POOLING AND SERVICING AGREEMENT

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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

$452,135,714.06

Washington Mutual Mortgage Securities Corp.

Washington Mutual Mortgage Pass-Through Certificates

WMALT Series 2005-2

Cut-Off Date: March 1, 2005

This Pooling and Servicing Agreement, dated and effective as of March 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 March 21, 2005, and a Prospectus Supplement, dated March 24, 2005, of the Company (together, the “ Prospectus ”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated March 28, 2005.  The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests and the Certificates:

 

REMIC I Interests

 

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

 

REMIC II Interests

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

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 (i) the Class 1-A-3 Certificates, which will represent ownership of (x) the Class 1-A-3-M Regular Interest and (y) the applicable rights specified in the second sentence of Section 4.04(a) and (ii) the Class 2-A-2 Certificates, which will represent ownership of (x) the Class 2-A-2-M Regular Interest and (y) the applicable rights specified in the second sentence of Section 4.04(a).

As of the Cut-Off Date, the Mortgage Loans have an aggregate Principal Balance of $452,135,715.78 and the Certificates have an Aggregate Certificate Principal Balance of $452,135,714.06.

 

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

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

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

Authorized Denomination : With respect to the Certificates (other than the Class X, Class 1-A-4, Class 1-A-6, Class 2-A-3, Class 2-A-5 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-6 Certificates, an initial Certificate Principal Balance equal to $1,000 and multiples of $1,000 in excess thereof.  With respect to the Class 2-A-5 Certificates, an initial Certificate Principal Balance equal to $1,000 and multiples of $1 in excess thereof.  With respect to the Class 1-A-4, Class 2-A-3 and Class X Certificates, a Class Notional Amount as of the Cut-Off Date equal to $100,000 and multiples of $1 in excess thereof. With respect to the Class R Certificates, one Certificate with a Percentage Interest equal to 0.01% and one Certificate with a Percentage Interest equal to 99.99%.

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

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

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

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

Business Day : Any day other than a Saturday, a Sunday, or a day on which the Certificate Insurer (with respect to matters hereunder affecting the Certificate Insurer) or on which banking institutions in Stockton, California, Chicago, Illinois, New York, New York, Seattle, Washington or St. Paul, Minnesota or any city in which the Corporate Trust Office is located are authorized or obligated by law or executive order to be closed.

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

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

Buydown Fund Account : A separate account or accounts created and maintained pursuant to Section 3.02 (a) with the corporate trust department of the Trustee or another financial institution approved by the Servicer, (b) within FDIC insured accounts (or other accounts with comparable insurance coverage acceptable to the Rating Agencies) created, maintained and monitored by a Servicer or (c) in a separate non-trust account without FDIC or other insurance in an Eligible Institution. Such account or accounts may be non-interest bearing or may bear interest. In the event that a Buydown Fund Account is established pursuant to clause (b) of the preceding sentence, amounts held in such Buydown Fund Account shall not exceed the level of deposit insurance coverage on such account; accordingly, more than one Buydown Fund Account may be established.

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

Cap Counterparty :  Bank of America, N.A.

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

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

Certificate Account : The separate trust account created and maintained with the Trustee, the Investment Depository or any other bank or trust company acceptable to the Rating Agencies which is incorporated under the laws of the United States or any state thereof pursuant to Section 3.04, which account shall bear a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Trust or any other account serving a similar function acceptable to the Rating Agencies. Funds in the Certificate Account in respect of the Mortgage Loans in each of the Loan Groups and amounts withdrawn from the Certificate Account attributable to each of such Loan Groups shall be accounted for separately. Funds in the Certificate Account may be invested in Eligible Investments pursuant to Section 3.04(b) and reinvestment earnings thereon shall be paid to the Servicer as additional servicing compensation. Funds deposited in the Certificate Account (exclusive of the Servicing Fee) shall be held in trust for the Certificateholders and for the uses and purposes set forth in Section 2.01, Section 3.04, Section 3.05, Section 4.01 and Section 4.04.

Certificate Group : The Group 1 Certificates, Group 2 Certificates or Group 3 Certificates, as applicable.

