POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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WASHINGTON MUTUAL MORTGAGE SECURITIES CORP., | WASHINGTON MUTUAL BANK, FA, | LASALLE BANK NATIONAL ASSOCIATION,

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: Delaware Date: 3/14/2005

POOLING AND SERVICING AGREEMENT

, Parties: washington mutual mortgage securities corp. , washington mutual bank fa , lasalle bank national association

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EXHIBIT 4.1

EXECUTION VERSION

WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.,

as Depositor

and

WASHINGTON MUTUAL BANK, FA,

as Servicer

and

LASALLE BANK NATIONAL ASSOCIATION,

as Trustee

and

CHRISTIANA BANK & TRUST COMPANY,

as Delaware Trustee

POOLING AND SERVICING AGREEMENT

$490,803,050.92

Washington Mutual Mortgage Securities Corp.

Washington Mutual Mortgage Pass-Through Certificates

WMALT Series 2005-1

Cut-Off Date: February 1, 2005

TABLE OF CONTENTS

	Page
ARTICLE I	6
Section 1.01. Definitions	6
Aggregate Certificate Principal Balance	6
Appraised Value	6
Assignment of Proprietary Lease	6
Authenticating Agent	6
Authorized Denomination	6
Balloon Loan	6
Bankruptcy Loss	6
Beneficial Holder	7
Benefit Plan Opinion	7
Book-Entry Certificates	7
Business Day	7
Buydown Agreement	7
Buydown Fund	7
Buydown Fund Account	7
Buydown Loan	8
Carry-Forward Subsequent Recoveries Amount	8
Certificate	8
Certificate Account	8
Certificate Group	8
Certificateholder or Holder	8
Certificate Interest Rate	8
Certificate of Trust	9
Certificate Principal Balance	9
Certificate Register and Certificate Registrar	9
Class	9
Class 1-A-1 Certificates	9
Class 1-A-2 Certificates	9
Class 1-A-3 Certificates	9
Class 1-A-4 Certificates	9
Class 1-A-5 Certificates	9
Class 1-A-6 Certificates	9
Class 1-P Fraction	10
Class 1-P Mortgage Loan	10
Class 2-A Certificates	10
Class 3-A Certificates	10
Class 3-P Certificates	10
Class 3-P-M Regular Interest	10
Class 3-P Fraction	10
Class 3-P Mortgage Loan	10
Class 4-A Certificates	10
Class 5-A-1 Certificates	10
Class 5-A-2 Certificates	10
Class 6-A-1 Certificates	10
Class 6-A-2 Certificates	10
Class 7-A-1 Certificates	10
Class 7-A-2 Certificates	10
Class 7-P Fraction	11
Class 7-P Mortgage Loan	11
Class A Certificates	11
Class B-1 Certificates	11
Class B-2 Certificates	11
Class B-3 Certificates	11
Class B-4 Certificates	11
Class B-5 Certificates	11
Class B-6 Certificates	11
Class C-P Certificates	11
Class C-P-M Regular Interest	11
Class C-X Certificates	11
Class C-X Notional Amount	11
Class C-X-M Regular Interest	12
Class C-Y Principal Reduction Amounts	12
Class C-Y Regular Interests	12
Class C-Y-1 Principal Distribution Amount	12
Class C-Y-1 Regular Interest	12
Class C-Y-2 Principal Distribution Amount	12
Class C-Y-2 Regular Interest	12
Class C-Y-3 Principal Distribution Amount	12
Class C-Y-3 Regular Interest	13
Class C-Y-4 Principal Distribution Amount	13
Class C-Y-4 Regular Interest	13
Class C-Z Principal Reduction Amounts	13
Class C-Z Regular Interests	13
Class C-Z-1 Principal Distribution Amount	13
Class C-Z-1 Regular Interest	14
Class C-Z-2 Principal Distribution Amount	14
Class C-Z-2 Regular Interest	14
Class C-Z-3 Principal Distribution Amount	14
Class C-Z-3 Regular Interest	14
Class C-Z-4 Principal Distribution Amount	14
Class C-Z-4 Regular Interest	14
Class D-X Notional Amount	14
Class D-X-M Regular Interest	15
Class Notional Amount	15
Class P Certificates	15
Class P Fraction	15
Class P Mortgage Loan	15
Class P-M Regular Interests	15
Class Principal Balance	15
Class R Certificates	16
Class R Residual Interests	16
Class R-1 Residual Interest	16
Class R-2 Residual Interest	16
Class X Certificates	17
Class X-M Regular Interest	17
Clean-Up Call Percentage	17
Clearing Agency	17
Closing Date	17
Closing Date Loan-to-Value Ratio	17
Code	17
Company	17
Compensating Interest	17
Cooperative	17
Cooperative Apartment	17
Cooperative Lease	17
Cooperative Loans	17
Cooperative Stock	18
