WASHINGTON MUTUAL MORTGAGE SECURITIES CORP., as Depositor and Master Servicer and DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee and DEUTSCHE BANK TRUST COMPANY DELAWARE, as Delaware Trustee POOLING AND SERVICING AGREEMENT $3,267,405,771.83 Washington Mutual Mortgage Securities Corp. WaMu Mortgage

Pooling and Servicing Agreement

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DEUTSCHE BANK NATIONAL TRUST COMPANY | DEUTSCHE BANK TRUST COMPANY | Washington Mutual Mortgage Securities Corp

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Title: WASHINGTON MUTUAL MORTGAGE SECURITIES CORP., as Depositor and Master Servicer and DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee and DEUTSCHE BANK TRUST COMPANY DELAWARE, as Delaware Trustee POOLING AND SERVICING AGREEMENT $3,267,405,771.83 Washington Mutual Mortgage Securities Corp. WaMu Mortgage
Governing Law: Delaware Date: 2/10/2005

WASHINGTON MUTUAL MORTGAGE SECURITIES CORP., as Depositor and Master Servicer and DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee and DEUTSCHE BANK TRUST COMPANY DELAWARE, as Delaware Trustee POOLING AND SERVICING AGREEMENT $3,267,405,771.83 Washington Mutual Mortgage Securities Corp. WaMu Mortgage, Parties: deutsche bank national trust company , deutsche bank trust company , washington mutual mortgage securities corp

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EXHIBIT 4.1

EXECUTION VERSION

WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.,

as Depositor and Master Servicer

and

DEUTSCHE BANK NATIONAL TRUST COMPANY,

as Trustee

and

DEUTSCHE BANK TRUST COMPANY DELAWARE,

as Delaware Trustee

POOLING AND SERVICING AGREEMENT

$3,267,405,771.83

Washington Mutual Mortgage Securities Corp.