Certificateholder or Holder : With respect to the Certificates, the Person in whose name a Certificate is registered in the Certificate Register, except that, solely for the purposes of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Company, the Servicer or any affiliate thereof shall be deemed not to be outstanding and the Percentage Interest evidenced thereby shall not be taken into account in determining whether the requisite percentage of Percentage Interests necessary to effect any such consent has been obtained; provided , that the Trustee may conclusively rely upon an Officer’s Certificate to determine whether any Person is an affiliate of the Company or the Servicer. For so long as no Certificate Insurer Default exists (and whether or not any payments with respect to Insured Amounts have been made), the Certificate Insurer shall be deemed to be the sole Holder of all outstanding Insured Certificates (other than the right to receive distributions on such Insured Certificates); provided , that the Certificate Insurer shall have no power without the consent of the holder of each Certificate affected thereby to: (i) reduce in any manner the amount of, or delay the timing of, distributions of principal or interest required to be made hereunder or reduce the Certificateholder's Percentage Interest, the Certificate Interest Rate or the Termination Payment with respect to the Insured Certificates; (ii) reduce the percentage of Percentage Interests specified in Section 10.01 which are required to amend this Agreement; (iii) create or permit the creation of any lien against any part of the Mortgage Pool Assets, the REMIC I Assets or the REMIC II Assets; (iv) modify any provision in any way which would permit an earlier retirement of the Certificates; or (v) amend this definition of “Certificateholder or Holder.”  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. For purposes of the definitions of “Order” and “Preference Amount” herein, “Holder” shall have the meaning set forth in the first sentence of this definition of “Certificateholder or Holder” and shall also mean a Beneficial Holder. For purposes of the Certificate Insurance Policy, “Certificateholder” shall have the meaning set forth in the first sentence of this definition of “Certificateholder or Holder” and shall also mean a Beneficial Holder.

Certificate Insurance Policy : The Financial Guaranty Insurance Policy No. D-2005-11 issued by the Certificate Insurer in respect of the Class 1-A-6 Certificates, a copy of which is attached hereto as Exhibit K.

Certificate Insurer : Assured Guaranty Corp., a Maryland domiciled insurance company and a subsidiary of Assured Guaranty Ltd., or any successor thereto.

Certificate Insurer Default : The occurrence and continuance of any one of the following: (a) the Certificate Insurer fails to make a payment required under the Certificate Insurance Policy in accordance with its terms; (b) the Certificate Insurer (i) files any petition or commences any case or any suit in equity, action at law, or other judicial or administrative proceeding under any provision or chapter of the United States Bankruptcy Code or any other similar federal or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization, (ii) makes a general assignment for the benefit of its creditors, or (iii) has an order for relief entered against it under the United States Bankruptcy Code or any other similar federal or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization which is final and nonappealable; or (c) a court of competent jurisdiction or other competent regulatory authority enters a final and nonappealable order, judgment or decree (i) appointing a custodian, trustee, agent or receiver for the Certificate Insurer or for all or any material portion of its property or (ii) authorizing the taking of possession by a custodian, trustee, agent or receiver of the Certificate Insurer (or the taking of possession of all or any material portion of the property of the Certificate Insurer).

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.

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.”

In addition to their right to receive payments from the REMIC II Available Distribution Amount on the Class 1-A-3-M Regular Interest and the Class 2-A-2-M Regular Interest, respectively, the Class 1-A-3 and Class 2-A-2 Certificates shall be entitled to receive payments, if any, as specified in the second sentence of Section 4.04(a). 

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

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

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

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

Class 1-A-3 Certificates : The Certificates designated as “Class 1-A-3” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 1-A-3 Fraction : For any Distribution Date, a fraction, the numerator of which is the Certificate Interest Rate for the Class 1-A-3-M Regular Interest for such Distribution Date and the denominator of which is 5.500%.

Class 1-A-3-L Regular Interest :  The uncertificated undivided beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.

Class 1-A-4 Certificates : The Certificates designated as “Class 1-A-4” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 1-A-4 Notional Amount :  For any Distribution Date, the Class 1-A-3 Principal Balance immediately before that Distribution Date .

