deemed Owners	104
Section 5.06 [Reserved.]	104
Section 5.07 Book-Entry for Book-Entry Certificates	104
Section 5.08 Notices to Clearing Agency	105
Section 5.09 Definitive Certificates	105
Section 5.10 Office for Transfer of Certificates	106
Section 5.11 Nature of Certificates	106
ARTICLE VI The Company and the Servicer	106
Section 6.01 Liability of the Company and the Servicer	106
Section 6.02 Merger or Consolidation of the Company or the Servicer	106
Section 6.03 Limitation on Liability of the Company, the Servicer and Others	107
Section 6.04 Neither the Company nor the Servicer May Resign	107
Section 6.05 Trustee Access 107
ARTICLE VII Default	108
Section 7.01 Events of Default	108
Section 7.02 Trustee to Act; Appointment of Successor	110
Section 7.03 Notification to Certificateholders	111
ARTICLE VIII Concerning the Trustees	111
Section 8.01 Duties of Trustees	111
Section 8.02 Certain Matters Affecting the Trustees	113
Section 8.03 Trustees Not Liable for Certificates or Mortgage Loans	114
Section 8.04 Trustees May Own Certificates	114
Section 8.05 The Servicer to Pay Trustees’ Fees and Expenses	115
Section 8.06 Eligibility Requirements for Trustees	115
Section 8.07 Resignation and Removal of Trustees	115
Section 8.08 Successor Trustee	116
Section 8.09 Merger or Consolidation of Trustee	117
Section 8.10 Appointment of Co-Trustee or Separate Trustee	117
Section 8.11 Authenticating Agents	118
Section 8.12 Paying Agents	119
Section 8.13 Duties of Delaware Trustee	119
Section 8.14 Amendment to Certificate of Trust	120
Section 8.15 Yield Maintenance Agreement	120
Section 8.16 Trustees Act on Behalf of Trust	120
Section 8.17 Limitation of Liability	120
ARTICLE IX Termination	120
Section 9.01 Termination Upon Purchase by the Servicer or Liquidation of All Mortgage Loans	120
Section 9.02 Additional Termination Requirements	123
Section 9.03 Trust Irrevocable	124
ARTICLE X Miscellaneous Provisions	124
Section 10.01 Amendment	124
Section 10.02 Recordation of Agreement	125
Section 10.03 Limitation on Rights of Certificateholders	125
Section 10.04 Access to List of Certificateholders	126
Section 10.05 Governing Law	127
Section 10.06 Notices	127
Section 10.07 Severability of Provisions	127
Section 10.08 Counterpart Signatures	127
Section 10.09 Benefits of Agreement	127
Section 10.10 Notices and Copies to Rating Agencies	127
Section 10.11 Covenant Not to Place Trust Into Bankruptcy	128
Section 10.12 Covenant Not to Place Company Into Bankruptcy	129

Exhibit A	Form of Certificates (other than Class R Certificates)
Exhibit B	Form of Class R Certificates
Exhibit C	[Reserved]
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 as of November 1, 2005 (this “ Agreement ”), is by and among WaMu Asset Acceptance Corp., as depositor (the “ Company ”), Washington Mutual Bank, as Servicer, LaSalle Bank National Association, as Trustee, and Christiana Bank & Trust Company, as 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 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 Certificates) 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 (other than the Class PPP 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 and the Class R-2 Residual Interest representing in the aggregate the entire beneficial interest in REMIC II, (v) the conveyance to the Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates (other than the Class PPP 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 October 21, 2005, and a Prospectus Supplement, dated November 18, 2005, of the Company (together, the “ Prospectus ”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated November 22, 2005. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests the Class R Residual Interests:

REMIC I Interests

	Class Designation for each REMIC I Regular Interest and the Class R-1 Residual Interest	Type of Interest	Certificate Interest Rate (1)	Initial Class Principal Balance	Final Maturity Date*
	Class LT1	Regular	Variable (2)	$2,568,001,577.50	November 2045
	Class LT2	Regular	Variable (2)	126,629.32	November 2045
	Class LT3	Regular	Variable (3)	130,209.54	November 2045
	Class LT4	Regular	Variable (4)	130,209.54	November 2045
	Class R-1†	Residual	5.180%	100.00	November 2045

* The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date.
† The Class R‑1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.
(1) Interest distributed to the REMIC I Regular Interests (other than the Class LT3 Regular Interest, which shall not be entitled to receive any distributions of interest) and the Class R-1 Residual Interest on each Distribution Date will have accrued at the applicable per annum Certificate Interest Rate on the applicable Class Principal Balance outstanding immediately before such Distribution Date.
(2) For each Distribution Date, the Certificate Interest Rate on the Class LT1 and Class LT2 Regular Interests shall equal the Weighted Average Pass-Through Rate for such Distribution Date.
(3) The Class LT3 Regular Interest shall not be entitled to receive any distributions of interest.
(4) For each Distribution Date, the Certificate Interest Rate on the Class LT4 Regular Interest shall equal two (2) times the Weighted Average Pass-Through Rate for such Distribution Date.