Cooperative Stock Certificate	18
Corporate Trust Office	18
Corporation	18
Credit Support Depletion Date	18
Cumulative Carry-Forward Subsequent Recoveries Amount	18
Curtailment	18
Curtailment Shortfall	18
Custodial Account for P&I	18
Custodial Account for Reserves	19
Custodial Agreement	19
Custodian	19
Cut-Off Date	19
Definitive Certificates	19
Delaware Trustee	20
Depositary Agreement	20
Destroyed Mortgage Note	20
Determination Date	20
Disqualified Organization	20
Distribution Date	20
DTC	20
DTC Participant	20
Due Date	20
Eligible Institution	20
Eligible Investments	21
ERISA	22
ERISA Restricted Certificate	22
Event of Default	22
Excess Liquidation Proceeds	22
Excess Subsequent Recoveries	22
Fannie Mae	22
FDIC	22
FHA	22
Final Maturity Date	22
Fitch	23
Freddie Mac	23
Group 1-A Certificates	23
Group 1 Certificates	23
Group 1 Loans	23
Group 1 Lockout Adjusted Percentage	23
Group 1 Lockout Liquidation Amount	23
Group 1 Lockout Percentage	23
Group 1 Lockout Prepayment Percentage	23
Group 1 Lockout Priority Amount	23
Group 1 Premium Rate Mortgage Loans	23
Group 1 Senior Liquidation Amount	23
Group 1 Senior Percentage	24
Group 1 Senior Prepayment Percentage, Group 2 Senior Prepayment Percentage, Group 3 Senior Prepayment Percentage, Group 4 Senior Prepayment Percentage, Group 5 Senior Prepayment Percentage, Group 6 Senior Prepayment Percentage or Group 7 Senior Prepayment Percentage	24
Group 1 Senior Principal Distribution Amount	28
Group 1 Subordinate Percentage	28
Group 1 Subordinate Prepayment Percentage	28
Group 2 Certificates	28
Group 2 Loans	28
Group 2 Premium Rate Mortgage Loans	28
Group 2 Senior Liquidation Amount	28
Group 2 Senior Percentage	29
Group 2 Senior Prepayment Percentage	29
Group 2 Senior Principal Distribution Amount	29
Group 2 Subordinate Percentage	29
Group 2 Subordinate Prepayment Percentage	29
Group 3 Certificates	29
Group 3 Loans	29
Group 3 Premium Rate Mortgage Loans	29
Group 3 Senior Liquidation Amount	29
Group 3 Senior Percentage	29
Group 3 Senior Prepayment Percentage	29
Group 3 Senior Principal Distribution Amount	30
Group 3 Subordinate Percentage	30
Group 3 Subordinate Prepayment Percentage	30
Group 4 Certificates	30
Group 4 Loans	30
Group 4 Premium Rate Mortgage Loans	30
Group 4 Senior Liquidation Amount	30
Group 4 Senior Percentage	30
Group 4 Senior Prepayment Percentage	30
Group 4 Senior Principal Distribution Amount	30
Group 4 Subordinate Percentage	31
Group 4 Subordinate Prepayment Percentage	31
Group 5-A Certificates	31
Group 5 Certificates	31
Group 5 Loans	31
Group 5 Premium Rate Mortgage Loans	31
Group 5 Senior Liquidation Amount	31
Group 5 Senior Percentage	31
Group 5 Senior Prepayment Percentage	31
Group 5 Senior Principal Distribution Amount	31
Group 5 Subordinate Percentage	31
Group 5 Subordinate Prepayment Percentage	31
Group 6-A Certificates	32
Group 6 Certificates	32
Group 6 Loans	32
Group 6 Premium Rate Mortgage Loans	32
Group 6 Senior Liquidation Amount	32
Group 6 Senior Percentage	32
Group 6 Senior Prepayment Percentage	32
Group 6 Senior Principal Distribution Amount	32
Group 6 Subordinate Percentage	32
Group 6 Subordinate Prepayment Percentage	32
Group 7-A Certificates	32
Group 7 Certificates	32
Group 7 Loans	33
Group 7 Lockout Adjusted Percentage	33
Group 7 Lockout Liquidation Amount	33
Group 7 Lockout Percentage	33
Group 7 Lockout Prepayment Percentage	33
Group 7 Lockout Priority Amount	33
Group 7 Premium Rate Mortgage Loans	33
Group 7 Senior Liquidation Amount	33
Group 7 Senior Percentage	33
Group 7 Senior Principal Distribution Amount	34
Group 7 Subordinate Percentage	34
Group 7 Subordinate Prepayment Percentage	34
Group B Certificates	34
Group B Percentage	34
Indirect DTC Participants	34
Initial Custodial Agreement	34
Initial Custodian	34
Insurance Proceeds	34
Interest Distribution Amount	34
Interest Transfer Amount	35
Investment Account	35
Investment Depository	35
Junior Subordinate Certificates	35
Last Scheduled Distribution Date	35
Lender	36