WaMu Mortgage Pass-Through Certificates

Series 2005-AR2

Cut-Off Date: January 1, 2005

Table of Contents

	Page

ARTICLE I	8
Section 1.01. Definitions	8
Adjusted Cap Rate	9
Aggregate Certificate Principal Balance	9
Appraised Value	9
Assignment of Proprietary Lease	10
Authenticating Agent	10
Authorized Denomination	10
Bankruptcy Loss	10
Beneficial Holder	10
Benefit Plan Opinion	10
Book-Entry Certificates	11
BSFP	11
Business Day	11
Buydown Agreement	11
Buydown Fund	11
Buydown Fund Account	11
Buydown Loan	11
Cap Strike Rate	11
Carry-Forward Subsequent Recoveries Amount	12
Carryover Shortfall Amount	12
Carryover Shortfall Payment	12
Certificate	12
Certificate Account	12
Certificateholder or Holder	12
Certificate Interest Rate	13
Certificate of Trust	13
Certificate Principal Balance	13
Certificate Register and Certificate Registrar	13
Class	13
Class A Certificates	14
Class A-L Regular Interests	14
Class 1-A-1A Certificates	14
Class 1-A-1A-L Regular Interest	14
Class 1-A-1B Certificates	14
Class 1-A-1B-L Regular Interest	14
Class 2-A-L Regular Interests	14
Class 2-A-1A Certificates	14
Class 2-A-1A-L Regular Interest	15
Class 2-A-1B Certificates	15
Class 2-A-1B-L Regular Interest	15
Class 2-A-2A1 Certificates	15
Class 2-A-2A1-L Regular Interest	15
Class 2-A-2A2 Certificates	15
Class 2-A-2A2-L Regular Interest	15
Class 2-A-2A3 Certificates	15
Class 2-A-2A3-L Regular Interest	15
Class 2-A-2B Certificates	15
Class 2-A-2B-L Regular Interest	15
Class 2-A-3 Certificates	15
Class 2-A-3-L Regular Interest	15
Class B Certificates	15
Class B-1 Certificates	16
Class B-1-L Regular Interest	16
Class B-2 Certificates	16
Class B-2-L Regular Interest	16
Class B-3 Certificates	16
Class B-3-L Regular Interest	16
Class B-4 Certificates	16
Class B-4-L Regular Interest	16
Class B-5 Certificates	16
Class B-5-L Regular Interest	16
Class B-6 Certificates	16
Class B-6-L Regular Interest	16
Class B-7 Certificates	16
Class B-7-L Regular Interest	16
Class B-8 Certificates	17
Class B-8-L Regular Interest	17
Class B-9 Certificates	17
Class B-9-L Regular Interest	17
Class B-10 Certificates	17
Class B-10-L Regular Interest	17
Class B-11 Certificates	17
Class B-11-L Regular Interest	17
Class B-12 Certificates	17
Class B-12-L Regular Interest	17
Class B Weighted Average Pass-Through Rate	17
Class LT Principal Reduction Amounts	17
Class LT Regular Interests	18
Class LT1 Regular Interest	18
Class LT2 Principal Distribution Amount	18
Class LT2 Regular Interest	18
Class LT3 Principal Distribution Amount	18
Class LT3 Regular Interest	18
Class LT4 Principal Distribution Amount	18
Class LT4 Regular Interest	18
Class LT5 Principal Distribution Amount	18
Class LT5 Regular Interest	18
Class LT6 Principal Distribution Amount	18
Class LT6 Regular Interest	18
Class LT7 Principal Distribution Amount	18
Class LT7 Regular Interest	18
Class LT8 Principal Distribution Amount	19
Class LT8 Regular Interest	19
Class LTY1 Principal Distribution Amount	19
Class LTY1 Regular Interest	19
Class LTY2 Principal Distribution Amount	19
Class LTY2 Regular Interest	19
Class Notional Amount	19
Class Principal Balance	19
Class R Certificates	20
Class R Residual Interests	20
Class R-1 Residual Interest	20
Class R-2 Residual Interest	21
Class R-3 Residual Interest	21
Class X Certificates	21
Class X-L Notional Amount	21
Class X-L Regular Interest	21
Class X PO Component	21
Class X PO-1 Component	21
Class X PO-2 Component	21
Class Y Certificates	21
Class Y Regular Interests	21
Class Y-1 Regular Interest	21
Class Y-1 Principal Distribution Amount	22
Class Y-2 Regular Interest	22
Class Y-2 Principal Distribution Amount	22
Class Y Principal Reduction Amounts	22
Class Z Regular Interests	22
Class Z Principal Reduction Amounts	22
Class Z-1 Regular Interest	22
Class Z-1 Principal Distribution Amount	22
Class Z-2 Regular Interest	22
Class Z-2 Principal Distribution Amount	22
Clean-Up Call Option Date	23
Clean-Up Call Percentage	23
Clearing Agency	23
Closing Date	23
Code	23
Company	23
Compensating Interest	23
Cooperative	23
Cooperative Apartment	23
Cooperative Lease	23
Cooperative Loans	23
Cooperative Stock	24
Cooperative Stock Certificate	24
Corporate Trust Office	24
Corporation	24
Corresponding Class	24
Credit Support Depletion Date	24
Cumulative Carry-Forward Subsequent Recoveries Amount	24
Curtailment	25
Curtailment Shortfall	25
Custodial Account for P&I	25
Custodial Account for Reserves	25
Custodial Agreement	26
Custodian	26
Cut-Off Date	26
Definitive Certificates	26
Delaware Trustee	26
Depositary Agreement	26
Destroyed Mortgage Note	26
Determination Date	26
Disqualified Organization	26
Distribution Date	26
DTC	26
DTC Participant	26
Due Date	26
Eligible Institution	27
Eligible Investments	27
ERISA	28
ERISA Restricted Certificate	28
Event of Default	28
Excess Liquidation Proceeds	28
Excess Subsequent Recoveries	29
Fannie Mae	29
FDIC	29
FHA	29
Final Maturity Date	29
Fitch:	29
Freddie Mac	29
Group B Certificates	29
Group B Percentage	29
Group B-L Regular Interests	29
Group I Certificates	29
Group I-A Certificates	29
Group I-A-L Regular Interests	29
Group I Loans	30
Group I-L Regular Interests	30
Group I Senior Liquidation Amount	30
Group I Senior Percentage	30
Group I Senior Prepayment Percentage or Group II Senior Prepayment Percentage	30
Group I Senior Principal Distribution Amount	33
Group I Subordinate Balance	33
Group I Subordinate Percentage	33
Group I Subordinate Prepayment Percentage	33
Group I Uncompensated Interest Shortfall Fraction	33
Group II Certificates	33
Group II-A Certificates	33
Group II-A-L Regular Interests	33
Group II Loans	33
Group II-L Regular Interests	33
Group II Senior Liquidation Amount	33
Group II Senior Percentage	34
Group II Senior Prepayment Percentage	34
Group II Senior Principal Distribution Amount	34
Group II Subordinate Balance	34
Group II Subordinate Percentage	34
Group II Subordinate Prepayment Percentage	34
Group II Uncompensated Interest Shortfall Fraction	34
Index	34
Indirect DTC Participants	34
Initial Custodial Agreement	34
Initial Custodian	35
Insurance Proceeds	35
Interest Distribution Amount	35
Interest Rate Adjustment Date	35
Interest Transfer Amount	35
Investment Account	35
Investment Depository	36
Junior Subordinate Certificates	36
Last Scheduled Distribution Date	36
Lender	36
LIBOR	36
LIBOR Determination Date	36
Liquidated Mortgage Loan	36
Liquidation Principal	36
Liquidation Proceeds	36
Loan Group	36
Loan Group I	36
Loan Group I Weighted Average Pass-Through Rate	36
Loan Group II	36
Loan Group II Weighted Average Pass-Through Rate	37
Loan-to-Value Ratio	37
Lowest Class B Owner	37
Marker Rate	37
Master Servicer	37
Master Servicer Business Day	37
Master Servicing Fee	37
Master Servicing Fee Rate	37
MERS	37
MERS Loan	37
MERS® System	37
MIN	37
Minimum Monthly Payment	38
MOM Loan	38
Monthly P&I Advance	38
Monthly Payment	38
Monthly Payment Adjustment Terms	38
Moody’s	38
Mortgage	38
Mortgage File	38
Mortgage Interest Rate	41
Mortgage Loan Margin	41
Mortgage Loan Schedule	41
Mortgage Loans	41
Mortgage Note	42
Mortgage Pool	42
Mortgage Pool Assets	42
Mortgaged Property	42
Mortgagor	42
Negative Amortization Amount	42
Net Negative Amortization Amount	42
No-Delay Accrual Period	43
Nonrecoverable Advance	43
Non-U.S. Person	43
Notice Addresses	43
Novation Agreement	44
OTS	44
Officer’s Certificate	44
One-Year MTA	44
Opinion of Counsel	44
Original Trust Agreement	44
Original Value	44
Overcollateralized Group	44
Ownership Interest	44
Pass-Through Entity	45
Pass-Through Rate	45
Paying Agent	45
Payoff	45
Payoff Earnings	45
Payoff Interest	45
Payoff Period	45
Percentage Interest	46
Permitted Transferee	46
Person	47
Prepaid Monthly Payment	47
Primary Insurance Policy	47
Principal Balance	47
Principal Payment	48
Principal Payment Amount	48
Principal Prepayment	48
Principal Prepayment Amount	48
Prior Period	48
Pro Rata Allocation	48