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

REMIC II Interests

Class Designation for each Class of REMIC II Regular Interests and the Class R-2 Residual Interest

Type of Interest

Certificate Interest
Rate (1)

Initial Class
Principal
Balance

Final Maturity
Date*

Class A-1A1-L

Regular

Variable (2) (21)

$941,552,000.00

November 2045

Class A-1A2-L

Regular

Variable (3) (21)

600,000,000.00

November 2045

Class A-1B1-L

Regular

Variable (4) (21)

109,206,000.00

November 2045

Class A-1B2-L

Regular

Variable (5) (21)

54,645,000.00

November 2045

Class A-1B3-L

Regular

Variable (6) (21)

80,000,000.00

November 2045

Class A-1B4-L

Regular

Variable (7) (21)

70,000,000.00

November 2045

Class A-1C1-L

Regular

Variable (8) (21)

170,061,000.00

November 2045

Class A-1C2-L

Regular

Variable (9) (21)

112,433,000.00

November 2045

Class A-1C3-L

Regular

Variable (10) (21)

141,357,000.00

November 2045

Class A-1C4-L

Regular

Variable (11) (21)

40,000,000.00

November 2045

Class X-L

Regular

Variable (12) (21)

----- (13)

November 2045

Class B-1-L

Regular

Variable (14) (21)

59,073,000.00

November 2045

Class B-2-L

Regular

Variable (15) (21)

42,378,000.00

November 2045

Class B-3-L

Regular

Variable (16) (21)

14,126,000.00

November 2045

Class B-4-L

Regular

Variable (17) (21)

17,978,000.00

November 2045

Class B-5-L

Regular

Variable (18) (21)

12,841,000.00

November 2045

Class B-6-L

Regular

Variable (19) (21)

10,273,000.00

November 2045

Class B-7-L

Regular

Variable (20) (21)

10,273,000.00

November 2045

Class B-8-L

Regular

Variable (20) (21)

7,705,000.00

November 2045

Class B-9-L

Regular

Variable (20) (21)

10,273,000.00

November 2045

Class B-10-L

Regular

Variable (20) (21)

11,557,000.00

November 2045

Class B-11-L

Regular

Variable (20) (21)

11,557,000.00

November 2045

Class B-12-L

Regular

Variable (20) (21)

5,136,000.00

November 2045

Class B-13-L

Regular

Variable (20) (21)

17,978,000.00

November 2045

Class B-14-L

Regular

Variable (20) (21)

17,986,625.91

November 2045

Class R-2 (21)

Residual

-----

November 2045

* The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan matures. For federal income tax purposes, for each Class of REMIC II Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date.

(1) Interest distributed to the REMIC II Regular Interests on each Distribution Date will have accrued at the applicable per annum Certificate Interest Rate on the applicable Class Principal Balance (or, in the case of the Class X-L Regular Interest, at the Class X-L Notional Amount) outstanding immediately before such Distribution Date.

(2) The Certificate Interest Rate on the Class A-1A1-L Regular Interest for (i) each Distribution Date on or before the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.26% and (c) 10.50%; and (ii) each Distribution Date after the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.52% and (c) 10.50%.

(3) The Certificate Interest Rate on the Class A-1A2-L Regular Interest for (i) each Distribution Date on or before the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.28% and (c) 10.50%; and (ii) each Distribution Date after the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.56% and (c) 10.50%.

(4) The Certificate Interest Rate on the Class A-1B1-L Regular Interest for (i) each Distribution Date on or before the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.25% and (c) 10.50%; and (ii) each Distribution Date after the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.50% and (c) 10.50%.

(5) The Certificate Interest Rate on the Class A-1B2-L Regular Interest for (i) each Distribution Date on or before the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.41% and (c) 10.50%; and (ii) each Distribution Date after the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.82% and (c) 10.50%.

(6) The Certificate Interest Rate on the Class A-1B3-L Regular Interest for (i) each Distribution Date on or before the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.34% and (c) 10.50%; and (ii) each Distribution Date after the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.68% and (c) 10.50%.