Liquidated Mortgage Loan	36
Liquidation Principal	36
Liquidation Proceeds	36
Loan Group	36
Loan Group 1	36
Loan Group 2	36
Loan Group 3	36
Loan Group 4	36
Loan Group 5	36
Loan Group 6	36
Loan Group 7	36
Loan-to-Value Ratio	36
Lowest Class B Owner	36
MERS	37
MERS Loan	37
MERS® System	37
MIN	37
MOM Loan	37
Monthly P&I Advance	37
Monthly Payment	37
Moody’s	37
Mortgage	37
Mortgage File	37
Mortgage Interest Rate	40
Mortgage Loan Schedule	40
Mortgage Loans	40
Mortgage Note	40
Mortgage Pool	41
Mortgage Pool Assets	41
Mortgaged Property	41
Mortgagor	41
Nonrecoverable Advance	41
Non-U.S. Person	41
Notice Addresses	41
OTS	42
Officer’s Certificate	42
Opinion of Counsel	42
Original Trust Agreement	42
Original Value	42
Overcollateralized Group	42
Ownership Interest	42
Pass-Through Entity	42
Pass-Through Rate	42
Paying Agent	43
Payoff	43
Payoff Earnings	43
Payoff Interest	43
Payoff Period	43
Percentage Interest	43
Permitted Transferee	44
Person	44
Prepaid Monthly Payment	44
Primary Insurance Policy	44
Principal Balance	45
Principal Payment	45
Principal Payment Amount	45
Principal Prepayment	45
Principal Prepayment Amount	46
Principal Transfer Amount	46
Prior Period	46
Prospectus	46
Purchase Obligation	46
Purchase Price	46
Rating Agency	46
Ratings	46
Realized Loss	46
Recognition Agreement	50
Record Date	50
Regular Interests	50
Relief Act Shortfall	50
REMIC	50
REMIC Provisions	50
REMIC I	50
REMIC I Assets	50
REMIC I Available Distribution Amount	50
REMIC I Distribution Amount	51
REMIC I Regular Interests	55
REMIC II	55
REMIC II Assets	55
REMIC II Available Distribution Amount	55
REMIC II Distribution Amount	56
REMIC II Regular Interests	68
Residual Certificates	68
Residual Distribution Amount	68
Responsible Officer	69
S&P	69
Secretary of State	69
Securities Act	69
Security Agreement	69
Selling and Servicing Contract	69
Senior Certificates	69
Senior Subordinate Certificates	69
Servicer	69
Servicer Business Day	69
Servicing Fee	70
Servicing Fee Rate	70
Servicing Officer	70
Special Primary Insurance Policy	70
Special Primary Insurance Premium	70
Statutory Trust Statute	70
Step Down Percentage	70
Stripped Interest Rate	70
Subordinate Certificates	70
Subordinate Component Balance	71
Subordinate Liquidation Amount	71
Subordinate Percentage	71
Subordinate Principal Distribution Amount	71
Subordinate Principal Prepayments Distribution Amount	72
Subordination Level	73
Subsequent Recoveries	73
Substitute Mortgage Loan	73
Tax Matters Person	73
Termination Date	73
Termination Payment	73
Total Transfer Amount	74
Transfer	74
Transferee	74
Transferee Affidavit and Agreement	74
Trust	74
Trustee	74
Uncollected Interest	74
Uncompensated Interest Shortfall	74
Undercollateralized Group	76
Underwriter	76
Underwriting Standards	76
Uninsured Cause	76
U.S. Person	76
VA	76
Withdrawal Date	77
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	77
Section 2.01. Creation of the Trust	77
Section 2.02. Restrictions on Activities of the Trust	78
Section 2.03. Separateness Requirements	78
Section 2.04. Conveyance of Mortgage Pool Assets; Security Interest	80
Section 2.05. Delivery of Mortgage Files	81
Section 2.06. REMIC Election for REMIC I	83
Section 2.07. Acceptance by Trustee	84
Section 2.08. Representations and Warranties of the Company Concerning the Mortgage Loans	86
Section 2.09. Acknowledgment of Transfer of Mortgage Pool Assets	93
Section 2.10. Conveyance of REMIC II Assets; Security Interest	93
Section 2.11. REMIC Election for REMIC II	94
Section 2.12. Acknowledgement of Transfer of REMIC II Assets; Authentication of Certificates	95
Section 2.13. Legal Title	95
Section 2.14. Compliance with ERISA Requirements	95
Section 2.15. Additional Representation of the Company Concerning the Mortgage Loans	95
ARTICLE III Administration and Servicing of Mortgage Loans	96
Section 3.01. The Servicer	96
Section 3.02. Custodial Accounts and Buydown Fund Accounts	98
Section 3.03. The Investment Account; Eligible Investments	99
Section 3.04. The Certificate Account	100