Class 1-A-5 Certificates : The Certificates designated as “Class 1-A-5” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 1-A-5-L Regular Interest :  The uncertificated undivided beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.

Class 1-A-6 Additional Reimbursement Amount : The sum (to the extent not previously repaid to the Certificate Insurer) of all reasonable costs and expenses (including reasonable costs and expenses of counsel) incurred by the Certificate Insurer in connection with the enforcement, defense or preservation of any rights in respect of the transaction documentation or the Certificate Insurance Policy or the foreclosure against or sale or other disposition of any collateral or pursuit of any remedies under the transaction documentation, to the extent reported in writing by the Certificate Insurer to the Servicer and the Trustee.

Class 1-A-6 Available Funds : For any Distribution Date, the portion of the REMIC II Available Distribution Amount payable to the Class 1-A-6 Certificates pursuant to the definition of  “REMIC II Distribution Amount” herein.

Class 1-A-6 Certificates : The Certificates designated as “Class 1-A-6” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 1-A-6 Covered Payoff Shortfall Amount : For any Distribution Date, an amount equal to the portion of the amount, if any, for such Distribution Date specified in clause (iii) of the definition of “Uncompensated Interest Shortfall” that is allocated to the Class 1-A-6-L Regular Interest pursuant to such definition.

Class 1-A-6 Priority Amount : For any Distribution Date before April 2008, zero; and for any Distribution Date in or after April 2008, $10,700.

Class 1-A-6 Reimbursement Amount : All amounts previously paid by the Certificate Insurer under the Certificate Insurance Policy which have not been previously repaid to the Certificate Insurer.

Class 1-A-6 Required Distributions : With respect to any Distribution Date, the sum, without duplication, of (i) the Interest Distribution Amount for the Class 1-A-6-L Regular Interest for such Distribution Date, minus any basis risk shortfall and any shortfall attributable to the liability of the Trust, any REMIC or the Trustee for taxes or withholding taxes, including interest and penalties in respect of such liability, allocated to the Class 1-A-6 Certificates on such Distribution Date and (ii) the amount of any Realized Losses allocated to the Class 1-A-6 Certificates on such Distribution Date.

Class 1-A-6 Reserve Fund : The separate trust account maintained and held by the Trustee pursuant to Section 3.17, which account shall bear a designation clearly indicating that the funds deposited therein are held in trust solely for the benefit of the Trust on behalf of the Class 1-A-6 Certificateholders, or any other account serving a similar function acceptable to the Rating Agencies and the Certificate Insurer, and which account provides that the Trustee may make, or cause to be made, withdrawals therefrom in accordance with Section 3.17.

Class 1-A-6-L Regular Interest :  The uncertificated undivided beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.

Class 1-P Fraction : For each Class 1-P Mortgage Loan, a fraction, the numerator of which is 5.500% less the Pass-Through Rate on such Class 1-P Mortgage Loan and the denominator of which is 5.500%.

Class 1-P Mortgage Loan : Any Group 1 Loan with a Pass-Through Rate of less than 5.500% per annum.

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

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

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

Class 2-A-2 Fraction : For any Distribution Date, a fraction, the numerator of which is the Certificate Interest Rate for the Class 2-A-2-M Regular Interest for such Distribution Date and the denominator of which is 5.500%.

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

Class 2-A-3 Certificates : The Certificates designated as “Class 2-A-3” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 2-A-3 Notional Amount :  For any Distribution Date, the Class 2-A-2 Principal Balance immediately before that Distribution Date .

Class 2-A-4 Certificates : The Certificates designated as “Class 2-A-4” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 2-A-4-L Regular Interest :  The uncertificated undivided beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.

Class 2-A-5 Certificates : The Certificates designated as “Class 2-A-5” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 2-A-5-L Regular Interest :  The uncertificated undivided beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.

Class 2-A-6 Certificates : The Certificates designated as “Class 2-A-6” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 2-A-6-L Regular Interest :  The uncertificated undivided beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.

