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EXHIBIT
4.1


 


 

 


EXECUTION VERSION


 


WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.,



as Depositor



and



WASHINGTON MUTUAL BANK

as Servicer



and



DEUTSCHE BANK NATIONAL TRUST COMPANY,



as Trustee



and



DEUTSCHE BANK TRUST COMPANY DELAWARE,



as Delaware Trustee





POOLING AND SERVICING AGREEMENT



$1,505,402,999.34



Washington Mutual Mortgage Securities Corp.



WaMu Mortgage Pass-Through Certificates



Series 2005-AR9



Cut-Off Date: July 1, 2005


 






TABLE OF CONTENTS


	
 

	
Page


	
ARTICLE I

	
6


	
Section 1.01.  Definitions

	
6


	
Adjusted Cap Rate

	
6


	
Adjusted Weighted Average Pass-Through Rate

	
7


	
Aggregate Certificate Principal Balance

	
7


	
Appraised Value

	
7


	
Assignment of Proprietary Lease

	
8


	
Authenticating Agent

	
8


	
Authorized Denomination

	
8


	
Bankruptcy Loss

	
8


	
Beneficial Holder

	
8


	
Benefit Plan Opinion

	
8


	
Book-Entry Certificates

	
9


	
BSFP

	
9


	
Business Day

	
9


	
Buydown Agreement

	
9


	
Buydown Fund

	
9


	
Buydown Fund Account

	
9


	
Buydown Loan

	
9


	
Cap Counterparty

	
9


	
Cap Strike Rate

	
9


	
Carry-Forward Subsequent Recoveries Amount

	
9


	
Carryover Shortfall Amount

	
10


	
Carryover Shortfall Payment

	
10


	
Certificate

	
11


	
Certificate Account

	
11


	
Certificateholder or Holder

	
11


	
Certificate Interest Rate

	
11


	
Certificate Margin

	
11


	
Certificate of Trust

	
12


	
Certificate Principal Balance

	
12


	
Certificate Register and Certificate Registrar

	
12


	
Class

	
12


	
Class A Certificates

	
12


	
Class A-L Regular Interests

	
12


	
Class A-1A Certificates

	
13


	
Class A-1A-L Regular Interest

	
13


	
Class A-1B Certificates

	
13


	
Class A-1B-L Regular Interest

	
13


	
Class A-1C1 Certificates

	
13


	
Class A-1C1-L Regular Interest

	
13


	
Class A-1C2 Certificates

	
13


	
Class A-1C2-L Regular Interest

	
13


	
Class A-1C3 Certificates

	
13


	
Class A-1C3-L Regular Interest

	
13


	
Class A-2A Certificates

	
13


	
Class A-2A-L Regular Interest

	
13


	
Class B Certificates

	
13


	
Class B-L Regular Interests

	
13


	
Class B-1 Certificates

	
14


	
Class B-1-L Regular Interest

	
14


	
Class B-2 Certificates

	
14


	
Class B-2-L Regular Interest

	
14


	
Class B-3 Certificates

	
14


	
Class B-3-L Regular Interest

	
14


	
Class B-4 Certificates

	
14


	
Class B-4-L Regular Interest

	
14


	
Class B-5 Certificates

	
14


	
Class B-5-L Regular Interest

	
14


	
Class B-6 Certificates

	
14


	
Class B-6-L Regular Interest

	
14


	
Class LT Principal Reduction Amounts

	
14


	
Class LT Regular Interests

	
15


	
Class LT1 Regular Interest

	
15


	
Class LT2 Principal Distribution Amount

	
15


	
Class LT2 Regular Interest

	
15


	
Class LT3 Principal Distribution Amount

	
15


	
Class LT3 Regular Interest

	
15


	
Class LT4 Principal Distribution Amount

	
15


	
Class LT4 Regular Interest

	
15


	
Class Notional Amount

	
15


	
Class Principal Balance

	
15


	
Class R Certificates

	
16


	
Class R Residual Interests

	
16


	
Class R-1 Residual Interest

	
16


	
Class R-2 Residual Interest

	
16


	
Class X Certificates

	
17


	
Class X-L Notional Amount

	
17


	
Class X-L Regular Interest

	
17


	
Class X PO Component

	
17


	
Clean-Up Call Option Date

	
17


	
Clean-Up Call Percentage

	
17


	
Clearing Agency

	
17


	
Closing Date

	
17


	
Code

	
17


	
Company

	
17


	
Compensating Interest

	
17


	
Cooperative

	
17


	
Cooperative Apartment

	
18


	
Cooperative Lease

	
18


	
Cooperative Loans

	
18


	
Cooperative Stock

	
18


	
Cooperative Stock Certificate

	
18


	
Corporate Trust Office

	
18


	
Corporation

	
18


	
Corresponding Class

	
18


	
Credit Support Depletion Date

	
19


	
Cumulative Carry-Forward Subsequent Recoveries Amount

	
19


	
Curtailment

	
19


	
Curtailment Shortfall

	
19


	
Custodial Account for P&I

	
19


	
Custodial Account for Reserves

	
20


	
Custodial Agreement

	
20


	
Custodian

	
20


	
Cut-Off Date

	
20


	
Definitive Certificates

	
20


	
Delaware Trustee

	
20


	
Depositary Agreement

	
20


	
Destroyed Mortgage Note

	
20


	
Determination Date

	
21


	
Disqualified Organization

	
21


	
Distribution Date

	
21


	
DTC

	
21


	
DTC Participant

	
21


	
Due Date

	
21


	
Eligible Institution

	
21


	
Eligible Investments

	
21


	
ERISA

	
23


	
ERISA Restricted Certificate

	
23


	
Event of Default

	
23


	
Excess Liquidation Proceeds

	
23


	
Excess Subsequent Recoveries

	
23


	
Fannie Mae

	
23


	
FDIC

	
23


	
FHA

	
23


	
Final Maturity Date

	
23


	
Final Yield Maintenance Payment Date

	
23


	
Fitch:

	
23


	
Freddie Mac

	
23


	
Index

	
24


	
Indirect DTC Participants

	
24


	
Initial Custodial Agreement

	
24


	
Initial Custodian

	
24


	
Insurance Proceeds

	
24


	
Interest Distribution Amount

	
24


	
Interest Rate Adjustment Date

	
24


	
Investment Account

	
25


	
Investment Depository

	
25


	
Junior Subordinate Certificates

	
25


	
Last Scheduled Distribution Date

	
25


	
Lender

	
25


	
LIBOR

	
25


	
LIBOR Determination Date

	
25


	
Liquidated Mortgage Loan

	
25


	
Liquidation Principal

	
25


	
Liquidation Proceeds

	
25


	
Loan-to-Value Ratio

	
25


	
Lowest Class B Owner

	
25


	
Marker Rate

	
26


	
MERS

	
26


	
MERS Loan

	
26


	
MERS® System

	
26


	
MIN

	
26


	
MOM Loan

	
26


	
Monthly P&I Advance

	
26


	
Minimum Monthly Payment

	
26


	
Monthly Payment Adjustment Terms

	
26


	
Moody’s

	
26


	
Mortgage

	
26


	
Mortgage File

	
26


	
Mortgage Interest Rate

	
29


	
Mortgage Loan Margin

	
29


	
Mortgage Loan Schedule

	
29


	
Mortgage Loans

	
30


	
Mortgage Note

	
30


	
Mortgage Pool

	
30


	
Mortgage Pool Assets

	
30


	
Mortgaged Property

	
30


	
Mortgagor

	
30


	
Negative Amortization Amount

	
31


	
Net Negative Amortization Amount

	
31


	
No-Delay Accrual Period

	
31


	
Nonrecoverable Advance

	
31


	
Non-U.S. Person

	
31


	
Notice Addresses

	
32


	
OTS

	
32


	
Officer’s Certificate

	
32


	
One-Year MTA

	
32


	
Opinion of Counsel

	
32


	
Original Trust Agreement

	
32


	
Original Value

	
32


	
Ownership Interest

	
33


	
Pass-Through Entity

	
33


	
Pass-Through Rate

	
33


	
Paying Agent

	
33


	
Payoff

	
33


	
Payoff Earnings

	
33


	
Payoff Interest

	
33


	
Payoff Period

	
34


	
Percentage Interest

	
34


	
Permitted Transferee

	
34


	
Person

	
35


	
Prepaid Monthly Payment

	
35


	
Primary Insurance Policy

	
35


	
Principal Balance

	
35


	
Principal Payment

	
36


	
Principal Payment Amount

	
36


	
Principal Prepayment

	
36


	
Principal Prepayment Amount

	
36


	
Prior Period

	
36


	
Pro Rata Allocation

	
36


	
Prospectus

	
36


	
Purchase Obligation

	
36


	
Purchase Price

	
36


	
Qualified Insurer

	
37


	
Rate Ceiling

	
37


	
Rating Agency

	
37


	
Ratings

	
37


	
Realized Loss

	
37


	
Recognition Agreement

	
39


	
Record Date

	
39


	
Reference Banks

	
39


	
Regular Interests

	
39


	
Relief Act Shortfall

	
40


	
REMIC

	
40


	
REMIC Provisions

	
40


	
REMIC I

	
40


	
REMIC I Assets

	
40


	
REMIC I Available Distribution Amount

	
40


	
REMIC I Distribution Amount

	
41


	
REMIC I Principal Distribution Amount

	
42


	
REMIC I Regular Interests

	
42


	
REMIC II

	
42


	
REMIC II Assets

	
42


	
REMIC II Available Distribution Amount

	
42


	
REMIC II Distribution Amount

	
42


	
REMIC II Regular Interests

	
46


	
Residual Certificates

	
46


	
Residual Distribution Amount

	
46


	
Responsible Officer

	
46


	
ROV Mortgage Loan

	
46


	
S&P

	
47


	
Secretary of State

	
47


	
Securities Act

	
47


	
Security Agreement

	
47


	
Senior Certificates

	
47


	
Senior Liquidation Amount

	
47


	
Senior Percentage

	
47


	
Senior Prepayment Percentage

	
47


	
Senior Principal Distribution Amount

	
49


	
Senior Subordinate Certificates

	
49


	
Servicer

	
49


	
Servicer Business Day

	
49


	
Servicing Fee

	
49


	
Servicing Fee Rate

	
49


	
Servicing Officer

	
49


	
Special Primary Insurance Policy

	
49


	
Special Primary Insurance Premium

	
50


	
Statutory Trust Statute

	
50


	
Streamlined Mortgage Loan

	
50


	
Subordinate Certificates

	
50


	
Subordinate Liquidation Amount

	
50


	
Subordinate Percentage

	
50


	
Subordinate Prepayment Percentage

	
50


	
Subordinate Principal Distribution Amount

	
50


	
Subordinate Principal Prepayments Distribution Amount

	
51


	
Subordination Level

	
51


	
Subsequent Recoveries

	
51


	
Substitute Mortgage Loan

	
51


	
Tax Matters Person

	
51


	
Termination Date

	
51


	
Termination Payment

	
51


	
Transfer

	
51


	
Transferee

	
52


	
Transferee Affidavit and Agreement

	
52


	
Trust

	
52


	
Trustee

	
52


	
Uncollected Interest

	
52


	
Uncompensated Interest Shortfall

	
52


	
Underwriters

	
52


	
Underwriting Standards

	
52


	
Uninsured Cause

	
52


	
U.S. Person

	
52


	
VA

	
52


	
Weighted Average Pass-Through Rate

	
53


	
Withdrawal Date

	
53


	
Yield Maintenance Account

	
53


	
Yield Maintenance Agreement

	
53


	
Yield Maintenance Available Payment Amount

	
53


	
Yield Maintenance Notional Balance

	
53


	
Yield Maintenance Payment

	
53


	
ARTICLE II  CREation of the Trust; Conveyance of the Mortgage
Pool Assets, REMIC I Regular Interests and REMIC II Regular Interests; REMIC Election and Designations;
Original Issuance of Certificates

	
54


	
Section 2.01.  Creation of the Trust

	
54


	
Section 2.02.  Restrictions on Activities of the Trust

	
55


	
Section 2.03.  Separateness Requirements

	
55


	
Section 2.04.  Conveyance of Mortgage Pool Assets; Security
Interest

	
57


	
Section 2.05.  Delivery of Mortgage Files

	
58


	
Section 2.06.  REMIC Election for REMIC I

	
60


	
Section 2.07.  Acceptance by Trustee

	
61


	
Section 2.08.  Representations and Warranties of the Company
Concerning the Mortgage Loans

	
63


	
Section 2.09.  Acknowledgment of Transfer of Mortgage Pool
Assets

	
67


	
Section 2.10.  Conveyance of REMIC II Assets; Security
Interest

	
68


	
Section 2.11.  REMIC Election for REMIC II

	
69


	
Section 2.12.  Acknowledgement of Transfer of REMIC II Assets;
Authentication of Certificates

	
71


	
Section 2.13.  Legal Title

	
71


	
Section 2.14.  Compliance with ERISA Requirements

	
71


	
Section 2.15.  Additional Representation of the Company Concerning
the Mortgage Loans

	
71


	
Section 2.16.  Distributions to Certain Class A Certificates and
the Class B Certificates Outside of REMIC II

	
72


	
ARTICLE III  Administration and Servicing of Mortgage
Loans

	
72


	
Section 3.01.  The Servicer

	
72


	
Section 3.02.  Custodial Accounts and Buydown Fund
Accounts

	
74


	
Section 3.03.  The Investment Account; Eligible
Investments

	
75


	
Section 3.04.  The Certificate Account

	
76


	
Section 3.05.  Permitted Withdrawals from the Certificate Account,
the Investment Account, Custodial Accounts for P&I and Custodial Accounts for Reserves and of Buydown Funds from the
Buydown Fund Accounts

	
77


	
Section 3.06.  Maintenance of Primary Insurance Policies;
Collections Thereunder

	
78


	
Section 3.07.  Maintenance of Hazard Insurance

	
79


	
Section 3.08.  Enforcement of Due-on-Sale Clauses; Assumption
Agreements

	
79


	
Section 3.09.  Realization Upon Defaulted Mortgage Loans

	
80


	
Section 3.10.  Trustee to Cooperate; Release of Mortgage
Files

	
82


	
Section 3.11.  Compensation to the Servicer

	
83


	
Section 3.12.  Reports to the Trustee; Certificate Account
Statement

	
83


	
Section 3.13.  Annual Statement as to Compliance

	
83


	
Section 3.14.  Access to Certain Documentation and Information
Regarding the Mortgage Loans

	
83


	
Section 3.15.  Annual Independent Public Accountants’
Servicing Report

	
84


	
Section 3.16.  Yield Maintenance Account

	
84


	
Section 3.17.  [Reserved.]