Prospectus	48
Purchase Obligation	48
Purchase Price	48
Qualified Insurer	49
Rate Ceiling	49
Rating Agency	49
Ratings	49
Realized Loss	49
Recognition Agreement	52
Record Date	52
Regular Interests	52
Relief Act Shortfall	52
Reference Banks	52
REMIC	52
REMIC Provisions	52
REMIC I	52
REMIC I Assets	52
REMIC I Available Distribution Amount	53
REMIC I Distribution Amount	53
REMIC I Principal Distribution Amount	55
REMIC I Regular Interests	55
REMIC II	55
REMIC II Assets	55
REMIC II Available Distribution Amount	55
REMIC II Distribution Amount	55
REMIC II Regular Interests	57
REMIC III	57
REMIC III Assets	57
REMIC III Available Distribution Amount	57
REMIC III Distribution Amount	58
REMIC III Regular Interests	65
Residual Certificates	65
Residual Distribution Amount	65
Responsible Officer	66
ROV Mortgage Loan	66
S&P	66
Secretary of State	66
Securities Act	66
Security Agreement	66
Selling and Servicing Contract	66
Senior Certificates	66
Senior Regular Interests	66
Senior Subordinate Certificates	67
Servicer	67
Servicing Fee	67
Servicing Fee Rate	67
Servicing Officer	67
Special Primary Insurance Policy	67
Special Primary Insurance Premium	67
Statutory Trust Statute	67
Streamlined Mortgage Loan	67
Subordinate Certificates	67
Subordinate Component Balance	67
Subordinate Liquidation Amount	68
Subordinate Percentage	68
Subordinate Principal Distribution Amount	68
Subordinate Principal Prepayments Distribution Amount	68
Subordination Level	69
Subsequent Recoveries	69
Substitute Mortgage Loan	69
Tax Matters Person	69
Termination Date	69
Termination Payment	69
Total Transfer Amount	70
Transfer	70
Transferee	70
Transferee Affidavit and Agreement	70
Trust	70
Trustee	70
Uncollected Interest	70
Uncompensated Interest Shortfall	70
Undercollateralized Group	71
Underwriters	71
Underwriting Standards	71
Uninsured Cause	71
U.S. Person	71
VA	71
Weighted Average Pass-Through Rate	71
Withdrawal Date	71
Yield Maintenance Account	71
Yield Maintenance Agreements	72
Yield Maintenance Available Payment Amount	72
Yield Maintenance Notional Balance	72
Yield Maintenance Payment	72
ARTICLE II Creation of the Trust; Conveyance of the Mortgage Pool Assets, the REMIC I and REMIC II Regular Interests; REMIC Election and Designations; Original Issuance of Certificates	73
Section 2.01. Creation of the Trust	73
Section 2.02. Restrictions on Activities of the Trust	74
Section 2.03. Separateness Requirements	75
Section 2.04. Conveyance of Mortgage Pool Assets; Security Interest	76
Section 2.05. Delivery of Mortgage Files	77
Section 2.06. REMIC Election for REMIC I	79
Section 2.07. Acceptance by Trustee	80
Section 2.08. Representations and Warranties of the Company Concerning the Mortgage Loans	82
Section 2.09. Acknowledgment of Transfer of Mortgage Pool Assets	88
Section 2.10. Conveyance of REMIC II Assets; Security Interest	88
Section 2.11. REMIC Election for REMIC II	89
Section 2.12. Acknowledgement of Transfer of REMIC II Assets	90
Section 2.13. Conveyance of REMIC III Assets; Security Interest	90
Section 2.14. REMIC Election for REMIC III	91
Section 2.15. Acknowledgement of Transfer of REMIC III Assets; Authentication of Certificates	93
Section 2.16. Legal Title	94
Section 2.17. Compliance with ERISA Requirements	94
Section 2.18. Additional Representation of the Company Concerning the Mortgage Loans	94
Section 2.19. Distributions to Certain Class A Certificates Outside of REMIC III	94
ARTICLE III Administration and Servicing of Mortgage Loans	94
Section 3.01. The Company to Act as Master Servicer	94
Section 3.02. Custodial Accounts and Buydown Fund Accounts	97
Section 3.03. The Investment Account; Eligible Investments	98
Section 3.04. The Certificate Account	99
Section 3.05. Permitted Withdrawals from the Certificate Account, the Investment Account and Custodial Accounts for P&I and of Buydown Funds from the Buydown Fund Accounts	100
Section 3.06. Maintenance of Primary Insurance Policies; Collections Thereunder	102
Section 3.07. Maintenance of Hazard Insurance	102
Section 3.08. Enforcement of Due-on-Sale Clauses; Assumption Agreements	103
Section 3.09. Realization Upon Defaulted Mortgage Loans	104
Section 3.10. Trustee to Cooperate; Release of Mortgage Files	106
Section 3.11. Compensation to the Master Servicer and the Servicers	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. Yield Maintenance Account	108
Section 3.17. [Reserved.]	109
Section 3.18. [Reserved.]	109
Section 3.19. Determination of LIBOR by Master Servicer.	109
Section 3.20. Assumption or Termination of Selling and Servicing Contracts by Trustee	110
ARTICLE IV Payments to Certificateholders; Payment of Expenses	111
Section 4.01. Distributions to Holders of REMIC I Regular Interests and Class R-1 Residual Interest	111
Section 4.02. Advances by the Master Servicer; Distribution Reports to the Trustee	111
Section 4.03. Nonrecoverable Advances	113
Section 4.04. Distributions to Holders of REMIC II Regular Interests and Class R-2 Residual Interest	113
Section 4.05. Distributions to Certificateholders; Payment of Special Primary Insurance Premiums	114
Section 4.06. Statements to Certificateholders	115
ARTICLE V The Certificates	116
Section 5.01. The Certificates	116
Section 5.02. Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized Denominations	122
Section 5.03. Registration of Transfer and Exchange of Certificates	123
Section 5.04. Mutilated, Destroyed, Lost or Stolen Certificates	123
Section 5.05. Persons Deemed Owners	124
Section 5.06. Temporary Certificates	124
Section 5.07. Book-Entry for Book-Entry Certificates	124
Section 5.08. Notices to Clearing Agency	125
Section 5.09. Definitive Certificates	125
Section 5.10. Office for Transfer of Certificates	126
Section 5.11. Nature of Certificates	126
ARTICLE VI The Company and the Master Servicer	127
Section 6.01. Liability of the Company and the Master Servicer	127
Section 6.02. Merger or Consolidation of the Company, or the Master Servicer	127
Section 6.03. Limitation on Liability of the Company, the Master Servicer and Others	127
Section 6.04. The Company and the Master Servicer not to Resign	128
Section 6.05. Trustee Access.	128
ARTICLE VII Default	128
Section 7.01. Events of Default	128
Section 7.02. Trustee to Act; Appointment of Successor	131
Section 7.03. Notification to Certificateholders	132
ARTICLE VIII Concerning the Trustees	132
Section 8.01. Duties of Trustees	132
Section 8.02. Certain Matters Affecting the Trustees	133
Section 8.03. Trustees Not Liable for Certificates or Mortgage Loans	135
Section 8.04. Trustees May Own Certificates	135
Section 8.05. The Master Servicer to Pay Trustees’ Fees and Expenses	135
Section 8.06. Eligibility Requirements for Trustees	135
Section 8.07. Resignation and Removal of Trustees	136
Section 8.08. Successor Trustee	137
Section 8.09. Merger or Consolidation of Trustee	137
Section 8.10. Appointment of Co-Trustee or Separate Trustee	137
Section 8.11. Authenticating Agents	138
Section 8.12. Paying Agents	139
Section 8.13. Duties of Delaware Trustee	140
Section 8.14. Amendment to Certificate of Trust	140
Section 8.15. Yield Maintenance Agreement and Novation Agreement	140
ARTICLE IX Termination	141
Section 9.01. Termination Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans	141
Section 9.02. Additional Termination Requirements	143
Section 9.03. Trust Irrevocable	143
ARTICLE X Miscellaneous Provisions	143
Section 10.01. Amendment	143
Section 10.02. Recordation of Agreement	145
Section 10.03. Limitation on Rights of Certificateholders	145
Section 10.04. Access to List of Certificateholders	146
Section 10.05. Governing Law	146
Section 10.06. Notices	146
Section 10.07. Severability of Provisions	147
Section 10.08. Counterpart Signatures	147
Section 10.09. Benefits of Agreement	147
Section 10.10. Notices and Copies to Rating Agencies	147