Class 2-P Fraction : For each Class 2-P Mortgage Loan, a fraction, the numerator of which is 5.500% less the Pass-Through Rate on such Class 2-P Mortgage Loan and the denominator of which is 5.500%.

Class 2-P Mortgage Loan : Any Group 2 Loan with a Pass-Through Rate of less than 5.500% per annum.

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

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

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

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

Class 3-P Fraction : For each Class 3-P Mortgage Loan, a fraction, the numerator of which is 5.500% less the Pass-Through Rate on such Class 3-P Mortgage Loan and the denominator of which is 5.500%.

Class 3-P Mortgage Loan : Any Group 3 Loan with a Pass-Through Rate of less than 5.500% per annum.

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

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

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

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

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

Class B Percentage : For any date of determination, the aggregate Class Principal Balance of the Class B Certificates divided by the then outstanding aggregate Principal Balance of the Mortgage Loans.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Class C-X Notional Amount : With respect to any Distribution Date, the product of (x) the aggregate scheduled principal balance, as of the second preceding Due Date after giving effect to payments scheduled to be received as of such Due Date, whether or not received (and after giving effect to Principal Prepayments, Monthly P&I Advances and the principal portion of Realized Losses applied prior to such Due Date), or with respect to the initial Distribution Date, as of the Cut-Off Date, of the Group 1 Premium Rate Mortgage Loans, the Group 2 Premium Rate Mortgage Loans and the Group 3 Premium Rate Mortgage Loans and (y) a fraction, the numerator of which is the weighted average of the Stripped Interest Rates for Group 1 Premium Rate Mortgage Loans, the Group 2 Premium Rate Mortgage Loans and the Group 3 Premium Rate Mortgage Loans as of such Due Date and the denominator of which is 5.500%.

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

Class Notional Amount :  With respect to any of the Class 1-A-4, Class 2-A-3 and Class C-X Certificates and the Class C-X-L Regular Interest, the related notional amount for such Class, as specified herein (e.g., the “Class Notional Amount” for the Class C-X Certificates and the Class C-X-L Regular Interest is the Class C-X Notional Amount).

Class P Certificates : The Class C-P and Class 3-P Certificates. As such term is used herein, the Class C-P Certificates are “related” to the (i) Class 1-P Mortgage Loans and (ii) Class 2-P Mortgage Loans and the Class 3-P Certificates are “related” to the Class 3-P Mortgage Loans.

Class P Fraction : Any Class 1-P, Class 2-P or Class 3-P Fraction, as applicable.

Class P Mortgage Loan : Any of the Class 1-P, Class 2-P or Class 3-P Mortgage Loans.

Class P-L Regular Interests : The Class C-P-L and Class 3-P-L Regular Interests. As such term is used herein, the Class C-P-L Regular Interest is “related” to the Class 1-P and Class 2-P Mortgage Loans and the Class 3-P-M Regular Interest is “related” to the Class 3-P Mortgage Loans.

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

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

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

The Class Principal Balance for the Class 1-A-1 Certificates shall be referred to as the “Class 1-A-1 Principal Balance,” the Class Principal Balance for the Class 1-A-1-L Regular Interest shall be referred to as the “Class 1-A-1-L Principal Balance” and so on.  The Class Principal Balances for the Class 1-A-4, Class 2-A-3 and Class X Certificates and the Class X-L Regular Interest shall each be zero.

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

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

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

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

Class X Certificates : The Class C-X Certificates.

Class X-L Regular Interest : The Class C-X-L Regular Interest.

Clean-Up Call Percentage : 10%.

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

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

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

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

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

Compensating Interest : For any Distribution Date with respect to each Loan Group and the Mortgage Loans contained therein, the least of (i) the sum of (a) 1/12 of 0.050% of the aggregate Principal Balance of the Mortgage Loans for such Loan Group for such Distribution Date , (b) the aggregate Payoff Earnings with respect to such Loan Group for such Distribution Date and (c) the aggregate Payoff Interest with respect to such Loan Group for such Distribution Date; (ii) the aggregate Uncollected Interest with respect to such Loan Group for such Distribution Date and (iii) 1/12 of 0.125% of the aggregate Principal Balance of the Mortgage Loans contained in such Loan Group immediately preceding such Distribution Date.