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	101
Section 3.06. Maintenance of Primary Insurance Policies; Collections Thereunder	102
Section 3.07. Maintenance of Hazard Insurance	103
Section 3.08. Enforcement of Due-on-Sale Clauses; Assumption Agreements	103
Section 3.09. Realization Upon Defaulted Mortgage Loans	104
Section 3.10. Trustee to Cooperate; Release of Mortgage Files	106
Section 3.11. Compensation to the Servicer	107
Section 3.12. Reports to the Trustee; Certificate Account Statement	107
Section 3.13. Annual Statement as to Compliance	107
Section 3.14. Access to Certain Documentation and Information Regarding the Mortgage Loans	108
Section 3.15. Annual Independent Public Accountants’ Servicing Report	108
Section 3.16. [Reserved.]	108
Section 3.17. [Reserved.]	108
Section 3.18. [Reserved.]	108
Section 3.19. [Reserved.]	108
Section 3.20. [Reserved.]	108
ARTICLE IV Payments to Certificateholders; Payment of Expenses	108
Section 4.01. Distributions to Holders of REMIC I Regular Interests and Class R-1 Residual Interest	108
Section 4.02. Advances by the Servicer; Distribution Reports to the Trustee	109
Section 4.03. Nonrecoverable Advances	110
Section 4.04. Distributions to Certificateholders; Payment of Special Primary Insurance Premiums	110
Section 4.05. Statements to Certificateholders	111
ARTICLE V The Certificates	112
Section 5.01. The Certificates	112
Section 5.02. Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized Denominations	119
Section 5.03. Registration of Transfer and Exchange of Certificates	119
Section 5.04. Mutilated, Destroyed, Lost or Stolen Certificates	119
Section 5.05. Persons Deemed Owners	120
Section 5.06. Temporary Certificates	120
Section 5.07. Book-Entry for Book-Entry Certificates	121
Section 5.08. Notices to Clearing Agency	122
Section 5.09. Definitive Certificates	122
Section 5.10. Office for Transfer of Certificates	122
Section 5.11. Nature of Certificates	122
ARTICLE VI The Company and the Servicer	123
Section 6.01. Liability of the Company and the Servicer	123
Section 6.02. Merger or Consolidation of the Company or the Servicer	123
Section 6.03. Limitation on Liability of the Company, the Servicer and Others	123
Section 6.04. Neither the Company nor the Servicer may Resign	124
Section 6.05. Trustee Access.	124
ARTICLE VII Default	124
Section 7.01. Events of Default	124
Section 7.02. Trustee to Act; Appointment of Successor	127
Section 7.03. Notification to Certificateholders	128
ARTICLE VIII Concerning the Trustees	128
Section 8.01. Duties of Trustees	128
Section 8.02. Certain Matters Affecting the Trustees	129
Section 8.03. Trustees Not Liable for Certificates or Mortgage Loans	131
Section 8.04. Trustees May Own Certificates	131
Section 8.05. The Servicer to Pay Trustees’ Fees and Expenses	131
Section 8.06. Eligibility Requirements for Trustees	132
Section 8.07. Resignation and Removal of Trustees	132
Section 8.08. Successor Trustee	133
Section 8.09. Merger or Consolidation of Trustee	133
Section 8.10. Appointment of Co-Trustee or Separate Trustee	133
Section 8.11. Authenticating Agents	134
Section 8.12. Paying Agents	135
Section 8.13. Duties of Delaware Trustee	136
Section 8.14. Amendment to Certificate of Trust	136
Section 8.15. Limitation of Liability	136
ARTICLE IX Termination	137
Section 9.01. Termination Upon Purchase by the Servicer or Liquidation of All Mortgage Loans	137
Section 9.02. Additional Termination Requirements	139
Section 9.03. Trust Irrevocable	139
ARTICLE X Miscellaneous Provisions	139
Section 10.01. Amendment	139
Section 10.02. Recordation of Agreement	141
Section 10.03. Limitation on Rights of Certificateholders	141
Section 10.04. Access to List of Certificateholders	142
Section 10.05. Governing Law	142
Section 10.06. Notices	143
Section 10.07. Severability of Provisions	143
Section 10.08. Counterpart Signatures	143
Section 10.09. Benefits of Agreement	143
Section 10.10. Notices and Copies to Rating Agencies	143