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 Selling And Servicing Contract

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)

Exhibit P Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(d)

This Pooling and Servicing Agreement, dated and effective as of January 1, 2005 (this “ Agreement ”), is executed by and among Washington Mutual Mortgage Securities Corp., as depositor and as Master Servicer (the “ Company ”), Deutsche Bank National Trust Company, a national banking association with a corporate trust office at 1761 East St. Andrew Place, Santa Ana, CA 92705, as Trustee (the “ Trustee ”), and Deutsche Bank Trust Company Delaware, as Delaware Trustee (the “ Delaware Trustee ”). Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in Article I hereof.

PRELIMINARY STATEMENT

The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trust. On the Closing Date, the Company will acquire the REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R Certificates) and the Class R-3 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC II Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust of the REMIC I Regular Interests, (iv) the issuance to the Company of the REMIC II Regular Interests and the Class R-2 Residual Interest representing in the aggregate the entire beneficial interest in REMIC II, (v) the conveyance to the Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the REMIC III Regular Interests and the Certificates, such REMIC III Regular Interests and the Class R-3 Residual Interest representing in the aggregate the entire beneficial interest in REMIC III. The Company is 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 and Class Y Certificates, have been offered for sale pursuant to a Prospectus, dated February 10, 2004, and a Prospectus Supplement, dated January 21, 2005, of the Company (together, the “ Prospectus ”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated January 18, 2005. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests and the Class R Residual Interests:

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 Y-1	Regular	Variable (2)	$ 254,187.73	January 2045
Class Y-2	Regular	Variable (3)	1,379,508.25	January 2045
Class Z-1	Regular	Variable (2)	508,121,273.36	January 2045
Class Z-2	Regular	Variable (3)	2,757,650,702.48	January 2045
Class R-1†	Residual	3.775%	100.00	January 2045

* The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan in the related Loan Group 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 and the Class R-1 Residual Interest on each Distribution Date will have accrued at the applicable per annum Certificate Interest Rate on the applicable Class Principal Balance outstanding immediately before such Distribution Date.
(2) For each Distribution Date, the Certificate Interest Rate on the Class Y-1 and Class Z-1 Regular Interests shall equal the Loan Group I Weighted Average Pass-Through Rate for such Distribution Date.
(3) For each Distribution Date, the Certificate Interest Rate on the Class Y-2 and Class Z-2 Regular Interests shall equal the Loan Group II Weighted Average Pass-Through Rate for such Distribution Date.

As provided herein, with respect to REMIC I, the Company 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 REMIC II Regular Interest and the Class R-2 Residual Interest	Type of Interest	Certificate Interest Rate (1)	Initial Class Principal Balance	Final Maturity Date*
	Class LT1	Regular	Variable (2)	$ 508,038,575.93	January 2045
	Class LTY1	Regular	Variable (3)	254,187.73	January 2045
	Class LT2	Regular	Variable (2)	18,977.67	January 2045
	Class LT3	Regular	Variable (4)	31,859.88	January 2045
	Class LT4	Regular	Variable (5)	31,859.88	January 2045
	Class LT5	Regular	Variable (6)	2,757,197,176.23	January 2045
	Class LTY2	Regular	Variable (7)	1,379,508.25	January 2045
	Class LT6	Regular	Variable (6)	98,279.79	January 2045
	Class LT7	Regular	Variable (4)	177,623.23	January 2045
	Class LT8	Regular	Variable (8)	177,623.23	January 2045
	Class R-2†	Residual	-----	-----	January 2045

* The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan matures. For federal income tax purposes, for each Class of REMIC II Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date.
† The Class R‑2 Residual Interest is entitled to receive the applicable Residual Distribution Amount.
(1) Interest distributed to the REMIC II Regular Interests (other than the Class LT3 and Class LT7 Regular Interests, which shall not be entitled to receive any distributions of interest) and the Class R-2 Residual Interest on each Distribution Date will have accrued at the applicable per annum Certificate Interest Rate on the applicable Class Principal Balance outstanding immediately before such Distribution Date.
(2) For each Distribution Date, the Certificate Interest Rate on the Class LT1 and Class LT2 Regular Interests shall equal the Loan Group I Weighted Average Pass-Through Rate for such Distribution Date.
(3) For each Distribution Date, the Certificate Interest Rate on the Class LTY1 Regular Interest shall equal the Loan Group I Weighted Average Pass-Through Rate for such Distribution Date. (4) The Class LT3 and Class LT7 Regular Interest shall not be entitled to receive any distributions of interest.
(5) For each Distribution Date, the Certificate Interest Rate on the Class LT4 Regular Interest shall equal two (2) times the Loan Group I Weighted Average Pass-Through Rate for such Distribution Date.
(6) For each Distribution Date, the Certificate Interest Rate on the Class LT5 and Class LT6 Regular Interests shall equal the Loan Group II Weighted Average Pass-Through Rate for such Distribution Date.
(7) For each Distribution Date, the Certificate Interest Rate on the Class LTY2 Regular Interest shall equal the Loan Group II Weighted Average Pass-Through Rate for such Distribution Date. (8) For each Distribution Date, the Certificate Interest Rate on the Class LT4 Regular Interest shall equal two (2) times the Loan Group II Weighted Average Pass-Through Rate for such Distribution Date.