	
84


	
Section 3.18.  [Reserved.]

	
85


	
Section 3.19.  Determination of LIBOR by Servicer. 
85

	
 


	
ARTICLE IV  Payments to Certificateholders; Payment of
Expenses

	
86


	
Section 4.01.  Distributions to Holders of REMIC I Regular
Interests and Class R-1 Residual Interest

	
86


	
Section 4.02.  Advances by the Servicer; Distribution Reports to
the Trustee

	
87


	
Section 4.03.  Nonrecoverable Advances

	
88


	
Section 4.04.  Distributions to Certificateholders; Payment of
Special Primary Insurance Premiums

	
89


	
Section 4.05.  Statements to Certificateholders

	
90


	
ARTICLE V  The Certificates

	
91


	
Section 5.01.  The Certificates

	
91


	
Section 5.02.  Certificates Issuable in Classes; Distributions of
Principal and Interest; Authorized Denominations

	
97


	
Section 5.03.  Registration of Transfer and Exchange of
Certificates

	
97


	
Section 5.04.  Mutilated, Destroyed, Lost or Stolen
Certificates

	
98


	
Section 5.05.  Persons Deemed Owners

	
99


	
Section 5.06.  Temporary Certificates

	
99


	
Section 5.07.  Book-Entry for Book-Entry Certificates

	
99


	
Section 5.08.  Notices to Clearing Agency

	
100


	
Section 5.09.  Definitive Certificates

	
100


	
Section 5.10.  Office for Transfer of Certificates

	
101


	
Section 5.11.  Nature of Certificates

	
101


	
ARTICLE VI  The Company and the Servicer

	
101


	
Section 6.01.  Liability of the Company and the Servicer

	
101


	
Section 6.02.  Merger or Consolidation of the Company, or the
Servicer

	
102


	
Section 6.03.  Limitation on Liability of the Company, the Servicer
and Others

	
102


	
Section 6.04.  Neither the Company nor the Servicer May
Resign

	
102


	
Section 6.05.  Trustee Access

	
103


	
ARTICLE VII  Default

	
103


	
Section 7.01.  Events of Default

	
103


	
Section 7.02.  Trustee to Act; Appointment of Successor

	
106


	
Section 7.03.  Notification to Certificateholders

	
107


	
ARTICLE VIII  Concerning the Trustees

	
107


	
Section 8.01.  Duties of Trustees

	
107


	
Section 8.02.  Certain Matters Affecting the Trustees

	
108


	
Section 8.03.  Trustees Not Liable for Certificates or Mortgage
Loans

	
109


	
Section 8.04.  Trustees May Own Certificates

	
110


	
Section 8.05.  The Servicer to Pay Trustees’ Fees and
Expenses

	
110


	
Section 8.06.  Eligibility Requirements for Trustees

	
110


	
Section 8.07.  Resignation and Removal of Trustees

	
110


	
Section 8.08.  Successor Trustee

	
111


	
Section 8.09.  Merger or Consolidation of Trustee

	
112


	
Section 8.10.  Appointment of Co-Trustee or Separate
Trustee

	
112


	
Section 8.11.  Authenticating Agents

	
113


	
Section 8.12.  Paying Agents

	
114


	
Section 8.13.  Duties of Delaware Trustee

	
114


	
Section 8.14.  Amendment to Certificate of Trust

	
115


	
Section 8.15.  Yield Maintenance Agreement

	
115


	
ARTICLE IX  Termination

	
115


	
Section 9.01.  Termination Upon Purchase by the Servicer or
Liquidation of All Mortgage Loans

	
115


	
Section 9.02.  Additional Termination Requirements

	
118


	
Section 9.03.  Trust Irrevocable

	
118


	
ARTICLE X  Miscellaneous Provisions

	
118


	
Section 10.01.  Amendment

	
118


	
Section 10.02.  Recordation of Agreement

	
120


	
Section 10.03.  Limitation on Rights of
Certificateholders

	
120


	
Section 10.04.  Access to List of Certificateholders

	
121


	
Section 10.05.  Governing Law

	
121


	
Section 10.06.  Notices

	
121


	
Section 10.07.  Severability of Provisions

	
122


	
Section 10.08.  Counterpart Signatures

	
122


	
Section 10.09.  Benefits of Agreement

	
122


	
Section 10.10.  Notices and Copies to Rating Agencies

	
122


	
 

	
 





 


	
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)





 



 




 

This Pooling and Servicing Agreement, dated and effective as
of July 1, 2005 (this “Agreement”), is executed by and among Washington Mutual Mortgage Securities Corp., as
depositor (the “Company”), Washington Mutual Bank, as Servicer (the “Servicer”), 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 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 REMIC II Regular Interests and the
Certificates, such REMIC II Regular Interests and the Class R-2 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 July 13, 2005, and a Prospectus Supplement, dated
July 19, 2005, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates have been
offered for sale pursuant to a Private Placement Memorandum, dated July 21, 2005.  The Trust created hereunder is intended to
be the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be
the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate
Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular
Interests and the Class R Residual Interests:


 






REMIC I
Interests



	
 

	

Class Designation for
each REMIC I Regular Interest and the Class R-1 Residual Interest

	

 

	

Type of Interest

	

 

	

Certificate Interest

Rate (1)

	

 

	

Initial Class

 Principal

 Balance

	

 

	

Final Maturity

 Date*


	
 

	
Class LT1

	

 

	

Regular

	
 

	

Variable (2)

	
 

	

$1,505,173,503.90

	
 

	
July 2045


	
 

	

Class LT2

	

 

	

Regular

	
 

	

Variable (2)

	
 

	

71,685.14

	
 

	
July 2045


	
 

	

Class LT3

	

 

	

Regular

	
 

	

Variable (3)

	
 

	

78,855.15

	
 

	
July 2045


	
 

	

Class LT4

	

 

	

Regular

	
 

	

Variable (4)

	
 

	

78,855.15

	
 

	
July 2045


	
 

	

Class R-1†

	

 

	

Residual

	
 

	

4.561%

	
 

	

100.00

	
 

	
July 2045


	
 

	

 

	

 

	

 

	
 

	

 

	
 

	

 

	
 

	

 


	

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

	
 


	

†              The Class R‐1 Residual Interest
is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

	
 


	

(1)           Interest distributed to the REMIC I Regular Interests (other
than the Class LT3 Regular Interest, which shall not be entitled to receive any distributions of interest)
and the Class R-1 Residual Interest on each Distribution Date will have accrued at the applicable per annum Certificate Interest
Rate on the applicable Class Principal Balance outstanding immediately before such Distribution Date.

	
 


	

(2)           For each Distribution Date, the Certificate Interest Rate on the Class LT1 and Class LT2 Regular Interests shall equal the Weighted Average Pass-Through Rate
for such Distribution Date.

	
 


	

(3)           The Class LT3 Regular Interest shall
not be entitled to receive any distributions of interest.

	
 


	

(4)           For each Distribution Date, the Certificate Interest Rate on the Class LT4 Regular Interest shall equal two (2) times the Weighted Average Pass-Through Rate
for such Distribution Date.

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 







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


 



REMIC II
Interests



	
 

	

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

	

 

	

Type of Interest

	

 

	

Certificate Interest

Rate (1)

	

 

	

Initial Class

 Principal

 Balance

	

 

	

Final Maturity

 Date*


	
 

	
Class A-1A-L

	
 

	

Regular

	
 

	
Variable (2) (13)

	
 

	

$717,304,000.00

	
 

	
July 2045


	
 

	
Class A-1B-L

	
 

	

Regular

	
 

	
Variable (3) (13)

	
 

	

298,877,000.00

	
 

	
July 2045


	
 

	
Class A-1C1-L

	
 

	

Regular

	
 

	
Variable (4) (13)

	
 

	

76,456,000.00

	
 

	
July 2045


	
 

	
Class A-1C2-L

	
 

	

Regular

	
 

	
Variable (5) (13)

	
 

	

48,625,000.00

	
 

	
July 2045


	
 

	
Class A-1C3-L

	
 

	

Regular

	
 

	
Variable (6) (13)

	
 

	

54,246,000.00

	
 

	
July 2045


	
 

	
Class A-2A-L

	
 

	

Regular

	
 

	
Variable (7) (13)

	
 

	

200,000,000.00

	
 

	
July 2045


	
 

	
Class X-L

	
 

	

Regular

	
 

	
Variable (8) (13)

	
 

	

0.00 (9)

	
 

	
July 2045


	
 

	
Class B-1-L

	
 

	

Regular

	
 

	
Variable (10) (13)

	
 

	

37,636,000.00

	
 

	
July 2045


	
 

	
Class B-2-L

	
 

	

Regular

	
 

	
Variable (11) (13)

	
 

	

24,839,000.00

	
 

	
July 2045


	
 

	
Class B-3-L

	
 

	

Regular

	
 

	
Variable (12) (13)

	
 

	

15,807,000.00

	
 

	
July 2045


	
 

	
Class B-4-L

	
 

	

Regular

	
 

	
Variable (12) (13)

	
 

	

14,301,000.00

	
 

	
July 2045


	
 

	
Class B-5-L

	
 

	

Regular

	
 

	
Variable (12) (13)

	
 

	

10,538,000.00

	
 

	
July 2045


	
 

	
Class B-6-L

	
 

	

Regular

	
 

	
Variable (12) (13)

	
 

	

6,773,899.34

	
 

	
July 2045


	
 

	
Class R-2 (14)

	
 

	

Residual

	
 

	

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July 2045


	
 

	

 

	

 

	

 

	
 

	

 

	
 

	

 

	
 

	

 


	

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

	
 


	

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

	
 


	

(2)           The Certificate Interest Rate on the Class A-1A-L Regular
Interest for (i) the initial Distribution Date shall equal 3.75250%; (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 Adjusted
Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.32% and (c) 10.50%; and (iii) each
Distribution Date after the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate
for such Distribution Date, (b) LIBOR plus 0.64% and (c) 10.50%. 

	
 


	

(3)           The Certificate Interest Rate on the Class A-1B-L Regular
Interest for (i) the initial Distribution Date shall equal 3.81250%; (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 Adjusted
Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.38% and (c) 10.50%; and (iii) each
Distribution Date after the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate
for such Distribution Date, (b) LIBOR plus 0.76% and (c) 10.50%. 

	
 


	

(4)           The Certificate Interest Rate on the Class A-1C1-L Regular
Interest for (i) the initial Distribution Date shall equal 3.62250%; (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 Adjusted
Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.19% and (c) 10.50%; and (iii) each
Distribution Date after the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate
for such Distribution Date, (b) LIBOR plus 0.38% and (c) 10.50%. 

	
 


	

(5)           The Certificate Interest Rate on the Class A-1C2-L Regular
Interest for (i) the initial Distribution Date shall equal 3.83250%; (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 Adjusted
Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.40% and (c) 10.50%; and (iii) each
Distribution Date after the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate
for such Distribution Date, (b) LIBOR plus 0.80% and (c) 10.50%.

	
 


	

(6)           The Certificate Interest Rate on the Class A-1C3-L Regular
Interest for (i) the initial Distribution Date shall equal 3.91250%; (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 Adjusted
Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.48% and (c) 10.50%; and (iii) each
Distribution Date after the Clean-Up Call Option Date, shall equal the least of (a) the Adjusted Weighted Average Pass-Through Rate
for such Distribution Date, (b) LIBOR plus 0.80% and (c) 10.50%.

	
 


	

(7)           The Certificate Interest Rate on the Class A-2A-L Regular
Interest for (i) the initial Distribution Date shall equal 4.53300%; and (ii) each Distribution Date, other than the initial Distribution Date, shall equal the lesser of (a) the Weighted Average Pass-Through Rate for such
Distribution Date and (b) the Index plus the Certificate Margin.

	
 


	

(8)           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 II Regular Interests (other than
the Class X-L Regular Interest), multiplying, in the case of the Class A-L Regular Interests (other than the Class A-2A-L Regular
Interest), the Certificate Interest Rates on the Class A-L Regular Interests (other than the Class A-2A-L Regular Interest) by a
fraction, the numerator being the actual number of days in the accrual period and the denominator being 30 and, in the case of the
Class B-L Regular Interests and the first Distribution Date only, multiplying the Certificate Interest Rates on the Class B-L
Regular Interests by a fraction, the numerator being 34 and the denominator being 30 and (b) a fraction, the numerator of which is
the aggregate Class Principal Balance of the REMIC II Regular Interests (other than the Class X-L Regular Interest) immediately
prior to 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 (3) below, and the denominator of which is the aggregate Class Principal
Balances of the REMIC I Regular Interests.  For purposes of calculating the Certificate Interest Rate for the Class X-L
Regular Interest, the numerator is equal to the sum of the following components:



 



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



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



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



 

	
 


	

(9)           The Class X-L Regular Interest shall
have a Class Notional Amount and a Class Principal Balance. The Class X-L Principal Balance shall initially equal zero and shall
thereafter be increased by the portion, if any, of Net Negative Amortization Amounts allocated to the Class X-L Regular Interest
pursuant to the definition of “Net Negative Amortization Amount.”  Interest shall accrue on the Class X-L Notional
Amount and shall not accrue on the Class X-L Principal Balance. Principal shall not be payable with respect to the Class X-L
Notional Amount.

	
 


	

(10)         The Certificate Interest Rate on the Class B-1-L Regular Interest for
(i) the initial Distribution Date shall equal 4.06250%; (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 Weighted Average Pass-Through Rate for such
Distribution Date, (b) LIBOR plus 0.63% and (c) 10.50%; and (iii) each Distribution Date after the Clean-Up Call Option
Date, shall equal the least of (a) the Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 0.945%
and (c) 10.50%.