(7) The Certificate Interest Rate on the Class A-1B4-L Regular Interest for (i) each Distribution Date on or before the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.58% and (c) 10.50%; and (ii) each Distribution Date after the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 1.16% and (c) 10.50%.

(8) The Certificate Interest Rate on the Class A-1C1-L Regular Interest for (i) each Distribution Date on or before the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.19% and (c) 10.50%; and (ii) each Distribution Date after the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.38% and (c) 10.50%.

(9) The Certificate Interest Rate on the Class A-1C2-L Regular Interest for (i) each Distribution Date on or before the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.38% and (c) 10.50%; and (ii) each Distribution Date after the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.76% and (c) 10.50%.

(10) The Certificate Interest Rate on the Class A-1C3-L Regular Interest for (i) each Distribution Date on or before the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.48% and (c) 10.50%; and (ii) each Distribution Date after the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.96% and (c) 10.50%.

(11) The Certificate Interest Rate on the Class A-1C4-L Regular Interest for (i) each Distribution Date on or before the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.40% and (c) 10.50%; and (ii) each Distribution Date after the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.80% and (c) 10.50%.

(12) For each Distribution Date, the Class X-L Regular Interest shall accrue interest on the Class X-L Notional Amount. For each Distribution Date, the Certificate Interest Rate on the Class X-L Regular Interest shall equal the excess, if any, of (i) the Weighted Average Pass-Through Rate for such Distribution Date over (ii) a per annum rate equal to a fraction, the numerator of which is the product of (a) the aggregate amount of interest accrued on 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 immediately before such Distribution Date and (b) 12, and the denominator of which is the aggregate principal balance of the Mortgage Loans as of the second preceding Due Date.

For REMIC purposes, the foregoing rate is equal to a rate per annum equal to the percentage equivalent of a fraction, the numerator of which is the sum of the amounts calculated pursuant to clauses (1) through (3) below, and the denominator of which is the aggregate Class Principal Balances of the REMIC I Regular Interests. For purposes of calculating the Certificate Interest Rate for the Class X-L Regular Interest, the numerator is equal to the sum of the following components:

1. the Certificate Interest Rate for REMIC I Regular Interest LT1 minus the related Marker Rate, applied to a notional amount equal to the Class Principal Balance of REMIC I Regular Interest LT1;

2. the Certificate Interest Rate for REMIC I Regular Interest LT2 minus the related Marker Rate, applied to a notional amount equal to the Class Principal Balance of REMIC I Regular Interest LT2; and

3. the Certificate Interest Rate for REMIC I Regular Interest LT4 minus twice the related Marker Rate, applied to a notional amount equal to the Class Principal Balance of REMIC I Regular Interest LT4.

(13) For purposes of calculating distributions of principal and interest and the allocation of Realized Losses, the Class X-L Regular Interest shall be deemed to be comprised of an interest-only component and a principal-only component. The interest-only component of the Class X-L Regular Interest shall have a Class Notional Amount and the principal-only component of the Class X-L Regular Interest shall have a Class Principal Balance. The Class X-L Principal Balance shall initially equal zero and shall thereafter be increased by the portion, if any, of Net Negative Amortization Amounts allocated to the Class X-L Regular Interest pursuant to the definition of “Net Negative Amortization Amount.” Interest shall accrue on the Class X-L Notional Amount and shall not accrue on the Class X-L Principal Balance. Principal shall not be payable with respect to the Class X-L Notional Amount.

(14) The Certificate Interest Rate on the Class B-1-L Regular Interest for (i) each Distribution Date on or before the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.65% and (c) 10.50%; and (ii) each Distribution Date after the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.975% and (c) 10.50%.

(15) The Certificate Interest Rate on the Class B-2-L Regular Interest for (i) each Distribution Date on or before the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.68% and (c) 10.50%; and (ii) each Distribution Date after the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 1.02% and (c) 10.50%.

(16) The Certificate Interest Rate on the Class B-3-L Regular Interest for (i) each Distribution Date on or before the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.73% and (c) 10.50%; and (ii) each Distribution Date after the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 1.095% and (c) 10.50%.

(17) The Certificate Interest Rate on the Class B-4-L Regular Interest for (i) each Distribution Date on or before the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 1.15% and (c) 10.50%; and (ii) each Distribution Date after the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 1.725% and (c) 10.50%.

(18) The Certificate Interest Rate on the Class B-5-L Regular Interest for (i) each Distribution Date on or before the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 1.20% and (c) 10.50%; and (ii) each Distribution Date after the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 1.80% and (c) 10.50%.