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

REMIC III Interests

	Class Designation for each Class of REMIC III Regular Interests and the Class R-3 Residual Interest	Type of Interest	Certificate Interest Rate (1)	Initial Class Principal Balance	Final Maturity Date*
	Class 1-A-1A-L	Regular	Variable (2) (20)	$412,241,000.00	January 2045
	Class 1-A-1B-L	Regular	Variable (3) (20)	45,805,000.00	January 2045
	Class 2-A-1A-L	Regular	Variable (4) (20)	609,705,000.00	January 2045
	Class 2-A-1B-L	Regular	Variable (5) (20)	406,478,000.00	January 2045
	Class 2-A-2A1-L	Regular	Variable (6) (20)	656,975,000.00	January 2045
	Class 2-A-2A2-L	Regular	Variable (7) (20)	391,500,000.00	January 2045
	Class 2-A-2A3-L	Regular	Variable (8) (20)	149,772,000.00	January 2045
	Class 2-A-2B-L	Regular	Variable (9) (20)	211,456,000.00	January 2045
	Class 2-A-3-L	Regular	Variable (10) (20)	60,000,000.00	January 2045
	Class X-L	Regular	Variable (11) (20)	0.00 (12)	January 2045
	Class B-1-L	Regular	Variable (13) (20)	137,230,000.00	January 2045
	Class B-2-L	Regular	Variable (14) (20)	42,475,000.00	January 2045
	Class B-3-L	Regular	Variable (15) (20)	16,336,000.00	January 2045
	Class B-4-L	Regular	Variable (16) (20)	16,336,000.00	January 2045
	Class B-5-L	Regular	Variable (17) (20)	13,069,000.00	January 2045
	Class B-6-L	Regular	Variable (18) (20)	16,336,000.00	January 2045
	Class B-7-L	Regular	Variable (19) (20)	6,534,000.00	January 2045
	Class B-8-L	Regular	Variable (19) (20)	6,534,000.00	January 2045
	Class B-9-L	Regular	Variable (19) (20)	9,802,000.00	January 2045
	Class B-10-L	Regular	Variable (19) (20)	19,604,000.00	January 2045
	Class B-11-L	Regular	Variable (19) (20)	22,871,000.00	January 2045
	Class B-12-L	Regular	Variable (19) (20)	16,346,671.83	January 2045
	Class R-3 (21)	Residual	-----	-----	January 2045