 

	
 


	

(11)         The Certificate Interest Rate on the Class B-2-L Regular Interest for
(i) the initial Distribution Date shall equal 4.38250%; (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 Weighted Average Pass-Through Rate for such
Distribution Date, (b) LIBOR plus 0.95% and (c) 10.50%; and (iii) each Distribution Date after the Clean-Up Call Option
Date, shall equal the least of (a) the Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 1.425%
and (c) 10.50%.

	
 


	

(12)         The Certificate Interest Rate on the Class B-3-L, Class B-4-L,
Class B-5-L and Class B-6-L Regular Interest for (i) the initial Distribution Date shall equal 4.63250%; (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 Weighted Average Pass-Through Rate for such Distribution Date, (b) LIBOR plus 1.20% and (c) 10.50%; and
(iii) each Distribution Date after the Clean-Up Call Option Date, shall equal the least of (a) the Weighted Average
Pass-Through Rate for such Distribution Date, (b) LIBOR plus 1.80% and (c) 10.50%.

	
 


	

(13)         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
II Regular Interests.  For any Distribution Date, interest may be distributable to some Classes of Class A and Class B
Certificates in an amount greater than interest accrued at the Certificate Interest Rate for the Corresponding Class of REMIC II
Regular Interests, and interest may be distributable to the Class X Certificates in an amount less than interest accrued at the
Certificate Interest Rate for the Class X-L Regular Interest, in each case pursuant to the second sentence of Section
4.04(a).

	
 


	

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

	
 


	

For any Distribution Date,
interest may be distributable to some Classes of Class A and Class B Certificates in an amount greater than interest accrued at the
Certificate Interest Rate for the Corresponding Class of REMIC II Regular Interests

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 







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


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


In addition, the Trust will issue the Class A and Class B
Certificates, each of which Class will represent ownership of the Corresponding Class of REMIC II Regular Interests and with
respect to the each Class of Class A (other than the Class A-2A Certificates) and Class B Certificates, will also represent
ownership of the applicable rights specified in the second and fifth sentences of Section 4.04(a), and will issue the Class X
Certificates, which will represent ownership of (i) the Class X-L Regular Interest and (ii) the obligations specified in the
second sentence of Section 4.04(a).


As of the Cut-Off Date, the Mortgage Loans have an aggregate Principal
Balance of $1,505,402,999.34 and the Certificates have an Aggregate Certificate Principal Balance of $1,505,402,999.34.



W I T N E S S E T H :


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


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


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


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


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


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


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


WHEREAS, the Company has been duly authorized to create the Trust to
(i) hold the Mortgage Loans and certain other property, (ii) issue the REMIC I Regular Interests and the Class R-1 Residual
Interest, (iii) hold the REMIC I Regular Interests and (iv) issue the REMIC II Regular Interests and 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 Class R Residual Interests and the Certificates are to be
issued, and in consideration of the premises and of the purchase and acceptance of the Certificates by the Holders thereof, the
Company covenants and agrees with the Servicer, the Trustee and the Delaware Trustee, for the equal and proportionate benefit of
the respective Holders from time to time of the REMIC I Regular Interests, the REMIC II Regular Interests and the Certificates, as
applicable, as follows:



ARTICLE I



Section
1.01.         
Definitions.


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



Adjusted
Cap Rate:  For any Distribution Date and any Class of Class A-L Regular Interests (other than the
Class A-2-L Regular Interests), a fraction, expressed as a per annum rate, the numerator of which is equal to the product of (i)
the amount of interest distributions accrued on the Mortgage Loans at the Weighted Average Pass-Through Rate for that Distribution
Date less the Net Negative Amortization Amount and (ii) 12, and the denominator of which is equal to the aggregate Principal
Balance of the Mortgage Loans as of the second preceding Due Date after giving effect to the payments due on the Mortgage Loans on
that Due Date multiplied, such fraction multiplied by a ratio, the numerator of which is 30 and the denominator of which is the
actual number of days in the related certificate accrual period.



For any Distribution Date
and the Class A-2-L Regular Interests, a fraction, expressed as a per annum rate, the numerator of which is equal to the product of
(i) the amount of interest distributions accrued on the Mortgage Loans at the Weighted Average Pass-Through Rate for that
Distribution Date less the Net Negative Amortization Amount and (ii) 12, and the denominator of which is equal to the aggregate
Principal Balance of the Mortgage Loans as of the second preceding Due Date after giving effect to the payments due on the Mortgage
Loans on that Due Date.



For any Distribution Date
and any Class of Class B-L Regular Interests, the Weighted Average Pass-Through Rate, computed for this purpose by (i) reducing the
Weighted Average Pass-Through Rate by a per annum rate equal to a fraction, the numerator of which is the Net Negative Amortization
Amount with respect to the Mortgage Loans multiplied by 12, and the denominator of which is the aggregate Principal Balance 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;
provided, however, that with respect to the initial Distribution Date, the Adjusted Cap Rate for the Class B-L Regular
Interests will be adjusted by multiplying by a fraction, the numerator of which is 30 and the denominator of which is
34.



For any Distribution Date
and the Class X-L Regular Interest, 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 Amount multiplied by 12, and the denominator of which is equal to the aggregate
Principal Balance of the Mortgage Loans as of the second preceding Due Date after giving effect to the payments due on the Mortgage
Loans on that Due Date and (ii) substituting “Adjusted Cap Rate” for “Adjusted Weighted Average Pass-Through
Rate” or “Weighted Average Pass-Through Rate,” as applicable, in clause (a) in the calculation of the
Certificate Interest Rate for each of notes (2) through (7) and (10) through (12) to the table entitled “REMIC II
Interests” in the Preliminary Statement hereto.


Adjusted Weighted Average Pass-Through
Rate:  For any Distribution Date, the product of (i) the Weighted Average Pass-Through Rate for
such Distribution Date and (ii) a fraction, the numerator of which is 30 and the denominator of which is the actual number of
days in the related No-Delay Accrual Period.


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


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 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 Servicer or the Company to any
obligation or liability (including obligations or liabilities under Section 406 of ERISA or Section 4975 of the Code) in addition
to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trust, the Trustee, the Delaware
Trustee, the Servicer or the Company.


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


BSFP:  Bear Stearns
Financial Products Inc.


Business Day:  Any day
other than a Saturday 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 the 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
Servicer, (b) within FDIC insured accounts (or other accounts with comparable insurance coverage acceptable to the Rating Agencies)
created, maintained and monitored by the Servicer or (c) in a separate non-trust account without FDIC or other insurance in an
Eligible Institution (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 Counterparty: 
BSFP.



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


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


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


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


For the Class B-1 Certificates for any Distribution
Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i)
the Interest Distribution Amount for the Class X-L Regular Interest for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class A Certificates for such Distribution
Date.


For the Class B-2 Certificates for any Distribution
Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i)
the Interest Distribution Amount for the Class X-L Regular Interest for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class A and Class B-1 Certificates for such
Distribution Date.


For the Class B-3 Certificates for any Distribution
Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i)
the Interest Distribution Amount for the Class X-L Regular Interest for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class A, Class B-1 and Class B-2 Certificates
for such Distribution Date.


For the Class B-4 Certificates for any Distribution
Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i)
the Interest Distribution Amount for the Class X-L Regular Interest for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class A, Class B-1, Class B-2 and Class B-3
Certificates for such Distribution Date.


For the Class B-5 Certificates for any Distribution
Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i)
the Interest Distribution Amount for the Class X-L Regular Interest for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class A, Class B-1, Class B-2, Class B-3 and Class
B-4 Certificates for such Distribution Date.


For the Class B-6 Certificates for any Distribution
Date, the lesser of (a) the Carryover Shortfall Amount for such Class for such Distribution Date and (b) the excess, if any, of (i)
the Interest Distribution Amount for the Class X-L Regular Interest for such Distribution Date over (ii) the aggregate of the Carryover Shortfall Payments for the Class A, Class B-1, Class B-2, Class B-3, Class B-4
and Class B-5 Certificates for such Distribution Date.


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


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


Certificateholder or Holder:  With respect to the Certificates, the Person in whose name a Certificate is registered in the Certificate Register,
except that, solely for the purposes of giving any consent pursuant to this Agreement, any Certificate registered in the name of
the Company, the Servicer or any affiliate thereof shall be deemed not to be outstanding and the Percentage Interest evidenced
thereby shall not be taken into account in determining whether the requisite percentage of Percentage Interests necessary to effect
any such consent has been obtained; provided, that the Trustee may conclusively rely upon an Officer’s Certificate to
determine whether any Person is an affiliate of the Company or the Servicer.  With respect to the REMIC I Regular Interests,
the owner of the REMIC I Regular Interests, which as of the Closing Date shall be the Trust.  With respect to each Class of
REMIC II Regular Interests, the Holder of the Corresponding Class of Certificates.


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


Certificate Margin: 
1.900%; provided, however, that in the event the Index is replaced, the Certificate Margin will be increased or decreased by
the amount by which the Mortgage Loan Margin for each Mortgage Loan is increased or decreased (before rounding of the replacement
Mortgage Loan Margin pursuant to the related Mortgage Note).


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


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


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


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


In addition to their rights to receive payments from the REMIC II
Available Distribution Amount on their Corresponding Class of REMIC II Regular Interests, (i) the Class A Certificates (other
than the Class A-2A Certificates) shall be entitled to receive payments, if any, as specified in the second and fifth
sentences of Section 4.04(a) and (ii) the Class B Certificates shall be entitled to receive payments, if any, as
specified in the second sentence of Section 4.04(a).  Notwithstanding the right of the Class X Certificates to receive
payments from the REMIC II Available Distribution Amount on the Class X-L Regular Interest, the amount of such payments may be
reduced as specified in the second sentence of Section 4.04(a).


Class A Certificates: 
The Class A-1A, Class A-1B, Class A-1C1, Class A-1C2, Class A-1C3 and Class A-2A Certificates.


Class A-L Regular Interests:  The Class A-1A-L, Class A-1B-L, Class A-1C1-L, Class A-1C2-L, Class A-1C3-L and Class A-2A-L Regular
Interests.


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


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


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


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


Class A-1C1 Certificates:  The Certificates. designated as “Class A-1C1” on the face thereof in substantially the form attached hereto
as Exhibit A.


Class A-1C1-L Regular Interest:  The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is
entitled to distributions as set forth herein.


Class A-1C2 Certificates:  The Certificates. designated as “Class A-1C2” on the face thereof in substantially the form attached hereto
as Exhibit A.


Class A-1C2-L Regular Interest:  The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is
entitled to distributions as set forth herein.


Class A-1C3 Certificates:  The Certificates. designated as “Class A-1C3” on the face thereof in substantially the form attached hereto
as Exhibit A.


Class A-1C3-L Regular Interest:  The uncertificated undivided beneficial interest in REMIC II which constitutes a REMIC II Regular Interest and is
entitled to distributions as set forth herein.


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


Class LT Principal Reduction
Amounts:  For any Distribution Date, the amounts by which the Class
Principal Balances of the Class LT1, Class LT2, Class LT3 and Class LT4 Regular Interests, respectively, will be reduced on such
Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as described in Appendix
1.


Class LT Regular Interests:
The Class LT1, Class LT2, Class LT3 and Class LT4 Regular Interests.


Class LT1 Regular Interest:
The uncertificated undivided beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.


Class LT2 Principal Distribution
Amount:  For any Distribution Date, the excess, if any, of the Class
LT2 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class LT2
Regular Interest on such Distribution Date.


Class LT2 Regular Interest:
The uncertificated undivided beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.


Class LT3 Principal Distribution
Amount:  For any Distribution Date, the excess, if any, of the Class
LT3 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class LT3
Regular Interest on such Distribution Date.


Class LT3 Regular Interest:
The uncertificated undivided beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.


Class LT4 Principal Distribution
Amount:  For any Distribution Date, the excess, if any, of the Class
LT4 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to the Class LT4
Regular Interest on such Distribution Date.


Class LT4 Regular Interest:
The uncertificated undivided beneficial interest in REMIC I which constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.


Class Notional Amount: 
With respect to the Class X Certificates and the Class X-L Regular Interest, the Class X-L Notional Amount.


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 such Class from principal payments on the Mortgage Loans or the REMIC I Regular Interests, as applicable, as
reduced from time to time by (x) distributions of principal to such Class and (y) the portion of Realized Losses allocated to the
Class Principal Balance of such Class pursuant to the definition of “Realized Loss” with respect to a given
Distribution Date, and as increased from time to time by the portion of Net Negative Amortization Amounts allocated to the Class
Principal Balance of such Class pursuant to the definition of “Net Negative Amortization Amount” with respect to a
given Distribution Date; and for any Class of Certificates or Components, as applicable, the Class Principal Balance of the
Corresponding Class of REMIC II Regular Interests.  For any Distribution Date, the reduction of the Class Principal Balance of
any Class of Certificates or Components, as applicable, and REMIC I or REMIC II Regular Interests pursuant to the definition of
“Realized Loss” and the increase in the Class Principal Balance of any Class of Certificates or Components, as
applicable, and REMIC I or REMIC II Regular Interests pursuant to the definition of “Net Negative Amortization Amount”
shall be deemed effective after the determination and distribution of principal on such Class pursuant to the definitions of
“REMIC I Distribution Amount” and “REMIC II Distribution Amount.”


Notwithstanding the foregoing, (A) any amounts distributed in respect
of principal losses pursuant to paragraph (I) (xxii) of the definition of “REMIC II Distribution Amount” shall not
cause a reduction in the Class Principal Balances of the REMIC II Regular Interests or their Corresponding Classes and (B) any
amounts distributed in respect of principal losses pursuant to clause (v) of the definition of “REMIC I Distribution
Amount” shall not cause a reduction in the Class Principal Balances of the REMIC I Regular Interests. 


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


The Class Principal Balance for the Class A-1A Certificates shall be
referred to as the “Class A-1A Principal Balance,” the Class Principal Balance for the Class A-1A-L Regular Interest
shall be referred to as the “Class A-1A-L Principal Balance” and so on.  The Class Principal Balances for the
Class X PO Component of the Class X-L Regular Interest shall be zero as of the Closing Date and shall increase after the
Closing Date by the portion, if any, of Net Negative Amortization Amounts allocated to the Class X-L Regular Interest pursuant to
the definition of “Net Negative Amortization Amount”.