Schedule 1       Exceptions to Section 2.08(iv) Representations
Appendix 1      Definition of “Class C-Y Principal Reduction Amounts”
Exhibit A          Form of Certificates (other than Class R Certificates)
Exhibit B          Form of Class R Certificates
Exhibit C          Anti-Predatory Lending Categorization
Exhibit D          Mortgage Loan Schedule
Exhibit E           [Reserved]
Exhibit F           Form of Transferor Certificate For Junior Subordinate Certificates
Exhibit G          Form of Transferee’s Agreement For Junior Subordinate Certificates
Exhibit H          Form of Additional Matter Incorporated Into the Certificates
Exhibit I            Transferor Certificate
Exhibit J           Transferee Affidavit And Agreement
Exhibit K          [Reserved]
Exhibit L           Form of Investment Letter
Exhibit M         Form of Trustee’s Certification Pursuant to Section 2.07
Exhibit N          Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(d)
Exhibit O          Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(g)

This Pooling and Servicing Agreement, dated and effective as of February 1, 2005 (this “ Agreement ”), is executed by and among Washington Mutual Mortgage Securities Corp., as depositor (the “ Company ”), Washington Mutual Bank, FA, as Servicer (the “ Servicer ”), LaSalle Bank National Association, a national banking association with a corporate trust office at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, as Trustee (the “ Trustee ”), and Christiana Bank & Trust Company, as Delaware Trustee (the “ Delaware Trustee ”). Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in Article I hereof.