* The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan matures. For federal income tax purposes, for each Class of REMIC III Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date.
(1) Interest distributed to the REMIC III Regular Interests on each Distribution Date will have accrued at the applicable per annum Certificate Interest Rate on the applicable Class Principal Balance (or, in the case of the Class X-L Regular Interest, at the Class X-L Notional Amount) outstanding immediately before such Distribution Date.
(2) The Certificate Interest Rate on the Class 1-A-1A-L Regular Interest for (i) the initial Distribution Date shall equal 2.87438%; (ii) each Distribution Date, other than the initial Distribution Date, on or before the Clean-Up Call Option Date, shall equal the least of (a) the Loan Group I Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.330% and (c) 10.50%; and (iii) each Distribution Date after the Clean-Up Call Option Date, shall equal the least of (a) the Loan Group I Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.660% and (c) 10.50%.
(3) The Certificate Interest Rate on the Class 1-A-1B-L Regular Interest for (i) the initial Distribution Date shall equal 2.93438%; (ii) each Distribution Date, other than the initial Distribution Date, on or before the Clean-Up Call Option Date, shall equal the least of (a) the Loan Group I Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.390% and (c) 10.50%; and (iii) each Distribution Date after the Clean-Up Call Option Date, shall equal the least of (a) the Loan Group I Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.780% and (c) 10.50%.
(4) The Certificate Interest Rate on the Class 2-A-1A-L Regular Interest for (i) the initial Distribution Date shall equal 2.85438%; (ii) each Distribution Date, other than the initial Distribution Date, on or before the Clean-Up Call Option Date, shall equal the least of (a) the Loan Group II Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.310% and (c) 10.50%; and (iii) each Distribution Date after the Clean-Up Call Option Date, shall equal the least of (a) the Loan Group II Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.620% and (c) 10.50%.
(5) The Certificate Interest Rate on the Class 2-A-1B-L Regular Interest for (i) the initial Distribution Date shall equal 2.91438%; (ii) each Distribution Date, other than the initial Distribution Date, on or before the Clean-Up Call Option Date, shall equal the least of (a) the Loan Group II Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.370% and (c) 10.50%; and (iii) each Distribution Date after the Clean-Up Call Option Date, shall equal the least of (a) the Loan Group II Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.740% and (c) 10.50%.
(6) The Certificate Interest Rate on the Class 2-A-2A1-L Regular Interest for (i) the initial Distribution Date shall equal 2.87438%; (ii) each Distribution Date, other than the initial Distribution Date, on or before the Clean-Up Call Option Date, shall equal the least of (a) the Loan Group II Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.330% and (c) 10.50%; and (iii) each Distribution Date after the Clean-Up Call Option Date, shall equal the least of (a) the Loan Group II Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.660% and (c) 10.50%.
(7) The Certificate Interest Rate on the Class 2-A-2A2-L Regular Interest for (i) the initial Distribution Date shall equal 2.76438%; (ii) each Distribution Date, other than the initial Distribution Date, on or before the Clean-Up Call Option Date, shall equal the least of (a) the Loan Group II Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.220% and (c) 10.50%; and (iii) each Distribution Date after the Clean-Up Call Option Date, shall equal the least of (a) the Loan Group II Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.440% and (c) 10.50%.
(8) The Certificate Interest Rate on the Class 2-A-2A3-L Regular Interest for (i) the initial Distribution Date shall equal 2.92438%; (ii) each Distribution Date, other than the initial Distribution Date, on or before the Clean-Up Call Option Date, shall equal the least of (a) the Loan Group II Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.380% and (c) 10.50%; and (iii) each Distribution Date after the Clean-Up Call Option Date, shall equal the least of (a) the Loan Group II Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.760% and (c) 10.50%.
(9) The Certificate Interest Rate on the Class 2-A-2B-L Regular Interest for (i) the initial Distribution Date shall equal 2.92438%; (ii) each Distribution Date, other than the initial Distribution Date, on or before the Clean-Up Call Option Date, shall equal the least of (a) the Loan Group II Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.380% and (c) 10.50%; and (iii) each Distribution Date after the Clean-Up Call Option Date, shall equal the least of (a) the Loan Group II Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.760% and (c) 10.50%.
(10) The Certificate Interest Rate on the Class 2-A-3-L Regular Interest for (i) the initial Distribution Date shall equal 2.89438%; (ii) each Distribution Date, other than the initial Distribution Date, on or before the Clean-Up Call Option Date, shall equal the lesser of (a) the Loan Group II Weighted Average Pass-Through Rate for such Distribution Date and (b) LIBOR plus 0.350%; and (iii) each Distribution Date after the Clean-Up Call Option Date, shall equal the lesser of (a) the Loan Group II Weighted Average Pass-Through Rate for such Distribution Date and (b) LIBOR plus 0.700%.
(11) For each Distribution Date, the Class X-L Regular Interest shall accrue interest on the Class X-L Notional Amount. For each Distribution Date, the Certificate Interest Rate on the Class X-L Regular Interest shall equal the excess, if any, of (i) the Weighted Average Pass-Through Rate for such Distribution Date over (ii) the product of (a) the weighted average of the Certificate Interest Rates on the REMIC III Regular Interests (other than the Class X-L Regular Interest), multiplying the Certificate Interest Rates on the Class A-L Regular Interests by a fraction, the numerator being the actual number of days in the accrual period and the denominator being 30 and (b) a fraction, the numerator of which is the aggregate Class Principal Balance of the REMIC III Regular Interests (other than the Class X-L Regular Interest) immediately before that Distribution Date and the denominator of which is the aggregate principal balance of the Mortgage Loans as of the second preceding Due Date. For REMIC purposes, the foregoing rate is equal to a rate per annum equal to the percentage equivalent of a fraction, the numerator of which is the sum of the amounts calculated pursuant to clauses (1) through (8) below, and the denominator of which is the aggregate Principal Balances of the REMIC II Regular Interests. For purposes of calculating the Pass-Through Rate for the Class X Certificates, the numerator is equal to the sum of the following components: 1. the Certificate Interest Rate for REMIC II Regular Interest LT1 minus the related Marker Rate, applied to a notional amount equal to the Class Principal Balance of REMIC II Regular Interest LT1; 2. the Certificate Interest Rate for REMIC II Regular Interest LT2 minus the related Marker Rate, applied to a notional amount equal to the Class Principal Balance of REMIC II Regular Interest LT2; 3. the Certificate Interest Rate for REMIC II Regular Interest LT4 minus twice the related Marker Rate, applied to a notional amount equal to the Class Principal Balance of REMIC II Regular Interest LT4; 4. the Certificate Interest Rate for REMIC II Regular Interest LTY1 minus the related Marker Rate, applied to a notional amount equal to the Class Principal Balance of REMIC II Regular Interest LTY1; 5. the Certificate Interest Rate for REMIC II Regular Interest LT5 minus the related Marker Rate, applied to a notional amount equal to the Class Principal Balance of REMIC II Regular Interest LT5; 6. the Certificate Interest Rate for REMIC II Regular Interest LT6 minus the related Marker Rate, applied to a notional amount equal to the Class Principal Balance of REMIC II Regular Interest LT6; 7. the Certificate Interest Rate for REMIC II Regular Interest LT8 minus twice the related Marker Rate, applied to a notional amount equal to the Class Principal Balance of REMIC II Regular Interest LT8; and 8. the Certificate Interest Rate for REMIC II Regular Interest LTY2 minus the related Marker Rate, applied to a notional amount equal to the Class Principal Balance of REMIC II Regular Interest LT2.
(12) The Class X-L Regular Interest shall have a Class Notional Amount and a Class Principal Balance (comprised of two principal components, the Class X PO-1 Component and Class X PO-2 Component, relating to Loan Group I and Loan Group II, respectively). The Class X-L Principal Balance shall initially equal zero and shall thereafter be increased by the portion, if any, of Net Negative Amortization Amounts allocated to the Class X-L Regular Interest pursuant to the definition of “Net Negative Amortization Amount.” Interest shall accrue on the Class X-L Notional Amount and shall not accrue on the Class X-L Principal Balance. Principal shall not be payable with respect to the Class X-L Notional Amount.
(13) The Certificate Interest Rate on the Class B-1-L Regular Interest for (i) the initial Distribution Date shall equal 3.07438%; (ii) each Distribution Date, other than the initial Distribution Date, on or before the Clean-Up Call Option Date, shall equal the lesser of (a) the Class B Weighted Average Pass-Through Rate for such Distribution Date and (b) LIBOR plus 0.530%; and (iii) each Distribution Date after the Clean-Up Call Option Date, shall equal the lesser of (a) the Class B Weighted Average Pass-Through Rate for such Distribution Date and (b) LIBOR plus 0.795%.
(14) The Certificate Interest Rate on the Class B-2-L Regular Interest for (i) the initial Distribution Date shall equal 3.12438%; (ii) each Distribution Date, other than the initial Distribution Date, on or before the Clean-Up Call Option Date, shall equal the lesser of (a) the Class B Weighted Average Pass-Through Rate for such Distribution Date and (b) LIBOR plus 0.580%; and (iii) each Distribution Date after the Clean-Up Call Option Date, shall equal the lesser of (a) the Class B Weighted Average Pass-Through Rate for such Distribution Date and (b) LIBOR plus 0.870%.
(15) The Certificate Interest Rate on the Class B-3-L Regular Interest for (i) the initial Distribution Date shall equal 3.17438%; (ii) each Distribution Date, other than the initial Distribution Date, on or before the Clean-Up Call Option Date, shall equal the lesser of (a) the Class B Weighted Average Pass-Through Rate for such Distribution Date and (b) LIBOR plus 0.630%; and (iii) each Distribution Date after the Clean-Up Call Option Date, shall equal the lesser of (a) the Class B Weighted Average Pass-Through Rate for such Distribution Date and (b) LIBOR plus 0.945%.
(16) The Certificate Interest Rate on the Class B-4-L Regular Interest for (i) the initial Distribution Date shall equal 3.44438%; (ii) each Distribution Date, other than the initial Distribution Date, on or before the Clean-Up Call Option Date, shall equal the lesser of (a) the Class B Weighted Average Pass-Through Rate for such Distribution Date and (b) LIBOR plus 0.900%; and (iii) each Distribution Date after the Clean-Up Call Option Date, shall equal the lesser of (a) the Class B Weighted Average Pass-Through Rate for such Distribution Date and (b) LIBOR plus 1.350%.
(17) The Certificate Interest Rate on the Class B-5-L Regular Interest for (i) the initial Distribution Date shall equal 3.54438%; (ii) each Distribution Date, other than the initial Distribution Date, on or before the Clean-Up Call Option Date, shall equal the lesser of (a) the Class B Weighted Average Pass-Through Rate for such Distribution Date and (b) LIBOR plus 1.000%; and (iii) each Distribution Date after the Clean-Up Call Option Date, shall equal the lesser of (a) the Class B Weighted Average Pass-Through Rate for such Distribution Date and (b) LIBOR plus 1.500%.
(18) The Certificate Interest Rate on the Class B-6-L Regular Interest for (i) the initial Distribution Date shall equal 3.64438%; (ii) each Distribution Date, other than the initial Distribution Date, on or before the Clean-Up Call Option Date, shall equal the lesser of (a) the Class B Weighted Average Pass-Through Rate for such Distribution Date and (b) LIBOR plus 1.100%; and (iii) each Distribution Date after the Clean-Up Call Option Date, shall equal the lesser of (a) the Class B Weighted Average Pass-Through Rate for such Distribution Date and (b) LIBOR plus 1.650%.