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

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

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

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

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

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

Corporate Trust Office : The corporate trust office of the Trustee, at which at any particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement is located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois, 60603, Attention: Global Securitization Trust Services – WMALT Series 2005-2.

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

Corresponding Class : With respect to the REMIC I Regular Interests and the REMIC II Regular Interests, the “Corresponding Class” shall be as indicated in the following table:

 

Credit Support Depletion Date : The first Distribution Date on which the aggregate Class Principal Balance of the Class B Certificates has been or will be reduced to zero as a result of principal distributions thereon and the allocation of Realized Losses on such Distribution Date.

Cumulative Carry-Forward Subsequent Recoveries Amount : For any Distribution Date and any Loan Group, the sum of (i) the Carry-Forward Subsequent Recoveries Amount for such Distribution Date for such Loan Group and (ii) the Carry-Forward Subsequent Recoveries Amounts for prior Distribution Dates for such Loan Group to the extent such Carry-Forward Subsequent Recoveries Amounts have not been applied in reduction of Realized Losses on prior Distribution Dates pursuant to the first paragraph of the definition of “Realized Loss” herein.

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

Curtailment Shortfall : For any Distribution Date and for any Curtailment applied with a Monthly Payment in the Prior Period other than a Prepaid Monthly Payment, an amount equal to one month’s interest on such Curtailment at the applicable Pass-Through Rate on such Mortgage Loan.

Custodial Account for P&I : The custodial account for principal and interest established and maintained by the Servicer pursuant to Section 3.02 either (a) with the corporate trust department of the Trustee or another financial institution approved by the Servicer such that the rights of the Servicer, the Trustee, the Trust, the Delaware Trustee, the Certificate Insurer and the Certificateholders thereto shall be fully protected against the claims of any creditors or depositors of the institution in which such account is maintained, (b) within FDIC insured accounts (or other accounts with comparable insurance coverage acceptable to the Rating Agencies) created, maintained and monitored by the Servicer or (c) as a separate account at an Eligible Institution. In the event that a Custodial Account for P&I is established pursuant to clause (b) of the preceding sentence, amounts held in such Custodial Account for P&I shall not exceed the level of deposit insurance coverage on such account; accordingly, more than one Custodial Account for P&I may be established. Any amount that is at any time not protected or insured to the extent, if any, required by the first sentence of this definition of “Custodial Account for P&I” shall promptly be withdrawn from such Custodial Account for P&I and be remitted to the Investment Account.  In the event that a Custodial Account for P&I is established pursuant to clause (c) it shall be entitled "Washington Mutual Bank, FA in trust for holders of Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2005-2."

Custodial Account for Reserves : The custodial account for reserves established and maintained by the Servicer pursuant to Section 3.02 either (a) with the corporate trust department of the Trustee or another financial institution approved by the Servicer such that the rights of the Servicer, the Trustee, the Trust, the Delaware Trustee, the Certificate Insurer and the Certificateholders thereto shall be fully protected against the claims of any creditors or depositors of the institution in which such account is maintained, (b) within FDIC insured accounts (or other accounts with comparable insurance coverage acceptable to the Rating Agencies) created, maintained and monitored by the Servicer or (c) as a separate account at an Eligible Institution. In the event that a Custodial Account for Reserves is established pursuant to clause (b) of the preceding sentence, amounts held in such Custodial Account for Reserves shall not exceed the level of deposit insurance coverage on such account; accordingly, more than one Custodial Account for Reserves may be established. Any amount that is at any time not protected or insured to the extent, if any, required the first sentence of this definition of “Custodial Account for Reserves” shall promptly be withdrawn from such Custodial Account for Reserves and be remitted to the Investment Account.  In the event that a Custodial Account for Reserves is established pursuant to clause (c) it shall be entitled " Washington Mutual Bank, FA in trust for various mortgagors and/or holders of Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2005-2."