(19) The Certificate Interest Rate on the Class B-6-L Regular Interest for (i) each Distribution Date on or before the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 1.20% and (c) 10.50%; and (ii) each Distribution Date after the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 1.80% and (c) 10.50%.

(20) The Certificate Interest Rate on the Class B-7-L Class B-8-L Class B-9-L, Class B-10-L, Class B-11-L, Class B-12-L, Class B-13-L and Class B-14-L Regular Interest for (i) each Distribution Date on or before the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 1.20% and (c) 10.50%; and (ii) each Distribution Date after the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 1.80% and (c) 10.50%.

(21) For any Distribution Date, interest distributable to the Class A Certificates and the Class B and Class X Certificates may not equal interest accrued at the Certificate Interest Rates for the Corresponding Classes of REMIC II Regular Interests. For any Distribution Date, interest may be distributable to some Classes of Class A Certificates and Class B Certificates in an amount greater than interest accrued at the Certificate Interest Rate for the Corresponding Class of REMIC II Regular Interests, and interest may be distributable to the Class X Certificates in an amount less than interest accrued at the Certificate Interest Rate for the Class X-L Regular Interest, in each case pursuant to the second sentence of Section 4.04(a).

(22) The Class R‑2 Residual Interest shall be entitled to receive the applicable Residual Distribution Amount. The Class R‑2 Residual Interest shall not be entitled to receive any distributions of interest or principal.

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

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

In addition, the Trust will issue 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) with respect to the each Class of Class A Certificates and Class B Certificates, 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 $2,568,388,725.91 and, as of the Closing Date, the Certificates have an Aggregate Certificate Principal Balance of $2,568,388,725.91.

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 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 and the Class R-2 Residual Interest, (v) hold the REMIC II Regular Interests and (iv) issue the Certificates (other than the Class PPP 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 Regular Interests 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 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 Weighted Average Pass-Through Rate : For any Distribution Date, the product of (i) the 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.

Agreement : The meaning specified in the introductory paragraph hereof.

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, the Appraised Value shall be 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; (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, the Appraised Value shall be the value set forth on the residential appraisal review made in connection with the origination of such ROV Mortgage Loan as the value of the related Mortgaged Property; 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 received by the Servicer from a Seller during the Payoff Period in respect of Prepayment Premiums pursuant to Section 2(d) of the applicable Term Sheet.

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 : For any Distribution Date and any Mortgage Loan, (i) the amount of any permanent forgiveness of principal with respect to such Mortgage Loan by a court of competent jurisdiction in a case under the United States Bankruptcy Code as of the related Due Date, other than any such forgiveness of principal that arises out of clause (ii) of this definition of “Bankruptcy Loss,” or (ii) the amount, if any, by which the then outstanding principal balance of such Mortgage Loan exceeds any valuation, as of the related Due Date, by a court of competent jurisdiction in a case under the United States Bankruptcy Code, of the related Mortgaged Property, in each case, to the extent not previously allocated to the Certificates as a Realized Loss.

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.

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 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 and monitored by the Servicer.

Buydown Fund Account : A separate account 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 in an Eligible Institution. Such account 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 : ABN Amro Bank N.V.

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-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.

For the Class B-13 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, Class B-11 and Class B-12 Certificates for such Distribution Date.

For the Class B-14 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, Class B-11, Class B-12 and Class B-13 Certificates for such Distribution Date.

Certificate : Any one of the Certificates issued pursuant to this Agreement, executed by the Trustee on behalf of the Trust 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 pursuant to Section 3.04 and maintained with the Trustee, the Investment Depository or any other bank or trust company acceptable to the Rating Agencies which is incorporated under the laws of the United States or any state thereof, which account shall be entitled “WaMu Mortgage Pass-Through Certificates Series 2005-AR15 Trust Certificate Account,” 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(d) 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 Certificates to receive payments from the REMIC II 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 4.04(a).

Class A Certificates : The Class A-1A1, Class A-1A2, Class A-1B1, Class A-1B2, Class A-1B3, Class A-1B4, Class A-1C1, Class A-1C2, Class A-1C3 and Class A-1C4 Certificates.

Class A-L Regular Interests : The Class A-1A1-L, Class A-1A2-L, Class A-1B1-L, Class A-1B2-L, Class A-1B3-L, Class A-1B4-L, Class A-1C1-L, Class A-1C2-L, Class A-1C3-L and Class A-1C4-L Regular Interests.

Class A-1A1 Certificates : The Certificates. designated as “Class A-1A1” on the face thereof in substantially the form attached hereto as Exhibit A.

Class A-1A1-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-1A2 Certificates : The Certificates.

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