(19) The Certificate Interest Rate on the Class B-7-L, Class B-8-L, Class B-9-L, Class B-10-L, Class B-11-L and Class B-12-L Regular Interests for (i) the initial Distribution Date shall equal 3.74438%; (ii) each Distribution Date, other than the initial Distribution Date, on or before the Clean-Up Call Option Date, shall equal the lesser of (a) the Class B Weighted Average Pass-Through Rate for such Distribution Date and (b) LIBOR plus 1.200%; and (iii) each Distribution Date after the Clean-Up Call Option Date, shall equal the lesser of (a) the Class B Weighted Average Pass-Through Rate for such Distribution Date and (b) LIBOR plus 1.800%.
(20) For any Distribution Date, interest distributable to the Class A, Class B and Class X Certificates may not equal interest accrued at the Certificate Interest Rates for the Corresponding Classes of REMIC III Regular Interests. For any Distribution Date from and including March 2005 to and including August 2013, interest may be distributable to some Classes of Class A Certificates in an amount greater than interest accrued at the Certificate Interest Rate for the Corresponding Class of REMIC III Regular Interests, and interest may be distributable to the Class X Certificates in an amount less than interest accrued at the Certificate Interest Rate for the Class X-L Regular Interest, in each case pursuant to the second sentence of Section 4.05(a).
(21) The Class R‑3 Residual Interest shall be entitled to receive the applicable Residual Distribution Amount. The Class R‑3 Residual Interest shall not be entitled to receive any distributions of interest or principal.

As provided herein, with respect to REMIC III, the Company will cause an election to be made on behalf of REMIC III to be treated for federal income tax purposes as a REMIC. The REMIC III Regular Interests will be designated regular interests in REMIC III and the Class R-3 Residual Interest will be designated the sole class of residual interest in REMIC III, for purposes of the REMIC Provisions.

In addition, the Trust will issue the Class R Certificates, which will represent ownership of the Class R-1, Class R-2 and Class R-3 Residual Interests.

In addition, the Trust will issue the Class A and Class B Certificates, each of which Class will represent ownership of (i) the Corresponding Class of REMIC III Regular Interests and (ii) the applicable rights specified in the second sentence of Section 4.05(a), and will issue the Class X Certificates, which will represent ownership of (i) the Class X-L Regular Interest and (ii) the obligations specified in the second sentence of Section 4.05(a).

In addition, the Trust will issue the Class Y Certificates, which will not have a Class Principal Balance and will only be entitled to receive on any Distribution Date the excess, if any, of (i) amounts received pursuant to the Yield Maintenance Agreements for that Distribution Date over (ii) the portion thereof payable to the related Class A Certificates on that Distribution Date. The Class Y Certificates will not represent an interest in any REMIC.

As of the Cut-Off Date, the Mortgage Loans have an aggregate Principal Balance of $3,267,405,771.83 and the Certificates have an Aggregate Certificate Principal Balance of $3,267,405,771.83.

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

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

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

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

ARTICLE I

Section 1.01. Definitions .

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

Adjusted Cap Rate : For any Distribution Date and any Class of Class 1 A-L Regular Interests, a fraction, the numerator of which is equal to the product of (i) the amount of interest distributions accrued on the Group I Loans on the basis of the Loan Group I Weighted Average Pass-Through Rate for that Distribution Date less the Net Negative Amortization on the Group I Loans and (ii) 12, and the denominator of which is equal to the Stated Principal Balance of the Group I Loans as of the second preceding Due Date after giving effect to the payments due on the Group I Loans on that Due Date multiplied by a ratio, the numerator of which is 30 and the denominator of which is the actual number of days in the related accrual period.

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

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

For any Distribution Date and the Class X-L Regular Interest and the Certificate Interest Rate for the Class X Certificates, computed for this purpose by (i) reducing the Weighted Average Pass-Through Rate for that Distribution Date by a per annum rate equal to a fraction, the numerator of which is the Net Negative Amortization of all of the Mortgage Loans multiplied by 12, and the denominator of which is equal to the Stated Principal Balance of all of the Mortgage Loans as of the second preceding Due Date after giving effect to the payments due on the Mortgage Loans on that Due Date and (ii) substituting “Adjusted Cap Rate” for (1) “Loan Group I Weighted Average Pass-Through Rate”, (2) “Loan Group II Weighted Average Pass-Through Rate” and (3) “Class B Weighted Average Pass-Through Rate”, as applicable, in clause (a) in the calculation of Certificate Interest Rate for each of notes (2) through (11) and (13) through (19) to the table entitled “REMIC III Interests” in the Preliminary Statement hereto.

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 the related 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 the related 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 the refinance of a mortgage loan, such value shall be based solely on the residential appraisal review made in connection with the origination of such ROV Mortgage Loan; and (iii) Streamlined Mortgage Loan, the value set forth in the appraisal made in connection with the origination of the mortgage loan being refinanced.

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

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

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

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

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

Benefit Plan Opinion : With respect to any Certificate presented for registration in the name of any Person, an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Company to the effect that the purchase or holding of such Certificate is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, and will not subject the Trust, the Trustee, the Delaware Trustee, the Master 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 Master Servicer or the Company.

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

BSFP : Bear Stearns Financial Products Inc.