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


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



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


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


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


Class X-L Notional Amount:  For any Distribution Date, the aggregate principal balance of the Mortgage Loans as of the second preceding Due Date
after giving effect to the payments due on the Mortgage Loans on that Due Date.


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


Class X PO Component:  The principal-only component of the Class X Certificate; in the event interest accrued on the Class X-L Notional
Amount is reduced as a result of the Net Negative Amortization Amount, such amount will be added as principal to the outstanding
component principal balance of the Class X PO Component. The principal balance of the Class X PO Component will
initially be zero.


Clean-Up Call Option Date:  The date on which the aggregate principal balance of the Mortgage Loans has been reduced to less than the Clean-Up Call
Percentage of that balance as of the Cut-Off Date.


Clean-Up Call Percentage:  10%.


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


Closing Date:  July 21,
2005, which is the date of settlement of the sale of the Certificates to the original purchasers thereof.


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


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


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


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


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


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


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


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


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


Corporate Trust Office:  The corporate trust office of the Trustee in the State of California, 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 1761 East St. Andrew Place, Santa Ana, CA 92705, Attention: Trust Administration WA05A9.


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


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



	

Class
A-1A-L

	

 

	

 

	

Class A-1A


	

Class
A-1B-L

	

 

	

 

	

Class A-1B


	

Class
A-1C1-L

	

 

	

 

	

Class
A-1C1


	

Class
A-1C2-L

	

 

	

 

	

Class
A-1C2


	

Class
A-1C3-L

	

 

	

 

	

Class
A-1C3


	

Class
A-2A-L

	

 

	

 

	

Class A-2A


	

Class X-L

	

 

	

 

	

Class X


	

Class
B-1-L

	

 

	

 

	

Class B-1


	

Class
B-2-L

	

 

	

 

	

Class B-2


	

Class
B-3-L

	

 

	

 

	

Class B-3


	

Class
B-4-L

	

 

	

 

	

Class B-4


	

Class
B-5-L

	

 

	

 

	

Class B-5


	

Class B-6-L

	

 

	

 

	

Class B-6







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


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


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


Curtailment Shortfall: 
For any Distribution Date and for any Curtailment applied with a Minimum 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 and the Certificateholders thereto shall be fully
protected against the claims of any creditors or depositors of the institution in which such account is maintained, (b) within FDIC
insured accounts (or other accounts with comparable insurance coverage acceptable to the Rating Agencies) created, maintained and
monitored by the Servicer or (c) as a separate account at an Eligible Institution. In the event that a Custodial Account for
P&I is established pursuant to clause (b) of the preceding sentence, amounts held in such Custodial Account for P&I shall
not exceed the level of deposit insurance coverage on such account; accordingly, more than one Custodial Account for P&I may be
established. Any amount that is at any time not protected or insured to the extent, if any, required by the first sentence of this
definition of “Custodial Account for P&I” shall promptly be withdrawn from such Custodial Account for P&I and
be remitted to the Investment Account.  In the event that a Custodial Account for P&I is established pursuant to clause
(c), it shall be entitled “Washington Mutual Bank in trust for holders of WaMu Mortgage Pass-Through Certificates, Series
2005‐AR9.”


Custodial Account for Reserves:  The custodial account for reserves established and maintained by the Servicer pursuant to Section 3.02 either (a) with
the corporate trust department of the Trustee or another financial institution approved by the Servicer such that the rights of the
Servicer, the Trustee, the Trust, the Delaware Trustee and the Certificateholders thereto shall be fully protected against the
claims of any creditors or depositors of the institution in which such account is maintained, (b) within FDIC insured accounts (or
other accounts with comparable insurance coverage acceptable to the Rating Agencies) created, maintained and monitored by the
Servicer or (c) as a separate account at an Eligible Institution. In the event that a Custodial Account for Reserves is established
pursuant to clause (b) of the preceding sentence, amounts held in such Custodial Account for Reserves shall not exceed the level of
deposit insurance coverage on such account; accordingly, more than one Custodial Account for Reserves may be established. Any
amount that is at any time not protected or insured to the extent, if any, required by the first sentence of this definition of
“Custodial Account for Reserves” shall promptly be withdrawn from such Custodial Account for Reserves and be remitted
to the Investment Account. In the event that a Custodial Account for Reserves is established pursuant to clause (c), it shall be
entitled “Washington Mutual Bank in trust for various mortgagors and/or holders of WaMu Mortgage Pass-Through Certificates,
Series 2005‐AR9.”


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:  July 1,
2005.


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


Delaware Trustee: 
Deutsche Bank Trust Company Delaware, 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 July 20, 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
August 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 Minimum Monthly Payment for each Mortgage Loan is due.


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


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



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



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



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



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



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



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



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


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


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


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


ERISA Restricted Certificate:  Any Senior Subordinate Certificate.


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


Excess Liquidation Proceeds:  With respect to any Distribution Date, the sum of (i) the excess, if any, of aggregate Liquidation Proceeds 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 such Distribution
Date.


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


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


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


FHA:  Federal Housing
Administration, or any successor thereto.


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


Final Yield Maintenance Payment
Date:  For the Class A Certificates (other than the Class A-2A
Certificates), the Distribution Date in January 2014.


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


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


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


Indirect DTC Participants:  Entities such as banks, brokers, dealers or trust companies, that clear through or maintain a custodial relationship
with a DTC Participant, either directly or indirectly.


Initial Custodial Agreement:  The Custodial Agreement, dated the date hereof, among the Trustee, the Servicer and the Initial Custodian.


Initial Custodian: 
Washington Mutual Bank fsb, which has been designated by the Servicer to be appointed by the Trustee to act as
Custodian.


Insurance Proceeds: 
Amounts paid or payable by the insurer under any Primary Insurance Policy or any other insurance policy (including any replacement
policy permitted under this Agreement) covering any Mortgage Loan or Mortgaged Property, including, without limitation, any hazard
insurance policy required pursuant to Section 3.07, any title insurance policy required pursuant to Section 2.08 and any FHA
insurance policy or VA guaranty.


Interest Distribution Amount:  For any Distribution Date for any Class of REMIC I Regular Interests, REMIC II Regular Interests and the Class R-1
Residual Interest, the amount of interest accrued during the Prior Period (or in the case of the Class A-L Regular Interests (other
than the Class A-2A-L Regular Interests) and Class B-L, during the No-Delay Accrual Period), at the related Certificate
Interest Rate for such Class for such Distribution Date, on the respective Class Principal Balance or Class Notional Amount, as
applicable, immediately before such Distribution Date, reduced by Net Negative Amortization Amounts, Uncompensated Interest
Shortfall and the interest portion of Realized Losses allocated to such Class on such Distribution Date pursuant to the definitions
of “Net Negative Amortization Amount,” “Uncompensated Interest Shortfall” and “Realized Loss,”
respectively.


The computation of interest accrued on the Class A-L Regular Interests
(other than the Class A-2A-L Regular Interests) shall be made on the basis of the actual number of days in the No-Delay
Accrual Period and assuming a 360 day year.


The computation of interest accrued on the Class A-2A-L,
Class X-L and Class B-L Regular Interests and the Residual Interests shall be made on the basis of a 360-day year of twelve
30-day months. The interest accrual period for the Class A-2A-L, Class X-L or Class B-L Regular Interests and the Residual
Interests shall be deemed to consist of 30 days,  except that for the Class B-L Regular Interests for the first Distribution
Date, the No-Delay Accrual Period shall be deemed to consist of 34 days.


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


Investment Account: 
The commingled account (which shall be commingled only with investment accounts related to series of pass-through certificates with
a class of certificates which has a rating equal to the highest of the Ratings of the Certificates) maintained by the Servicer in
the trust department of the Investment Depository pursuant to Section 3.03 and which bears a designation acceptable to the Rating
Agencies.


Investment Depository: 
JPMorgan Chase Bank, N.A. or another bank or trust company designated from time to time by the Servicer. The Investment Depository
shall at all times be an Eligible Institution.


Junior Subordinate Certificates:  The Class B-4, Class B-5 and Class B-6 Certificates.


Last Scheduled Distribution Date:  With respect to any Class of Certificates, the Final Maturity Date for such
Class.


Lender:  An institution
from which the Company purchased any Mortgage Loans.


LIBOR: The London Interbank Offered Rate for one-month United States dollar deposits calculated in the manner described in
Section 3.19.


LIBOR Determination Date: With respect to interest paid on any Distribution Date, the second day on which banks in London and New York City
are open for conducting transactions in foreign currency and exchange prior to the 25th day of the month preceding the Distribution
Date.


Liquidated Mortgage Loan:  A Mortgage Loan (other than a Mortgage Loan with respect to which a Payoff has been made) for which the Servicer has
determined in accordance with its customary servicing practices that it has received all amounts which it expects to recover from
or on account of such Mortgage Loan, whether from Insurance Proceeds, Liquidation Proceeds or otherwise. For purposes of this
definition, acquisition of a Mortgaged Property by the Trust shall not constitute final liquidation of the related Mortgage
Loan.


Liquidation Principal: 
The principal portion of Liquidation Proceeds received with respect to each Mortgage Loan which became a Liquidated Mortgage Loan
(but not in excess of the principal balance thereof) during the Prior Period.


Liquidation Proceeds: 
Amounts after deduction of amounts reimbursable under Section 3.05(a)(i) and (ii) received and retained in connection with the
liquidation of defaulted Mortgage Loans, whether through foreclosure or otherwise, other than any Subsequent Recoveries.


Loan-to-Value Ratio: 
The original principal amount of a Mortgage Loan divided by the Original Value; provided, however, that references to
“current Loan-to-Value Ratio” or “Loan-to-Value Ratio as of the Cut-Off Date” in Section 2.08 shall be
deemed to mean the then current Principal Balance of a Mortgage Loan divided by the Original Value.


Lowest Class B Owner: 
An owner unaffiliated with the Company or the Servicer of (i) a 100% interest in the Class of Class B Certificates with the lowest
priority or (ii) a 100% interest in a class of securities representing such interest in such Class specified in clause (i)
above.


Marker Rate:  With
respect to the Class X Certificates and any Distribution Date, in relation to the REMIC I Regular Interests LT1, LT2, LT3 and
LT4, a per annum rate equal to two (2) times the weighted average of the Certificate Interest Rates for REMIC I Regular
Interest LT2 and REMIC I Regular Interest LT3.


MERS:  Mortgage
Electronic Registration Systems, Inc., a Delaware corporation, or any successor thereto.


MERS Loan:  Any
Mortgage Loan registered on the MERS® System for which MERS appears as the mortgagee of record on the Mortgage or on an
assignment thereof.


MERS® System:  The
system of electronically recording transfers of Mortgages maintained by MERS.


MIN:  The Mortgage
Identification Number for a MERS Loan.


MOM Loan:  A Mortgage
Loan that was registered on the MERS® System at the time of origination thereof and for which MERS appears as the mortgagee of
record on the Mortgage.


Monthly P&I Advance:  An advance of funds by the Servicer pursuant to Section 4.02 to cover delinquent principal and interest
installments.


Minimum Monthly Payment:  For each Mortgage Loan, the scheduled payment of interest or principal and interest due on a Mortgage Loan (which
payment may be less than the amount of interest accrued on such Mortgage Loan due to the related Monthly Payment Adjustment Terms)
(including any amounts due from a Buydown Fund, if any) on the related Due Date for such Mortgage Loan.


Monthly Payment Adjustment Terms:  As to each Mortgage Loan, the terms for adjusting the amount of the Minimum Monthly Payment on such Mortgage Loan,
as set forth in the related Mortgage Note, including the dates on which or the circumstances under which such adjustments become
effective and limitations on the amounts of such adjustments.


Moody’s: 
Moody’s Investors Service, Inc., provided that at any time it be a Rating Agency.


Mortgage:  The
mortgage, deed of trust or other instrument securing a Mortgage Note.


Mortgage File:  The
following documents or instruments with respect to each Mortgage Loan transferred and assigned by the Company pursuant to Section
2.04, (X) with respect to each Mortgage Loan that is not a Cooperative Loan:



(i)            The original Mortgage Note endorsed (A) in blank,
without recourse, or (B) to “Deutsche Bank National Trust Company, as Trustee, without recourse” or to “WaMu
Mortgage Pass-Through Certificates Series 2005-AR9 Trust, without recourse” and all intervening endorsements evidencing a
complete chain of endorsements from the originator to the Trustee or the Trust, as applicable, or, in the event of any Destroyed
Mortgage Note, a copy or a duplicate original of the Mortgage Note, together with an original lost note affidavit from the
originator of the Mortgage Loan or the Company (or any affiliate of the Company from which the Company acquired the Mortgage Loan),
as applicable, stating that the original Mortgage Note (or portion thereof, as applicable) was lost, misplaced or destroyed,
together with a copy of the Mortgage Note; provided, however, that in the event the Company acquired the Mortgage Loan from
an affiliate of the Company, then the Mortgage Note need not be endorsed in blank or to Deutsche Bank National Trust Company or the
Trust as provided above (but, if not so endorsed, shall be made payable to, or endorsed by the mortgagee named therein to, such
affiliate of the Company);



(ii)           The Buydown Agreement, if applicable;



(iii)          A Mortgage that is either



(1)           (x) the original recorded Mortgage with evidence of
recording thereon for the jurisdiction in which the Mortgaged Property is located (which original recorded Mortgage, in the case of
a MOM Loan, shall set forth the MIN and shall indicate that the Mortgage Loan is a MOM Loan), (y) unless the Mortgage Loan is a
MERS Loan, an original Mortgage assignment thereof duly executed and acknowledged in recordable form (A) in blank or (B) to
“Deutsche Bank National Trust Company, as Trustee,” or to “WaMu Mortgage Pass-Through Certificates Series
2005-AR9 Trust,” and (z) unless the Mortgage Loan is a MOM Loan, recorded originals of all intervening assignments evidencing
a complete chain of assignment, from the originator to the name holder or the payee endorsing the related Mortgage Note (or, in the
case of a MERS Loan other than a MOM Loan, from the originator to MERS); or