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

Custodian : A custodian which is appointed by the Trustee with the consent of the Servicer, as provided in Article II hereof, pursuant to a Custodial Agreement. Any Custodian so appointed shall act as agent on behalf of the Trustee.  The reasonable fees and expenses of the Custodian shall be paid by the Servicer. The Trustee shall remain at all times responsible under the terms of this Agreement, notwithstanding the fact that certain duties have been assigned to a Custodian.

Cut-Off Date : March 1, 2005.

Deceased Holder : A Beneficial Holder of a Special Retail Certificate who was living at the time such Certificate was acquired and whose authorized personal representative, surviving tenant by the entirety, surviving joint tenant or surviving tenant in common or other person empowered to act on behalf of such Beneficial Holder causes to be furnished to DTC evidence of such Beneficial Holder’s death satisfactory to the Trustee and any tax waivers requested by the Trustee.

Deficiency Amount : With respect to the Insured Certificates and the Class 1-A-6-L Regular Interest, the sum of (i) for each Distribution Date, the excess, if any, of the Class 1-A-6 Required Distributions for such Distribution Date over the Class 1-A-6 Available Funds for such Distribution Date and (ii) on the Last Scheduled Distribution Date for the Insured Certificates or, with the consent of the Certificates Insurer, upon the earlier termination of the Trust pursuant to the terms hereof, the Class Principal Balance of the Insured Certificates after giving effect to any distributions on such Distribution Date (other than distributions of Insured Amounts); provided, however, that “Deficiency Amount” shall not include any additional amounts owing by the Trust solely as a result of the failure by the Trustee to pay such amount when due and payable, including, without limitation, any such additional amounts as may be attributable to penalties or default interest rates, amounts in respect of indemnification, or any other additional amounts payable by the Trust by reason of such a default.

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

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

Depositary Agreement : The Letter of Representations, dated March 25, 2005 by and among DTC, the Trust and the Trustee. The Trustee is authorized to enter into the Depositary Agreement on behalf of the Trust.

Destroyed Mortgage Note : A Mortgage Note the original of which (or a portion of the original of which) was permanently lost or destroyed and has not been replaced.

Determination Date : A day not later than the 10th day preceding a related Distribution Date, as determined by the Servicer.

Disqualified Organization :  Any Person which is not a Permitted Transferee, but does not include any Pass-Through Entity which owns or holds a Residual Certificate and of which a Disqualified Organization, directly or indirectly, may be a stockholder, partner or beneficiary.

Distribution Date : With respect to distributions on the REMIC I and REMIC II Regular Interests and the Certificates, the 25th day (or, if such 25th day is not a Business Day, the Business Day immediately succeeding such 25th day) of each month, with the first such date being April 25, 2005.  The “related Due Date” for any Distribution Date is the Due Date immediately preceding such Distribution Date.

DTC : The Depository Trust Company.

DTC Participant : A broker, dealer, bank, other financial institution or other Person for whom DTC effects book-entry transfers and pledges of securities deposited with DTC.

Due Date : The day on which the Monthly Payment for each Mortgage Loan is due.

Eligible Institution : An institution having (i) the highest short-term debt rating, and one of the two highest long-term debt ratings of the Rating Agencies, (ii) with respect to any Custodial Account for P&I and special Custodial Account for Reserves, an unsecured long-term debt rating of at least one of the two highest unsecured long-term debt ratings of the Rating Agencies, (iii) with respect to any Buydown Fund Account or Custodial Account which also serves as a Buydown Fund Account, the highest unsecured long-term debt rating by the Rating Agencies, or (iv) the approval of the Rating Agencies. Notwithstanding the foregoing, Washington Mutual Bank, FA shall be an “Eligible Institution” if the following conditions are satisfied: (i) Washington Mutual Bank, FA is acting as Servicer, (ii) if S&P is a Rating Agency as defined herein, the long-term unsecured debt obligations of Washington Mutual Bank, FA are rated no lower than “A-” by S&P and the short-term unsecured debt obligations of Washington Mutual Bank, FA are rated no lower than “A-2” by S&P, (iii) if Fitch is a Rating Agency as defined herein, the long-term unsecured debt obligations of Washington Mutual Bank, FA are rated no lower than “A” by Fitch and the short-term unsecured debt obligations of Washington Mutual Bank, FA are rated no lower than “F1” by Fitch and (iv) if Moody’s is a Rating Agency as defined herein, the long-term unsecured debt obligations of Washington Mutual Bank, FA are rated no lower than “A2” by Moody’s and the short-term unsecured debt obligations of Washington Mutual Bank, FA are rated no lower than “P-1” by Moody’s; provided, that if the long-term or short-term unsecured debt obligations of Washington Mutual Bank, FA are downgraded by any of the Rating Agencies to a rating lower than the applicable rating specified in this sentence, Washington Mutual Bank, FA shall cease to be an “Eligible Institution” ten Business Days after notification of such downgrade.