PRELIMINARY STATEMENT

The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R 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 Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust of the REMIC I Regular Interests and (iv) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Company and the Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

The Certificates issued hereunder, other than the Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated February 10, 2004, and a Prospectus Supplement, dated February 23, 2005, of the Company (together, the “ Prospectus ”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated February 25, 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 Class R Residual Interests and the Certificates:

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 C-Y-1	Regular	5.500%	$ 157,550.59	March 2035
Class C-Y-2	Regular	6.000%	66,120.67	March 2035
Class C-Y-3	Regular	5.000%	11,234.55	March 2020
Class C-Y-4	Regular	6.500%	9,591.17	March 2035
Class C-Z-1	Regular	5.500%	314,943,634.72	March 2035
Class C-Z-2	Regular	6.000%	132,762,009.57	March 2035
Class C-Z-3	Regular	5.000%	22,457,860.29	March 2020
Class C-Z-4	Regular	6.500%	19,257,867.36	March 2035
Class D-X-M	Regular	5.500%(2)	-----	March 2035
Class C-X-M	Regular	5.500%(2)	-----	March 2035
Class C-P-M	Regular	(3)	912,192.14	March 2035
Class 3-P-M	Regular	(3)	224,290.21	March 2020
Class R-1†	Residual	5.500%	100.00	March 2035

* The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) 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 P-M Regular Interests, 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 or Class Notional Amount outstanding immediately before such Distribution Date.
(2) Each Class of the Class X-M Regular Interests shall accrue interest on the related Class Notional Amount. The Class X-M Regular Interests shall not be entitled to receive any distributions of principal.
(3) The Class P-M Regular Interests shall not be entitled to receive any distributions of interest.

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 Certificates and the Class R-2 Residual Interest	Type of Interest	Certificate Interest Rate (1)	Initial Class Principal Balance	Final Maturity Date*
	Class 1-A-1	Regular	5.500%	$149,000,000.00	March 2035
	Class 1-A-2	Regular	5.500%	5,960,000.00	March 2035
	Class 1-A-3	Regular	5.500%	29,036,000.00	March 2035
	Class 1-A-4	Regular	5.500%	13,935,000.00	March 2035
	Class 1-A-5	Regular	5.500%	20,442,400.00	March 2035
	Class 1-A-6	Regular	5.500%	1,550,000.00	March 2035
	Class 2-A	Regular	6.000%	65,117,000.00	March 2035
	Class 3-A	Regular	5.000%	21,221,500.00	March 2035
	Class 4-A	Regular	5.500%	25,283,300.00	March 2035
	Class 5-A-1	Regular	6.000%	58,645,000.00	March 2035
	Class 5-A-2	Regular	6.000%	1,760,500.00	March 2035
	Class 6-A-1	Regular	6.500%	17,677,300.00	March 2035
	Class 6-A-2	Regular	6.500%	530,400.00	March 2035
	Class 7-A-1	Regular	5.500%	45,530,700.00	March 2035
	Class 7-A-2	Regular	5.500%	1,732,000.00	March 2035
	Class 7-A-3	Regular	5.500%	5,024,800.00	March 2035
	Class 7-A-4	Regular	5.500%	226,200.00	March 2035
	Class C-X	Regular	5.500%(2)	-----	March 2035
	Class D-X	Regular	5.500%(2)	-----	March 2035
	Class C-P	Regular	(3)	912,192.00	March 2020
	Class 3-P	Regular	(3)	224,290.00	March 2035
	Class B-1	Regular	Variable(4)	11,779,474.00	March 2035
	Class B-2	Regular	Variable(4)	5,398,834.00	March 2035
	Class B-3	Regular	Variable(4)	2,944,818.00	March 2035
	Class B-4	Regular	Variable(4)	2,944,818.00	March 2035
	Class B-5	Regular	Variable(4)	2,454,015.00	March 2035
	Class B-6	Regular	Variable(4)	1,472,409.92	March 2035
	Class R-2 (5)	Residual	-----	-----	March 2035