(2)           (x) a copy (which may be in electronic form) of the Mortgage
(which Mortgage, in the case of a MOM Loan, shall set forth the MIN and shall indicate that the Mortgage Loan is a MOM Loan) which
represents a true and correct reproduction of the original Mortgage and which has either been certified (i) on the face thereof by
the public recording office in the appropriate jurisdiction in which the Mortgaged Property is located, or (ii) by the originator,
the related Lender, the Servicer or the escrow or title company which provided closing services in connection with such Mortgage
Loan as a true and correct copy the original of which has been sent for recordation, (y) unless the Mortgage Loan is a MERS Loan,
an original Mortgage assignment thereof duly executed and acknowledged in recordable form (A) in blank or (B) to “Deutsche
Bank National Trust Company, as Trustee,” or to “WaMu Mortgage Pass-Through Certificates Series 2005-AR9 Trust”
and (z) unless the Mortgage Loan is a MOM Loan, true and correct copies, certified by the applicable county recorder or by the
originator, Lender or Servicer as described above, of all intervening assignments evidencing a complete chain of assignment from
the originator to the name holder or the payee endorsing the related Mortgage Note (or, in the case of a MERS Loan other than a MOM
Loan, from the originator to MERS);



provided, however, that in the event the Company acquired the Mortgage
Loan from an affiliate of the Company, then the Mortgage File need not include a Mortgage assignment executed in blank or to
Deutsche Bank National Trust Company or the Trust as provided in clause (X)(iii)(1)(y) or (X)(iii)(2)(y) above, as applicable (but
the Mortgage File shall, unless the Mortgage Loan was originated by such affiliate of the Company, include an intervening Mortgage
assignment to such affiliate as provided in clause (X)(iii)(1)(z) or (X)(iii)(2)(z) above, as applicable); and



(iv)          For any Mortgage Loan that has been modified or amended, the
original instrument or instruments effecting such modification or amendment;


and (Y) with respect to each Cooperative Loan:



(i)            The original Mortgage Note endorsed (A) in blank,
without recourse, or (B) to “Deutsche Bank National Trust Company, as Trustee, without recourse” or to “WaMu
Mortgage Pass-Through Certificates Series 2005-AR9 Trust, without recourse” and all intervening endorsements evidencing a
complete chain of endorsements, from the originator to the Trustee or the Trust, as applicable, or, in the event of any Destroyed
Mortgage Note, a copy or a duplicate original of the Mortgage Note, together with an original lost note affidavit from the
originator of the Cooperative Loan or the Company (or any affiliate of the Company from which the Company acquired the Mortgage
Loan), as applicable, stating that the original Mortgage Note (or portion thereof, as applicable) was lost, misplaced or destroyed,
together with a copy of the Mortgage Note; provided, however, that in the event the Company acquired the Cooperative Loan
from an affiliate of the Company, then the Mortgage Note need not be endorsed in blank or to Deutsche Bank National Trust Company
or the Trust as provided above (but, if not so endorsed, shall be made payable to, or endorsed by the originator or successor
lender named therein to, such affiliate of the Company);



(ii)           A counterpart of the Cooperative Lease and the Assignment
of Proprietary Lease to the originator of the Cooperative Loan;



(iii)          The related Cooperative Stock Certificate, representing the
related Cooperative Stock pledged with respect to such Cooperative Loan, together with an undated stock power (or other similar
instrument) executed in blank;



(iv)          The Recognition Agreement;



(v)           The Security Agreement;



(vi)          Copies of the original UCC financing statement, and any
continuation statements, filed by the originator of such Cooperative Loan as secured party, each with evidence of recording
thereof, evidencing the interest of the originator under the Security Agreement and the Assignment of Proprietary
Lease;



(vii)         Copies of the filed UCC assignments or amendments of the UCC financing
statement referenced in clause (vi) above showing an unbroken chain of title from the originator to the Trust, each with evidence
of recording thereof, evidencing the interest of the assignee under the Security Agreement and the Assignment of Proprietary
Lease;



(viii)        An executed assignment of the interest of the originator in the Security
Agreement, the Assignment of Proprietary Lease and the Recognition Agreement, showing an unbroken chain of title from the
originator to the Trust; and



(ix)           For any Cooperative Loan that has been modified or amended,
the original instrument or instruments effecting such modification or amendment;



provided, however, that in the event the Company acquired the Cooperative Loan from an affiliate of the Company, then the Mortgage File need not
include (1) a UCC assignment or amendment of the UCC financing statement referenced in clause (Y)(vi) above to the Trust as
provided in clause (Y)(vii) above (but the Mortgage File shall, unless the Cooperative Loan was originated by such affiliate of the
Company, include a UCC assignment or amendment of such UCC financing statement to such affiliate) or (2) an assignment of the
interest of the originator in the Security Agreement, the Assignment of Proprietary Lease and the Recognition Agreement to the
Trust as provided in clause (Y)(viii) above (but the Mortgage File shall, unless the Cooperative Loan was originated by such
affiliate of the Company, include an assignment of such interest to such affiliate).


Mortgage Interest Rate:  For any Mortgage Loan, the per annum rate at which interest accrues on such Mortgage Loan pursuant to the terms of the
related Mortgage Note.


Mortgage Loan Margin: 
For each Mortgage Loan, the applicable fixed per annum percentage rate specified in the applicable Mortgage Note and designated as
such in the Mortgage Loan Schedule; provided, however, that in the event the Index is replaced, the Mortgage Loan Margin
will be increased or decreased pursuant to the related Mortgage Note.


Mortgage Loan Schedule:  The schedule, as amended from time to time, of Mortgage Loans attached hereto as Exhibit D, which shall set forth as to
each Mortgage Loan the following, among other things:



(i)            its loan number,



(ii)           the city, state and zip code of the Mortgaged
Property,



(iii)          the Minimum Monthly Payment as of the Cut-Off
Date,



(iv)          the Original Value of the property subject to the
Mortgage,



(v)           the Principal Balance as of the Cut-Off Date,



(vi)          the Mortgage Interest Rate, as of the Cut-Off Date, borne by the
Mortgage Note and the Rate Ceiling and Mortgage Loan Margin borne by the Mortgage Note, and the Index, Interest Rate Adjustment
Date and Monthly Payment Adjustment Terms applicable to such Mortgage Loan,



(vii)         whether a Primary Insurance Policy is in effect as of the Cut-Off
Date, and, if so, whether such Primary Insurance Policy is a Special Primary Insurance Policy,



(viii)        the maturity of the Mortgage Note and



(ix)           the Servicing Fee Rate.


Mortgage Loans:  The
mortgage loans and cooperative loans (if any) listed on the Mortgage Loan Schedule and transferred and assigned to the Trust
pursuant hereto. With respect to each Mortgage Loan that is a Cooperative Loan, “Mortgage Loan” shall include, but not
be limited to, the Mortgage Note, Security Agreement, Assignment of Proprietary Lease, Recognition Agreement, Cooperative Stock
Certificate and Cooperative Lease, and, with respect to each Mortgage Loan other than a Cooperative Loan, “Mortgage
Loan” shall include, but not be limited to the Mortgage Note and the related Mortgage.


Mortgage Note:  The
note or other evidence of the indebtedness of a Mortgagor under a Mortgage Loan.


Mortgage Pool:  All of
the Mortgage Loans.


Mortgage Pool Assets: 
(i) The Mortgage Loans (including all Substitute Mortgage Loans) identified on the Mortgage Loan Schedule, and all rights
pertaining thereto, including the related Mortgage Notes, Mortgages, Cooperative Stock Certificates, Cooperative Leases, Security
Agreements, Assignments of Proprietary Lease, and Recognition Agreements, and all payments and distributions with respect to the
Mortgage Loans payable on and after the Cut-Off Date; (ii) the Certificate Account, the Investment Account, and all money,
instruments, investment property, and other property credited thereto, carried therein, or deposited therein (except amounts
constituting the Servicing Fee); (iii) the Custodial Accounts for P&I, the Custodial Accounts for Reserves, any Buydown
Fund Account (to the extent of the amounts on deposit or other property therein attributable to the Mortgage Loans), and all money,
instruments, investment property, and other property credited thereto, carried therein, or deposited therein (except amounts
constituting the Servicing Fee); (iv) all property that secured a Mortgage Loan and that has been acquired by foreclosure or deed
in lieu of foreclosure or, in the case of a Cooperative Loan, a similar form of conversion, after the Cut-Off Date; (v) each FHA
insurance policy, Primary Insurance Policy, VA guaranty, and other insurance policy related to any Mortgage Loan, and all amounts
paid or payable thereunder and all proceeds thereof; and (vi) the Yield Maintenance Agreement.


Mortgaged Property: 
With respect to any Mortgage Loan, other than a Cooperative Loan, the real property, together with improvements thereto, and, with
respect to any Cooperative Loan, the related Cooperative Stock and Cooperative Lease, securing the indebtedness of the Mortgagor
under the related Mortgage Loan.  “Mortgaged Property” shall also refer to property which once secured the
indebtedness of a Mortgagor under the related Mortgage Loan but which was acquired by the Trust upon foreclosure or other
liquidation of such Mortgage Loan.


Mortgagor:  The obligor
on a Mortgage Note.


Negative Amortization Amount: For any Due Date for any Mortgage Loan, the excess, if any, of (i) the amount of interest accrued on such Mortgage Loan,
during the monthly period immediately preceding such Due Date, at the related Mortgage Interest Rate, over the Minimum Monthly
Payment due on such Mortgage Loan on such Due Date.


Net Negative Amortization Amount: For any Distribution Date, the excess, if any, of (i) the aggregate of Negative Amortization Amounts with respect to the
Mortgage Loans for the Due Date in the calendar month of such Distribution Date over (ii) the sum of (a) Curtailments received
during the Prior Period from the Mortgage Loans and (b) Payoffs received during the Payoff Period from the Mortgage
Loans.


For any Distribution Date, (a) the Net Negative Amortization Amount
for such Distribution Date shall be allocated, first, to the Class LT2, LT3 and LT4 REMIC I Regular Interests respectively to the
extent that their Principal Reduction Amounts for such Distribution Date are negative and, second, to the Class LT1 REMIC I Regular
Interests to the extent of any remaining Net Deferred Interest, in reduction of the Interest Distribution Amount for such Classes,
and (b) the Class Principal Balance of each such Class of REMIC I Regular Interest shall be increased by the Net Negative
Amortization Amount allocated thereto for such Distribution Date.


For any Distribution Date, (a) the Net Negative Amortization Amount
for such Distribution Date shall be allocated among the REMIC II Regular Interests in proportion to the excess, if any, for each
such Class of (i) the amount of interest accrued during the Prior Period (or in the case of the Class A-L Regular Interests (other
than the Class A-2A-L Regular Interests) and Class B-L Regular Interests, during the No-Delay Accrual Period) on the Class
Principal Balance or Class Notional Amount, as applicable, for such Class at the applicable Certificate Interest Rate for such
Class, over (ii) the amount of interest that would have accrued during the Prior Period (or in the case of the Class A-L Regular
Interests (other than the Class A-2A-L Regular Interests) and Class B-L Regular Interests, during the No-Delay Accrual Period)
on the Class Principal Balance or Class Notional Amount, as applicable, for such Class had the Certificate Interest Rate for such
Class equaled the Adjusted Cap Rate for such Class and for such Distribution Date, in reduction of the Interest Distribution Amount
for each such Class, and (b) the Class Principal Balance for each Class of REMIC II Regular Interests shall be increased by the
amount allocated to such Class in reduction of the Interest Distribution Amount thereof pursuant to clause (a) of this
sentence.  The portion of the Net Negative Amortization Amount allocated to the Class X-L Regular Interest pursuant to
the preceding sentence will be added to the outstanding principal balance of the Class X PO Component.


No-Delay Accrual Period:  For any Distribution Date, the period beginning on the 25th day of the month preceding that Distribution Date (or, in
the case of the first Distribution Date, on the Closing Date) and ending on the 24th day of the month of that Distribution
Date.


Nonrecoverable Advance:  With respect to any Mortgage Loan, any advance which the Servicer shall determine to be a Nonrecoverable Advance
pursuant to Section 4.03 and which was, or is proposed to be, made by the Servicer.


Non-U.S. Person:  A
Person that is not a U.S. Person.


Notice Addresses:  (a)
In the case of the Company, 75 North Fairway Drive, Vernon Hills, Illinois 60061, Attention: Servicing Department, with a copy to:
Washington Mutual Legal Department, 1201 Third Avenue, WMT 1706, Seattle, WA 98101, Attention: WMMSC, or such other
address as may hereafter be furnished to the Trustee in writing by the Company, (b) in the case of the Servicer, 19850 Plummer
Street (Mail Stop N070205), Chatsworth, CA 91311, Fax Number (818) 775‐2815, Attention:  Vice President Investor
Reporting, with a copy to:  Washington Mutual Legal Department, 1201 Third Avenue, WMT 1706, Seattle, WA 98101, Fax
Number (206) 377‐6244, Attention: WaMu, and with a copy to the Company (at the Notice Address specified in clause (a) above),
or such other address and fax number as may hereafter be furnished in writing by the Servicer, (c) in the case of the Trustee,
at its Corporate Trust Office, or such other address as may hereafter be furnished to the Servicer in writing by the Trustee, (d)
in the case of the Delaware Trustee, 1011 Centre Road, Suite 200, Wilmington, DE 19805-1266, or such other address as may hereafter
be furnished to the Servicer in writing by the Delaware Trustee, (e) in the case of the Trust, c/o Deutsche Bank National Trust
Company, at the Corporate Trust Office, or such other address as may hereafter be furnished to the Servicer in writing by the
Trustee, (f) in the case of the Certificate Registrar, at its Corporate Trust Office, or such other address as may hereafter be
furnished to the Trustee in writing by the Certificate Registrar, (g) in the case of S&P, 55 Water Street, 41st
Floor, New York, NY 10041-0003, Attention:  Residential Mortgage Backed Securities Surveillance Group, or such other address
as may hereafter be furnished to the Trustee and Servicer in writing by S&P and (h) in the case of Moody’s,
99 Church Street, New York, NY 10007, Attention: Monitoring, or such other address as may hereafter be furnished to the
Trustee and Servicer in writing by Moody’s.