Eligible Investments : Any one or more of the obligations or securities listed below in which funds deposited in the Investment Account, the Certificate Account, the Custodial Account for P&I and the Custodial Account for Reserves may be invested:

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

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

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

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

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

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

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

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

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

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

ERISA Restricted Certificate : Any Senior Subordinate Certificate.

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

Excess Liquidation Proceeds : With respect to any Distribution Date, the sum of (i) the excess, if any, of aggregate Liquidation Proceeds received during the Prior Period over the amount that would have been received if Payoffs had been made with respect to such Mortgage Loans on the date such Liquidation Proceeds were received and (ii) any Excess Subsequent Recoveries for any Loan Group for such Distribution Date.

Excess Subsequent Recoveries : For any Distribution Date and any Loan Group, the excess, if any, of (i) amounts received by the Servicer during the Prior Period (after deduction of amounts reimbursable under Section 3.05(a)(i) and (ii)) in connection with the liquidation of defaulted Mortgage Loans in such Loan Group after such Mortgage Loans became Liquidated Mortgage Loans over (ii) the Subsequent Recoveries for such Distribution Date for such Loan Group.

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

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

FHA : Federal Housing Administration, or any successor thereto.

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

Final Yield Maintenance Payment Date : For the Class 1-A-3 Certificates, the Distribution Date in May 2016; and for the Class 2-A-2 Certificates, the Distribution Date in February 2012.

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

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

Group 1 Certificates : The Group 1-A Certificates.

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

Group 1 Lockout Adjusted Percentage : (i) For any Distribution Date occurring before April 2010, 0% and (ii) for any Distribution Date occurring in or after April 2010, the Group 1 Lockout Percentage.

Group 1 Lockout Liquidation Amount : For any Distribution Date, the aggregate, for each Group 1 Loan which became a Liquidated Mortgage Loan during the Prior Period, of the lesser of (i) the Group 1 Lockout Adjusted Percentage of the Principal Balance of such Mortgage Loan (exclusive of the Class 1-P Fraction thereof, with respect to any Class 1-P Mortgage Loan) and (ii) the Group 1 Lockout Adjusted Percentage of the Liquidation Principal with respect to such Mortgage Loan.

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

Group 1 Lockout Prepayment Percentage : For any Distribution Date, the product of (i) the Group 1 Lockout Percentage and (ii) the Step Down Percentage.

Group 1 Lockout Priority Amount : For any Distribution Date, the sum of (i) the Group 1 Lockout Adjusted Percentage of the Principal Payment Amount for Loan Group 1 (exclusive of the portion thereof attributable to principal distributions to the Class C-P-L Regular Interest pursuant to clauses (I)(a)(i) and (II)(a)(i) of the definition of “REMIC I Distribution Amount”) , (ii) the Group 1 Lockout Prepayment Percentage of the Principal Prepayment Amount for Loan Group 1 (exclusive of the portion thereof attributable to principal distributions to the Class C-P-L Regular Interest pursuant to clauses (I)(a)(i) and (II)(a)(i) of the definition of “REMIC I Distribution Amount”) and (iii) the Group 1 Lockout Liquidation Amount.

Group 1 Premium Rate Mortgage Loans :  The Group 1 Loans having Pass-Through Rates greater than or equal to 5.500% per annum.

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

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

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

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

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

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

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

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

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

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

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