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

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

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

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

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

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

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

Carryover Shortfall Amount : For any Distribution Date and for any Class of Class A Certificates (other than the Class 2-A-3 Certificates), the sum of: (i) the excess, if any, of (a) the amount of interest that would have accrued on the Class Principal Balance of such Class’ Corresponding Class immediately before such Distribution Date, during the No-Delay Accrual Period, at a Certificate Interest Rate equal to the lesser of (1) LIBOR plus the related margin for such Class for such Distribution Date (as specified in the applicable note to the table entitled “REMIC III Interests” in the Preliminary Statement hereto) and (2) 10.50%, over (b) the amount of interest that accrued on such Class Principal Balance, during the No-Delay Accrual Period, at the actual Certificate Interest Rate for such Class for such Distribution Date, (ii) the portion of the amount described in clause (i) above remaining unpaid from prior Distribution Dates, and (iii) one month’s interest at the Certificate Interest Rate described in clause (i)(a) above on the amount described in clause (ii) above.

Carryover Shortfall Payment : For any Class of Class A Certificates (other than the Class 2-A-3 Certificates) for any Distribution Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date reduced by the related Yield Maintenance Payment for such Class for such Distribution Date and (b) such Class’ pro rata share of the Interest Distribution Amount for the Class X-L Regular Interest for such Distribution Date (such pro rata share calculated based on an allocation of such Interest Distribution Amount among the Classes of Class A Certificates (other than the Class 2-A-3 Certificates) pro rata according to Carryover Shortfall Amount for such Distribution Date ).

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

Certificate Account : The separate trust account created and maintained with the Trustee, the Investment Depository or any other bank or trust company acceptable to the Rating Agencies which is incorporated under the laws of the United States of America or any state thereof pursuant to Section 3.04, which account shall bear a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Trust or any other account serving a similar function acceptable to the Rating Agencies. Funds in the Certificate Account may be invested in Eligible Investments pursuant to Section 3.04(b) and reinvestment earnings thereon shall be paid to the Master Servicer as additional servicing compensation. Funds deposited in the Certificate Account (exclusive of the Master Servicing Fee) shall be held in trust for the Certificateholders and for the uses and purposes set forth in Section 2.01, Section 3.04, Section 3.05, Section 4.01, Section 4.04 and Section 4.05.

Certificateholder or Holder : With respect to the Certificates, the Person in whose name a Certificate is registered in the Certificate Register, except that, solely for the purposes of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Company, the Master 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 Master Servicer. With respect to the REMIC I Regular Interests, the owner of the REMIC I Regular Interests, which as of the Closing Date shall be the Trust. With respect to the REMIC II Regular Interests, the owner of the REMIC II Regular Interests, which as of the Closing Date shall be the Trust. With respect to each Class of REMIC III Regular Interests, the Holder of the Corresponding Class of Certificates.

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

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

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

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

Class : All REMIC I Regular Interests or the Class R-1 Residual Interest having the same priority and rights to payments on the Mortgage Loans from the REMIC I Available Distribution Amount, all REMIC II Regular Interests or the Class R-2 Residual Interest having the same priority and rights to payments on the REMIC I Regular Interests from the REMIC II Available Distribution Amount and all REMIC III Regular Interests or the Class R-3 Residual Interest having the same priority and rights to payments on the REMIC II Regular Interests from the REMIC III Available Distribution Amount, as applicable, which REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests and Class R Residual Interests, as applicable, shall be designated as a separate Class, and which, in the case of the Certificates (including the Class R Certificates representing ownership of the Class R Residual Interests), shall be set forth in the applicable forms of Certificates attached hereto as Exhibits A and B. Each Class of REMIC I Regular Interests and the Class R-1 Residual Interest shall be entitled to receive the amounts allocated to such Class pursuant to the definition of “REMIC I Distribution Amount” only to the extent of the REMIC I Available Distribution Amount for such Distribution Date remaining after distributions in accordance with prior clauses of the definition of “REMIC I Distribution Amount”, each Class of REMIC II Regular Interests and the Class R-2 Residual Interest shall be entitled to receive the amounts allocated to such Class pursuant to the definition of “REMIC II Distribution Amount” only to the extent of the REMIC II Available Distribution Amount for such Distribution Date remaining after distributions in accordance with prior clauses of the definition of “REMIC II Distribution Amount” and each Class of REMIC III Regular Interests and the Class R-3 Residual Interest shall be entitled to receive the amounts allocated to such Class pursuant to the definition of “REMIC III Distribution Amount” only to the extent of the REMIC III Available Distribution Amount for such Distribution Date remaining after distributions in accordance with prior clauses of the definition of “REMIC III Distribution Amount”. The Class Y Certificates shall only be entitled to receive on any Distribution Date certain amounts received pursuant to the Yield Maintenance Agreements as specified in Section 4.05(a).

In addition to their rights to receive payments from the REMIC III Available Distribution Amount on their Corresponding Class of REMIC III Regular Interests, the Class A Certificates (other than the Class 2-A-3 Certificate) shall be entitled to receive payments, if any, as specified in the second sentence of Section 4.05(a). Notwithstanding the right of the Class X Certificates to receive payments from the REMIC III Available Distribution Amount on the Class X-L Regular Interest, the amount of such payments may be reduced as specified in the second sentence of Section 4.05(a).

Class A Certificates : The Class 1-A-1A, Class 1-A-1B, Class 2-A-1A, Class 2-A-1B, Class 2-A-2A1, Class 2-A-2A2, Class 2-A-2A3, Class 2A-2B and Class 2-A-3 Certificates.

Class A-L Regular Interests : The Class 1-A-1A-L, Class 1-A-1B-L, Class 2-A-1A-L, Class 2-A-1B-L, Class 2-A-2A1-L, Class 2-A-2A2-L, Class 2-A-2A3-L, Class 2A-2B-L and Class 2-A-3-L Regular Interests.

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

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

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

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

Class 2-A-L Regular Interests : The Class 2-A-1A-L, Class 2-A-1B-L, Class 2-A-2A1-L, Class 2-A-2A2-L, Class 2-A-2A3-L, Class 2A-2B-L and Class 2-A-3-L Regular Interests.

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

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

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

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

Class 2-A-2A1 Certificates : The Certificates. designated as “Class 2-A-2A1” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 2-A-2A1-L Regular Interest : The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.

Class 2-A-2A2 Certificates : The Certificates. designated as “Class 2-A-2A2” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 2-A-2A2-L Regular Interest : The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.

Class 2-A-2A3 Certificates : The Certificates. designated as “Class 2-A-2A3” on the face thereof in substantially the form attached hereto as Exhibit A.

Class 2-A-2A3-L Regular Interest : The uncertificated undivided beneficial interest in REMIC III which constitutes a REMIC III Regular Interest and is entitled to distributions as set forth herein.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Class B-10 Certificates