OTS:  The Office of
Thrift Supervision, or any successor thereto.


Officer’s Certificate:  A certificate signed by the Chairman of the Board, the President, a Vice President, or the Treasurer of the Servicer
and delivered to the Trustee or the Delaware Trustee, as applicable.


One-Year MTA:  The
twelve-month moving average monthly yield on United States Treasury Securities adjusted to a constant maturity of one year as
published by the Federal Reserve Board in the Federal Reserve Statistical Release “Selected Interest Rates (H.15),”
determined by averaging the monthly yields for the most recently available twelve months.


Opinion of Counsel:  A
written opinion of counsel, who shall be reasonably acceptable to the Trustee or the Delaware Trustee, as applicable, and who may
be counsel (including in-house counsel) for the Company or the Servicer.


Original Trust Agreement:  The Trust Agreement, dated as of July 1, 2005, between the Company and the Delaware Trustee, providing for the creation
of the Trust.


Original Value:  With
respect to any Mortgage Loan other than a Mortgage Loan originated for the purpose of refinancing an existing mortgage debt, the
lesser of (a) the Appraised Value (if any) of the Mortgaged Property at the time the Mortgage Loan was originated or (b) the
purchase price paid for the Mortgaged Property by the Mortgagor.  With respect to a Mortgage Loan originated for the purpose
of refinancing existing mortgage debt, the Original Value shall be equal to the Appraised Value of the Mortgaged
Property.


Ownership Interest: 
With respect to any Residual Certificate, any ownership or security interest in such Residual Certificate, including any interest
in a Residual Certificate as the Holder thereof and any other interest therein whether direct or indirect, legal or beneficial, as
owner or as pledgee.


Pass-Through Entity: 
Any regulated investment company, real estate investment trust, common trust fund, partnership, trust or estate, and any
organization to which Section 1381 of the Code applies.


Pass-Through Rate:  For
each Mortgage Loan, the Mortgage Interest Rate for such Mortgage Loan less (i) the Servicing Fee Rate for such Mortgage Loan and
(ii) if such Mortgage Loan was covered by a Special Primary Insurance Policy on the Closing Date (even if no longer so covered),
the per annum rate at which the applicable Special Primary Insurance Premium for such Mortgage Loan is calculated. For each
Mortgage Loan, any calculation of monthly interest at such rate shall be based upon annual interest at such rate (computed on the
basis of a 360-day year of twelve 30-day months) on the unpaid Principal Balance of such Mortgage Loan divided by twelve, and any
calculation of interest at such rate by reason of a Payoff shall be based upon annual interest at such rate on the outstanding
Principal Balance of such Mortgage Loan multiplied by a fraction, the numerator of which is the number of days elapsed from the Due
Date of the last scheduled payment of principal and interest to, but not including, the date of such Payoff, and the denominator of
which is (a) for Payoffs received on a Due Date, 360, and (b) for all other Payoffs, 365.


Paying Agent:  Any
paying agent appointed by the Trustee pursuant to Section 8.12.


Payoff:  Any Mortgagor
payment of principal on a Mortgage Loan equal to the entire outstanding Principal Balance of such Mortgage Loan, if received in
advance of the last scheduled Due Date for such Mortgage Loan and accompanied by an amount of interest equal to accrued unpaid
interest on the Mortgage Loan to the date of such payment-in-full.  (Prepayment penalties are not payments of principal and
hence Payoffs do not include prepayment penalties.)


Payoff Earnings:  For
any Distribution Date with respect to each Mortgage Loan on which a Payoff was received by the Servicer during the Payoff Period,
the aggregate of the interest earned by the Servicer from investment of each such Payoff from the date of receipt of such Payoff
until the Business Day immediately preceding the related Distribution Date (net of investment losses).


Payoff Interest:  For
any Distribution Date with respect to a Mortgage Loan for which a Payoff was received on or after the first calendar day of the
month of such Distribution Date and before the 15th calendar day of such month, an amount of interest thereon at the applicable
Pass-Through Rate from the first day of the month of distribution through the day of receipt thereof; to the extent (together with
aggregate Payoff Earnings and the aggregate Servicing Fee) not required to be distributed as Compensating Interest on such
Distribution Date, aggregate Payoff Interest shall be payable to the Servicer as additional servicing compensation.


Payoff Period:  For the
first Distribution Date, the period from the Cut-Off Date through July 14, 2005, inclusive; and for any Distribution Date
thereafter, the period from the 15th day of the Prior Period through the 14th day of the month of such Distribution Date,
inclusive.


Percentage Interest: 
(a)  With respect to the right of each Certificate of a particular Class in the distributions allocated to such Class,
“Percentage Interest” shall mean the percentage equal to:



(i)            with respect to any Certificate (other than the Class
X and Residual Certificates), its Certificate Principal Balance divided by the applicable Class Principal Balance;



(ii)           with respect to any Class X Certificate, the portion of the
Class X-L Notional Amount evidenced by such Certificate divided by the Class X-L Notional Amount; and



(iii)          with respect to any Residual Certificate, the percentage set
forth on the face of such Certificate.


(b)           With
respect to the rights of each Certificate in connection with Sections 5.09, 7.01, 8.01(c), 8.02, 8.07, 10.01 and 10.03,
“Percentage Interest” shall mean the percentage equal to:



(i)            with respect to any Certificate (other than the Class
X and Residual Certificates), the product of (x) ninety-nine percent (99%) and (y) its Certificate Principal Balance divided by the
Aggregate Certificate Principal Balance of the Certificates; provided, however, that the percentage in clause (x) above
shall be increased by one percent (1%) upon the retirement of the Class X Certificates;



(ii)           with respect to any Class X Certificate, one percent (1%)
of such Certificate’s Percentage Interest as calculated by paragraph (a)(ii) of this definition; and



(iii)          with respect to any Residual Certificate, zero.


Permitted Transferee: 
With respect to the holding or ownership of any Residual Certificate, any Person other than (i) the United States, a State or any
political subdivision thereof, or any agency or instrumentality of any of the foregoing, (ii) a foreign government, International
Organization or any agency or instrumentality of either of the foregoing, (iii) an organization (except certain farmers’
cooperatives described in Code Section 521) which is exempt from the taxes imposed by Chapter 1 of the Code (unless such
organization is subject to the tax imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric
and telephone cooperatives described in Code Section 1381(a)(2)(C), (v) any “electing large partnership” as defined in
Section 775(a) of the Code, (vi) any Person from whom the Trustee has not received an affidavit to the effect that it is not a
“disqualified organization” within the meaning of Section 860E(e)(5) of the Code, and (vii) any other Person so
designated by the Company based upon an Opinion of Counsel that the transfer of an Ownership Interest in a Residual Certificate to
such Person may cause REMIC I or REMIC II to fail to qualify as a REMIC at any time that the Certificates are outstanding. The
terms “United States,” “State” and “International Organization” shall have the meanings set
forth in Code Section 7701 or successor provisions. A corporation shall not be treated as an instrumentality of the United States
or of any State or political subdivision thereof if all of its activities are subject to tax, and, with the exception of the
Freddie Mac, a majority of its board of directors is not selected by such governmental unit.


Person:  Any
individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision thereof.


Prepaid Monthly Payment:  Any Minimum Monthly Payment received prior to its scheduled Due Date, which is intended to be applied to a Mortgage
Loan on its scheduled Due Date and held in the related Custodial Account for P&I until the Withdrawal Date following its
scheduled Due Date.


Primary Insurance Policy:  A policy of mortgage guaranty insurance, if any, on an individual Mortgage Loan or on pools of mortgage loans that
include an individual Mortgage Loan, providing coverage as required by Section 2.08(xi) (including any Special Primary Insurance
Policy).


Principal Balance: 
Except as used in Sections 2.07, 3.09 and 9.01 and for purposes of the definition of Purchase Price, at the time of any
determination, the principal balance of a Mortgage Loan remaining to be paid at the close of business on the Cut‐Off Date,
after application of all scheduled principal payments due on or before the Cut‐Off Date, whether or not received, reduced by
all amounts distributed or (except when such determination occurs earlier in the month than the Distribution Date) to be
distributed to Certificateholders through the Distribution Date in the month of determination that are reported as allocable to
principal of such Mortgage Loan, and increased by all Negative Amortization Amounts for such Mortgage Loan for prior Due
Dates.


For purposes of the definition of Purchase Price and as used in
Sections 2.07, 3.09 and 9.01, at the time of any determination, the principal balance of a Mortgage Loan remaining to be paid at
the close of business on the Cut-Off Date, after deduction of all scheduled principal payments due on or before the Cut-Off Date,
whether or not received, reduced by all amounts distributed or to be distributed to Certificateholders (other than the price paid
by the Servicer in connection with a purchase by the Servicer of the Mortgage Loans pursuant to Section 9.01) through the
Distribution Date in the month of determination that are reported as allocable to principal of such Mortgage Loan, and increased by
all Negative Amortization Amounts for such Mortgage Loan for prior Due Dates.


In the case of a Substitute Mortgage Loan, “Principal
Balance” shall mean, at the time of any determination, the principal balance of such Substitute Mortgage Loan transferred to
the Trust, on the date of substitution, reduced by all amounts distributed or to be distributed to Certificateholders through the
Distribution Date in the month of determination that are reported as allocable to principal of such Substitute Mortgage Loan, and
increased by all Negative Amortization Amounts for such Substitute Mortgage Loan for prior Due Dates since the date of
substitution.


The Principal Balance of a Mortgage Loan (including a Substitute
Mortgage Loan) shall not be adjusted solely by reason of any bankruptcy or similar proceeding or any moratorium or similar waiver
or grace period. Whenever a Realized Loss has been incurred with respect to a Mortgage Loan during a calendar month, the Principal
Balance of such Mortgage Loan shall be reduced by the amount of such Realized Loss as of the Due Date next following the end of
such calendar month. The Principal Balance of each Mortgage Loan shall be increased, as of each Due Date, by the amount of any
Negative Amortization Amount for such Mortgage Loan for such Due Date.


Principal Payment:  Any
payment of principal on a Mortgage Loan other than a Principal Prepayment.


Principal Payment Amount:  For any Distribution Date, the sum of (i) the scheduled principal payments (if any) on the Mortgage Loans due on the
related Due Date, (ii) the principal portion of proceeds received with respect to any Mortgage Loan which was purchased or
repurchased pursuant to a Purchase Obligation or as permitted by this Agreement during the Prior Period and (iii) any other
unscheduled payments of principal which were received with respect to any Mortgage Loan during the Prior Period, other than
Payoffs, Curtailments, Liquidation Principal and Subsequent Recoveries.


Principal Prepayment: 
Any payment of principal on a Mortgage Loan which constitutes a Payoff or a Curtailment.


Principal Prepayment Amount:  For any Distribution Date, the sum of (i) Curtailments received during the Prior Period from the Mortgage Loans and
(ii) Payoffs received during the Payoff Period from the Mortgage Loans, such sum reduced (but not to less than zero) by the
aggregate of Negative Amortization Amounts with respect to the Mortgage Loans for the Due Date in the calendar month of such
Distribution Date.


Prior Period:  With
respect to any Distribution Date, the calendar month immediately preceding such Distribution Date.


Pro Rata Allocation: 
The allocation of the principal portion of Realized Losses to all Classes of REMIC II Regular Interests pro rata according to their
respective Class Principal Balances in reduction thereof, and the allocation of the interest portion of Realized Losses to all
Classes of REMIC II Regular Interests pro rata according to the amount of interest accrued but unpaid on each such Class, in
reduction thereof, and then to such Classes pro rata according to their respective Class Principal Balances in reduction
thereof.


Prospectus:   The
Prospectus, dated July 13, 2005, and the Prospectus Supplement, dated July 19, 2005, of the Company.


Purchase Obligation: 
An obligation of the Company to repurchase Mortgage Loans under the circumstances and in the manner provided in Section 2.07 or
Section 2.08.


Purchase Price:  With
respect to any Mortgage Loan to be purchased pursuant to a Purchase Obligation, an amount equal to the sum of (i) the Principal
Balance thereof, (ii) unpaid accrued interest thereon, if any, during the calendar month in which the date of purchase occurs to
the last day of such month at a rate equal to the applicable Pass-Through Rate and (iii) any costs and damages incurred by the
Trust in connection with any violation by such Mortgage Loan of any predatory and abusive lending laws, to the extent such costs
and damages result from a breach of the representation and warranty made by the Company pursuant to clause (viii) of Section 2.08;
provided, however, that to the extent that such costs and damages constitute a set-off against the principal balance of the
Mortgage Loan, such costs and damages will not be paid pursuant to this clause (iii), and the amount paid pursuant to clause (i)
above will be calculated without regard to such set-off; provided, further, that no Mortgage Loan shall be purchased or
required to be purchased pursuant to Section 2.08, or more than two years after the Closing Date under Section 2.07, unless (a) the
Mortgage Loan to be purchased is in default, or default is in the judgment of the Company reasonably imminent, or (b) the Company,
at its expense, delivers to the Trustee an Opinion of Counsel addressed to the Trust and the Trustee to the effect that the
purchase of such Mortgage Loan will not give rise to a tax on a prohibited transaction, as defined in Section 860F(a) of the
Code.


Qualified Insurer:  A
mortgage guaranty insurance company duly qualified as such under the laws of the states in which the Mortgaged Properties are
located if such qualification is necessary to issue the applicable insurance policy or bond, duly authorized and licensed in such
states to transact the applicable insurance business and to write the insurance provided by the Primary Insurance Policies and
approved as an insurer by the Servicer. A Qualified Insurer must have the rating required by the Rating Agencies.


Rate Ceiling:  The
maximum per annum Mortgage Interest Rate permitted under the related Mortgage Note.


Rating Agency: 
Initially, each of S&P and Moody’s and thereafter, each nationally recognized statistical rating organization that has
rated the Certificates at the request of the Company, or their respective successors in interest.


Ratings:  As of any
date of determination, the ratings, if any, of the Certificates as assigned by the applicable Rating Agencies.