* The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) 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 on each Distribution Date to the Certificates (other than the Class P Certificates, which shall not be entitled to receive any distributions of interest) will have accrued at the applicable per annum Certificate Interest Rate on the applicable Class Principal Balance or Class Notional Amount outstanding immediately before such Distribution Date.
(2) Each Class of the Class X Certificates shall accrue interest on the related Class Notional Amount. Each Class of the Class X Certificates shall not be entitled to receive any distributions of principal.
(3) The Class P Certificates shall not be entitled to receive any distributions of interest.
(4) The Certificate Interest Rate for each Class of the Group B Certificates shall equal, on any Distribution Date, the weighted average of the Certificate Interest Rates for the Class C-Y-1, Class C-Y-2, Class C-Y-3 and Class C-Y-4 Regular Interests.
(5) 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 Certificates (other than the Class R Certificates) 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. As of the Cut-Off Date, the Mortgage Loans have an aggregate Principal Balance of $490,803,051.27 and the Certificates have an Aggregate Certificate Principal Balance of $490,803,050.92.

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.

W I T N E S S E T H :

WHEREAS, the Company is a corporation duly organized and existing under and by virtue of the laws of the State of Delaware and has full corporate power and authority to enter into this Agreement and to undertake the obligations undertaken by it herein;

WHEREAS, the Servicer is a federal savings association duly organized and existing under and by virtue of the laws of the United States of America and has full power and authority to enter into this Agreement and to undertake the obligations undertaken by it herein;

WHEREAS, the Trustee is a national banking association duly organized and existing under the laws of the United States of America and has full power and authority to enter into this Agreement;

WHEREAS, the Delaware Trustee is a banking corporation duly organized and existing under the laws of the State of Delaware and has full power and authority to enter into this Agreement;

WHEREAS, prior to the execution and delivery hereof, the Company and the Delaware Trustee have entered into the Original Trust Agreement, and the Delaware Trustee has filed the Certificate of Trust;

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

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

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

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

ARTICLE I

Section 1.01. Definitions .

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

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

Appraised Value : The amount set forth in an appraisal made by or for (a) the mortgage originator in connection with its origination of each Mortgage Loan (including a Mortgage Loan originated to refinance mortgage debt), (b) with respect to a Mortgage Loan originated to refinance mortgage debt, the originator of the mortgage debt that was refinanced or (c) the Servicer.

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

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

Authorized Denomination : With respect to the Certificates (other than the Class X, Class 1-A-4, Class 7-A-2 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 1-A-4 and Class 7-A-2 Certificates, an initial Certificate Principal Balance equal to $1,000 and multiples of $1 in excess thereof. With respect to the Class C-X and Class D-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%.

Balloon Loan : Any Mortgage Loan which, by its terms, does not fully amortize the principal balance thereof by its stated maturity and thus requires a payment at the stated maturity larger than the monthly payments due thereunder.

Bankruptcy Loss : A loss on a Mortgage Loan arising out of (i) a reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of competent jurisdiction in a case under the United States Bankruptcy Code, other than any such reduction that arises out of clause (ii) of this definition of “Bankruptcy Loss,” including, without limitation, any such reduction that results in a permanent forgiveness of principal, or (ii) with