Realized Loss:  For any
Distribution Date, with respect to any Mortgage Loan that became a Liquidated Mortgage Loan during the related Prior Period, the
sum of (A) the excess, if any, of (i) accrued and unpaid interest on such Mortgage Loan over (ii) the aggregate Insurance Proceeds
and Liquidation Proceeds received with respect to such Mortgage Loan (the interest portion of such Realized Loss) and (B) the
excess, if any, of (i) the sum of (a) the Principal Balance of such Mortgage Loan and (b) the aggregate amount of Monthly P&I
Advances (other than advances of delinquent interest) and any other advances made hereunder by the Servicer with respect to such
Mortgage Loan, to the extent not previously reimbursed, over (ii) the aggregate Insurance Proceeds and Liquidation Proceeds
received with respect to such Mortgage Loan (the amount in this clause (B)(ii) reduced by the amount in clause (A)(i) above) (the
principal portion of such Realized Loss); provided, however, that for purposes of allocating Realized Losses to the
REMIC I, REMIC II and REMIC III Regular Interests pursuant to this definition of “Realized
Loss,” the aggregate principal portion of Realized Losses for any Distribution Date for any Loan Group shall be reduced by
the Cumulative Carry-Forward Subsequent Recoveries Amount for such Distribution Date for such Loan Group. For any Distribution
Date, with respect to any Mortgage Loan that is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss for such Mortgage
Loan and such Distribution Date.


Realized Losses shall be allocated among the REMIC I Regular Interests
as follows:  The interest portion of Realized Losses, if any, shall be allocated among the Class LT1,
Class LT2, Class LT3 and Class LT4  Regular Interests pro rata according to the amount of interest accrued but unpaid thereon,
in reduction thereof.  Any interest portion of Realized Losses in excess of the amount allocated pursuant to the preceding
sentence shall be treated as a principal portion of Realized Losses and allocated pursuant to the succeeding sentence.  The
principal portion of Realized Losses, if any, shall be allocated (a) first, to the Class LT2, Class LT3 and Class LT4 Regular
Interests, pro rata according to the Principal Reduction Amount thereof, to the extent of such Principal Reduction Amount in
reduction of the Class Principal Balance of such Regular Interest, (b) second, to the Class LT1 Regular Interest, in reduction of
the Class Principal Balance thereof, and (c) third, to the Class LT2, Class LT3 and Class LT4 Regular Interests, pro rata according
to the Class Principal Balance thereof remaining after the application of clause (a) above, in reduction thereof.  


Realized Losses shall be allocated among the REMIC II Regular
Interests (i) for Realized Losses allocable to principal (a) first, to the Class B-6-L Regular Interest, until the Class B-6-L
Principal Balance has been reduced to zero, (b) second, to the Class B-5-L Regular Interest, until the Class B-5-L Principal
Balance has been reduced to zero, (c) third, to the Class B-4-L Regular Interest, until the Class B-4-L Principal Balance has been
reduced to zero, (d) fourth, to the Class B-3-L Regular Interest, until the Class B-3-L Principal Balance has been reduced to
zero, (e) fifth, to the Class B-2-L Regular Interest, until the Class B-2-L Principal Balance has been reduced to zero, (f) sixth,
to the Class B-1-L Regular Interest, until the Class B-1-L Principal Balance has been reduced to zero and (g) seventh, to the Class
A-L and Class X-L Regular Interests, pro rata according to the Class Principal Balances thereof, in reduction thereof; and (ii) for
Realized Losses allocable to interest (a) first, to the Class B-6-L Regular Interest, in reduction of accrued but unpaid interest
thereon and then in reduction of the Class B-6-L Principal Balance, (b) second, to the Class B-5-L Regular Interest, in reduction
of accrued but unpaid interest thereon and then in reduction of the Class B-5-L Principal Balance, (c) third, to the Class B-4-L
Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the Class B-4-L Principal Balance,
(d) fourth, to the Class B-3-L Regular Interest, in reduction of accrued but unpaid interest thereon and then in reduction of the
Class B-3-L Principal Balance, (e) fifth, to the Class B-2-L Regular Interest, in reduction of accrued but unpaid interest thereon
and then in reduction of the Class B-2-L Principal Balance, (f) sixth, to the Class B-1-L Regular Interest, in reduction of accrued
but unpaid interest thereon and then in reduction of the Class B-1-L Principal Balance and (g) seventh, to the Class A-L and Class
X-L Regular Interests, pro rata according to accrued but unpaid interest on such Classes, in reduction thereof, and then to such
Classes, pro rata according to the Class Principal Balances thereof, in reduction thereof; provided, however, that all
principal losses that would otherwise be allocated to the Class A-1A-L Regular Interest pursuant to clause (i) of this paragraph
shall instead (1) first be allocated to the Class A-1C1-L, Class A-1C2-L and Class A-1C3-L Regular Interests, pro rata, in
reduction of the Class A-1C1-L, Class A-1C2-L and Class A-1C3-L Principal Balance, respectively, until each of the Class A-1C1-L,
Class A-1C2-L or Class A-1C3-L Principal Balance has been reduced to zero and (2) second, be allocated to the Class A-1B-L
Regular Interest in reduction of the Class A-1B-L Principal Balance until the Class A-1B-L Principal Balance has been reduced to
zero and all interest losses that would otherwise be allocated to the Class A-1A-L Regular Interest pursuant to clause (ii) of this
paragraph shall instead (1) first be allocated to the Class A-1C1-L, Class A-1C2-L and Class A-1C3-L Regular Interests, pro
rata, in reduction of accrued but unpaid interest thereon, and then in reduction of the Class A-1C1-L, Class A-1C2-L and Class
A-1C3-L Principal Balance, respectively, until each of the Class A-1C1-L, Class A-1C2-L and Class A-1C3-L Principal Balance has
been reduced to zero and (2) second, be allocated to the Class A-1B-L Regular Interest, in reduction of accrued but unpaid
interest thereon, and then in reduction of the Class A-1B-L Principal Balance until the Class A-1B-L Principal Balance has been
reduced to zero; provided, further, all principal losses that would otherwise be allocated to the Class A-1B-L Regular
Interest pursuant to clause (i) of this paragraph shall instead be allocated to the Class A-1C1-L, Class A-1C2-L and Class A-1C3-L
Regular Interests, pro rata, in reduction of the Class A-1C1-L, Class A-1C2-L and Class A-1C3-L Principal Balance, respectively,
until each of the Class A-1C1-L, Class A-1C2-L or Class A-1C3-L Principal Balance has been reduced to zero and all interest losses
that would otherwise be allocated to the Class A-1B-L Regular Interest pursuant to clause (ii) of this paragraph shall instead be
allocated to the Class A-1C1-L, Class A-1C2-L and Class A-1C3-L Regular Interests, pro rata, in reduction of accrued but unpaid
interest thereon, and then in reduction of the Class A-1C1-L, Class A-1C2-L and Class A-1C3-L Principal Balance, respectively,
until each of the Class A-1C1-L, Class A-1C2-L and Class A-1C3-L Principal Balance has been reduced to zero.


On each Distribution Date, after giving effect to the principal
distributions and allocations of losses and Net Negative Amortization Amounts as provided in this Agreement (without regard to this
paragraph), if the aggregate Class Principal Balance of all outstanding Classes of REMIC II Regular Interests and the Class R-1
Residual Interest (plus any Cumulative Carry-Forward Subsequent Recoveries Amount for such Distribution Date) exceeds the aggregate
principal balance of the Mortgage Loans remaining to be paid at the close of business on the Cut-Off Date, after deduction of (i)
all principal payments due on or before the Cut-Off Date in respect of each Mortgage Loan whether or not paid, and (ii) all amounts
of principal in respect of each Mortgage Loan that have been received or advanced and included in the REMIC II Available
Distribution Amount and all losses in respect of each Mortgage Loan that have been allocated to the REMIC II Regular Interests on
such Distribution Date or prior Distribution Dates, and after giving effect to all Negative Amortization Amounts in respect of each
Mortgage Loan that have been added to the principal balance of such Mortgage Loan prior to such Distribution Date, then such excess
will be deemed a principal loss and will be allocated to the most junior Class of Class B-L Regular Interests, in reduction of the
Class Principal Balance thereof.


Recognition Agreement: 
With respect to a Cooperative Loan, the recognition agreement between the Cooperative and the originator of such Cooperative
Loan.


Record Date:  The last
Business Day of the month immediately preceding the month of the related Distribution Date.


Reference Banks: As defined in Section 3.19(b).


Regular Interests:  (i)
With respect to REMIC I, the REMIC I Regular Interests and (ii) with respect to REMIC II, the REMIC II Regular
Interests.


Relief Act Shortfall: 
For any Distribution Date for any Mortgage Loan with respect to which the Servicemembers Civil Relief Act, formerly known as the
Soldiers’ and Sailors’ Civil Relief Act of 1940, or any comparable state legislation (collectively, the
“Relief Act”), limits the amount of interest payable by the related Mortgagor, an amount equal to one
month’s interest on such Mortgage Loan at an annual interest rate equal to the excess, if any, of (i) the annual interest
rate otherwise payable by the Mortgagor on the related Due Date under the terms of the related Mortgage Note over (ii) the annual
interest rate payable by the Mortgagor on the related Due Date by application of the Relief Act.


REMIC:  A real estate
mortgage investment conduit, as such term is defined in the Code.


REMIC Provisions: 
Sections 860A through 860G of the Code, related Code provisions and regulations promulgated thereunder, as the foregoing may be in
effect from time to time.


REMIC I:  The
segregated pool of assets of the Trust consisting of the REMIC I Assets, which shall be a REMIC pursuant to the Code, with respect
to which a separate REMIC election is to be made and the beneficial interests in which shall be the REMIC I Regular Interests and
the Class R-1 Residual Interest.


REMIC I Assets:  All of
the Mortgage Pool Assets other than the Yield Maintenance Agreement and any proceeds thereof..


REMIC I Available Distribution Amount:  For any Distribution Date, the sum of the following amounts with respect to the Mortgage Loans:


(1)           the
total amount of all cash received by or on behalf of the Servicer with respect to such Mortgage Loans by the Determination Date for
such Distribution Date and not previously distributed, including Monthly P&I Advances made the Servicer, Liquidation Proceeds
and scheduled amounts of distributions from Buydown Funds respecting Buydown Loans, if any, except:



(a)           all scheduled payments of principal and interest collected
but due subsequent to such Distribution Date;



(b)           all Curtailments received after the Prior Period;



(c)           all Payoffs received after the Payoff Period immediately
preceding such Distribution Date (together with any interest payment received with such Payoffs to the extent that it represents
the payment of interest accrued on the Mortgage Loans for the period subsequent to the Prior Period), and interest which was
accrued and received on Payoffs received during the period from the 1st to the 14th day of the month of such Distribution Date,
which interest shall not be included in the calculation of the REMIC I Available Distribution Amount for any Distribution
Date;



(d)           Insurance Proceeds, Liquidation Proceeds and Subsequent
Recoveries received on such Mortgage Loans after the Prior Period;



(e)           all amounts in the Certificate Account which are due and
reimbursable to the Servicer pursuant to the terms of this Agreement;



(f)            the Servicing Fee for each such Mortgage Loan, and any
Special Primary Insurance Premium payable on such Distribution Date with respect to such Mortgage Loan; and



(g)           Excess Liquidation Proceeds;


(2)           the
sum, to the extent not previously distributed, of the following amounts, to the extent advanced or received, as applicable, by the
Servicer:



(a)           any Monthly P&I Advance made by the Servicer to the
Trustee with respect to such Distribution Date relating to such Mortgage Loans; and



(b)           Compensating Interest; and


(3)           the
total amount of any cash received during the Prior Period by the Trustee or the Servicer in respect of a Purchase Obligation under
Section 2.07 and Section 2.08 or any permitted purchase of such a Mortgage Loan.


REMIC I Distribution Amount:  For any Distribution Date, the REMIC I Available Distribution Amount for such Distribution Date shall be distributed to
the REMIC I Regular Interests and the Class R-1 Residual Interest in the following amounts and priority, to the extent of the REMIC
I Available Distribution Amount for such Distribution Date:



(i)            first, to the Class LT1,
Class LT2 and Class LT4 Regular Interests and the Class R-1 Residual Interest, concurrently, the sum of the Interest Distribution
Amounts for such Classes remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such
unpaid amounts;



(ii)           second, to the Class LT1, Class LT2 and Class LT4 Regular
Interests and the Class R-1 Residual Interest, concurrently, the sum of the Interest Distribution Amounts for such Classes for the
current Distribution Date, pro rata according to their respective Interest Distribution Amounts;



(iii)          third, to the Class R-1 Residual Interest, until the Class
Principal Balance thereof has been reduced to zero;



(iv)          fourth, to the REMIC I Regular Interests, as principal, the REMIC
I Principal Distribution Amount, sequentially as follows:



(a)           first, to the Class LT2, Class LT3 and Class LT4 Regular
Interests, the Class LT2 Principal Distribution Amount, the Class LT3 Principal Distribution Amount and the Class LT4 Principal
Distribution Amount, respectively;



(b)           second, to the Class LT1 Regular Interest, until its Class
Principal Balance has been reduced to zero; and



(c)           third, to the Class LT2, Class LT3 and Class LT4 Regular
Interests, pro rata according to Class Principal Balance, until their respective Class Principal Balances have been reduced to
zero;



(v)           fifth, to each Class of REMIC I Regular Interests, pro rata
according to the amount of unreimbursed Realized Losses allocable to principal previously allocated to each such Class, the
aggregate amount of any distributions to the REMIC II Regular Interests pursuant to paragraph (I)(xxii) of the definition of
“REMIC II Distribution Amount” on such Distribution Date; provided, however, that any amounts distributed
pursuant to this paragraph (v) of this definition of “REMIC I Distribution Amount” shall not cause a further reduction
in the Class Principal Balances of any of the REMIC I Regular Interests; and



(vi)          sixth, to the Class R-1 Residual Interest, the Residual
Distribution Amount for the Class R-1 Residual Interest for such Distribution Date.


REMIC I Principal Distribution Amount:  For any Distribution Date, an amount equal to the sum of (a) the Principal Payment Amount for such Distribution
Date, (b) the Principal Prepayment Amount for such Distribution Date, (c) the aggregate of Liquidation Principal for all Mortgage
Loans which became Liquidated Mortgage Loans during the Prior Period and (d) any Subsequent Recoveries for such Distribution
Date.


REMIC I Regular Interests:  The Classes of undivided beneficial interests in REMIC I designated as “regular interests” in the table
titled “REMIC I Interests” in the Preliminary Statement hereto.  The REMIC I Regular Interests, together with the
Class R-1 Residual Interest, 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.


REMIC II:  The
segregated pool of assets of the Trust consisting of the REMIC II Assets, which shall be a REMIC pursuant to the Code, with respect
to which a separate REMIC election is to be made, and the beneficial interests in which shall be the REMIC II Regular Interests and
the Class R-2 Residual Interest.


REMIC II Assets:  The
REMIC I Regular Interests.


REMIC II Available Distribution Amount:  For any Distribution Date, the aggregate of all distributions to the REMIC I Regular Interests (which amount shall
be available for distributions to the REMIC II Regular Interests and the Class R-2 Residual Interest as provided
herein).


REMIC II Distribution Amount:  (I) For any Distribution Date prior to the Credit Support Depletion Date, the REMIC II Available Distribution Amount
for such Distribution Date shall be distributed to the REMIC II Regular Interests and the Class R-2 Residual Interest in the
following amounts and priority, to the extent of the REMIC II Available Distribution Amount for such Distribution Date:



(i)            first, to the Class A-L and
Class X-L Regular Interests and the Class R‐1 Residual Interest, concurrently, the sum of the Interest Distribution Amounts
for such Classes remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid
amounts;



(ii)           second, to the Class A-L and Class X-L Regular Interests
and the Class R‐1 Residual Interest, concurrently, the sum of the Interest Distribution Amounts for such Classes for the
current Distribution Date, pro rata according to their respective Interest Distribution Amounts;



(iii)          third, to the Class A-L Regular Interests and the
Class X PO Component of the Class X-L Regular Interests, as principal, the Senior Principal Distribution Amount (reduced
by $100 for the first Distribution Date), sequentially, as follows:



(a)           first, to the Class A-L Regular Interests concurrently, pro
rata according to the Class Principal Balance (or with respect to clause (3) of this paragraph, aggregate Class Principal
Balance) of the Regular Interests described in each of clause (1), (2), (3) and (4), as follows:



                (1) to the Class A-1A-L Regular
Interest, until the Class A-1A-L Principal Balance has been reduced to zero;



                (2) to the Class A-1B-L Regular
Interest, until the Class A-1B-L Principal Balance has been reduced to zero;



                (3) to the Class A-1C1-L, Class
A-1C2-L and Class A-1C3-L Regular Interest, sequentially, as follows:



(A)          first, to the Class A-1C1-L Regular Interest, until the
Class A-1C1-L Principal Balance has been reduced to zero;



(B)           second, to the Class A-1C2-L Regular Interest, until the
Class A-1C2-L Principal Balance has been reduced to zero; and



(C)           third, to the Class A-1C3-L Regular Interest, until the
Class A-1C3-L Principal Balance has been reduced to zero; and;



                (4) to the Class A-2A-L Regular
Interest, until the Class A-2A-L Principal Balance has been reduced to zero; and



(b)           second, to the Class X-L Regular Interest, until the Class
X-L Principal Balance has been reduced to zero;



(iv)
         fourth, to the Class B-1-L Regular Interest, the Interest Distribution Amount for
such Class of Regular Interests remaining unpaid from previous Distribution Dates;



(v)           fifth, to the Class B-1-L Regular Interest, the Interest
Distribution Amount for such Class of Regular Interests for the current Distribution Date;



(vi)          sixth, to the Class B-1-L Regular Interest, the portion of the
Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of
“Subordinate Principal Distribution Amount,” until the Class B-1-L Principal Balance has been reduced to
zero;



(vii)         seventh, to the Class B-2-L Regular Interest, the Interest
Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;



(viii)        eighth, to the Class B-2-L Regular Interest, the Interest Distribution
Amount for such Class of Regular Interests for the current Distribution Date;



(ix)           ninth, to the Class B-2-L Regular Interest, the portion of
the Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of
“Subordinate Principal Distribution Amount,” until the Class B-2-L Principal Balance has been reduced to
zero;



(x)            tenth, to the Class B-3-L Regular Interest, the
Interest Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;



(xi)           eleventh, to the Class B-3-L Regular Interest, the Interest
Distribution Amount for such Class of Regular Interests for the current Distribution Date;



(xii)          twelfth, to the Class B-3-L Regular Interest, the portion of the
Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of
“Subordinate Principal Distribution Amount,” until the Class B-3-L Principal Balance has been reduced to
zero;



(xiii)         thirteenth, to the Class B-4-L Regular Interest, the Interest
Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;



(xiv)        fourteenth, to the Class B-4-L Regular Interest, the Interest Distribution
Amount for such Class of Regular Interests for the current Distribution Date;



(xv)         fifteenth, to the Class B-4-L Regular Interest, the portion of the
Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of
“Subordinate Principal Distribution Amount,” until the Class B-4-L Principal Balance has been reduced to
zero;



(xvi)        sixteenth, to the Class B-5-L Regular Interest, the Interest Distribution
Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;



(xvii)       seventeenth, to the Class B-5-L Regular Interest, the Interest Distribution
Amount for such Class of Regular Interests for the current Distribution Date;



(xviii)      eighteenth, to the Class B-5-L Regular Interest, the portion of the Subordinate
Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of “Subordinate
Principal Distribution Amount,” until the Class B-5-L Principal Balance has been reduced to zero;



(xix)         nineteenth, to the Class B-6-L Regular Interest, the Interest
Distribution Amount for such Class of Regular Interests remaining unpaid from previous Distribution Dates;



(xx)          twentieth, to the Class B-6-L Regular Interest, the Interest
Distribution Amount for such Class of Regular Interests for the current Distribution Date;



(xxi)         twenty-first, to the Class B-6-L Regular Interest, the portion of the
Subordinate Principal Distribution Amount allocable to such Class of Regular Interests pursuant to the definition of
“Subordinate Principal Distribution Amount,” until the Class B-6-L Principal Balance has been reduced to
zero;



(xxii)        twenty-second, to the outstanding Classes of REMIC II Regular Interests in
the order of seniority (which, from highest to lowest, shall be as follows: the Class A-L and Class X-L Regular Interests of equal
seniority, and then 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 of decreasing
seniority) the remaining portion, if any, of the REMIC II Available Distribution Amount, up to the amount of unreimbursed Realized
Losses allocable to principal previously allocated or to be allocated on such Distribution Date to such Class, if any; provided,
however, that in the case of Classes of equal seniority, the amount distributable to such Classes shall be allocated among such
Classes according to the amount of losses allocated thereto; provided, further, that any amounts distributed pursuant to
this paragraph (I)(xxii) of this definition of “REMIC II Distribution Amount” shall not cause a reduction in the Class
Principal Balances of any of the Classes of REMIC II Regular Interests; and



(xxvi)       twenty-third, to the Class R-1 Residual Interest, the Residual Distribution
Amount for the Class R-1 Residual Interest for such Distribution Date.


(II)           For
any Distribution Date on or after the Credit Support Depletion Date, the REMIC II Available Distribution Amount for such
Distribution Date shall be distributed to the outstanding Classes of REMIC II Regular Interests and the Class R-2 Residual Interest
in the following amounts and priority, to the extent of the REMIC II Available Distribution Amount for such Distribution
Date:



(i)            first, to the Class A-L and Class X-L Regular
Interests, the amount payable to each such Class of Regular Interests on prior Distribution Dates pursuant to clause (I)(ii) or
(II)(ii) of this definition of “REMIC II Distribution Amount,” and remaining unpaid, pro rata according to such amount
payable to the extent of amounts available;



(ii)           second, to the Class A-L and Class X-L Regular Interests,
concurrently, the sum of the Interest Distribution Amounts for such Classes of Regular Interests for the current Distribution Date,
pro rata according to their respective Interest Distribution Amounts;



(iii)          third, to the Class A-L Regular Interests and the
Class X PO Component of the Class X-L Regular Interests, pro rata according to Class Principal Balance, as principal, the
Senior Principal Distribution Amount;



(iv)          fourth, to the Class R-2 Residual Interest, the Residual
Distribution Amount for the Class R-2 Residual Interest for such Distribution Date.


REMIC II Regular Interests:  The Classes of undivided beneficial interests in REMIC II designated as “regular interests” in the table
titled “REMIC II Interests” in the Preliminary Statement hereto.  The REMIC II Regular Interests, together with
the Class R-2 Residual Interest, 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.


Residual Certificates: 
The Class R Certificates.


Residual Distribution Amount:  For any Distribution Date, with respect to the Class R-1 Residual Interest, any portion of the REMIC I Available
Distribution Amount remaining after all distributions of the REMIC I Available Distribution Amount pursuant to the definition of
“REMIC I Distribution Amount” (other than the distributions pursuant to the last clause thereof).


For any Distribution Date, with respect to the Class R-2 Residual
Interest, any portion of the REMIC II Available Distribution Amount remaining after all distributions of the REMIC II Available
Distribution Amount pursuant to the definition of “REMIC II Distribution Amount” (other than the distributions pursuant
to the last clause thereof).


Upon termination of the obligations created by this Agreement and
liquidation of REMIC I and REMIC II, the amounts which remain on deposit in the Certificate Account after payment to the
Holders of the REMIC I Regular Interests of the amounts set forth in Section 9.01 of this Agreement, and subject to the conditions
set forth therein, shall be distributed to the Class R-1 and Class R-2 Residual Interests in accordance with the preceding
sentences of this definition as if the date of such distribution were a Distribution Date.


Responsible Officer: 
When used with respect to the Trustee or the Delaware Trustee, any officer assigned to and working in the Corporate Trust Office
(in the case of the Trustee) or its corporate trust office (in the case of the Delaware Trustee) or, in each case, in a similar
group and also, with respect to a particular matter, any other officer to whom such matter is referred because of such
officer’s knowledge of and familiarity with the particular subject.


ROV Mortgage Loan:  A
Mortgage Loan originated by Washington Mutual Bank or an affiliate thereof with respect to which the value set forth on the
appraisal has been appealed and, as a result, an internal valuation has been conducted and included in a residential appraisal
review contained in the related credit file.


S&P:  Standard
& Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., provided that at any time it be a Rating
Agency.


Secretary of State: 
The Secretary of State of the State of Delaware.


Securities Act:  The
Securities Act of 1933, as amended.


Security Agreement: 
With respect to a Cooperative Loan, the agreement or mortgage creating a security interest in favor of the originator of the
Cooperative Loan in the related Cooperative Stock.


Senior Certificates: 
The Class A, Class X and Class R Certificates.


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


Senior Percentage:  For
any Distribution Date, the aggregate Class Principal Balance of the Class A Certificates, the Class X PO Component of the
Class X Certificates and the Residual Certificates divided by the aggregate Class Principal Balance of the Class A Certificates,
the Class X PO Component of the Class X Certificates, the Class B Certificates and the Residual Certificates, in each
case immediately before such Distribution Date.


Senior Prepayment Percentage: Subject to the immediately succeeding paragraph, (A) for any Distribution Date prior to the tenth anniversary of the first
Distribution Date, the Senior Prepayment Percentage shall equal 100% and (B) for any Distribution Date on or after the tenth
anniversary of the first Distribution Date, the Senior Prepayment Percentage shall be calculated as follows: (1) for any such
Distribution Date on or after the tenth anniversary but before the eleventh anniversary of the first Distribution Date, the Senior
Percentage for such Distribution Date plus 70% of the Subordinate Percentage for such Distribution Date; (2) for any such
Distribution Date on or after the eleventh anniversary but before the twelfth anniversary of the first Distribution Date, the
Senior Percentage for such Distribution Date plus 60% of the Subordinate Percentage for such Distribution Date; (3) for any such
Distribution Date on or after the twelfth anniversary but before the thirteenth anniversary of the first Distribution Date, the
Senior Percentage for such Distribution Date plus 40% of the Subordinate Percentage for such Distribution Date; (4) for any such
Distribution Date on or after the thirteenth anniversary but before the fourteenth anniversary of the first Distribution Date, the
Senior Percentage for such Distribution Date plus 20% of the Subordinate Percentage for such Distribution Date; and (5) for any
such Distribution Date thereafter, the Senior Percentage for such Distribution Date; provided, however, that (x) for any
Distribution Date on or prior to the Distribution Date in July 2008, if (i) the Subordinate Percentage for such Distribution
Date is greater than or equal to twice the Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the
Mortgage Loans allocated to the Class B Certificates, as a percentage of the aggregate Class Principal Balance of the Class B
Certificates as of the Closing Date, do not exceed 20%, then the Senior Prepayment Percentage shall equal the Senior Percentage for
such Distribution Date plus 50% of the Subordinate Percentage for such Distribution Date and (y) for any Distribution Date after
the Distribution Date in July 2008, if (i) the Subordinate Percentage for such Distribution Date is greater than or equal to
twice the Subordinate Percentage as of the Closing Date and (ii) cumulative Realized Losses on the Mortgage Loans allocated to the
Class B Certificates, as a percentage of the aggregate Class Principal Balance of the Class B Certificates as of the Closing Date,
do not exceed 30%, then the Senior Prepayment Percentage shall equal the Senior Percentage for such Distribution Date.


Notwithstanding the immediately preceding paragraph, (A) for any
Distribution Date, if the Senior Percentage for such Distribution Date is greater than the Senior Percentage as of the Closing
Date, then the Senior Prepayment Percentage shall equal 100%, (B) for any Distribution Date on or before the tenth anniversary of
the first Distribution Date, if any of the tests specified in clauses (a) and (b) below is met, then the Senior Prepayment
Percentage shall equal 100% and (C) for any Distribution Date after the tenth anniversary of the first Distribution Date, if any of
the tests specified in clauses (a) and (b) below is met (unless either (x) the Senior Percentage for such Distribution Date is
greater than the Senior Percentage as of the Closing Date or (y) there is no Earlier Distribution Date (as defined below), in each
of which case the Senior Prepayment Percentage shall equal 100%), then the Senior Prepayment Percentage shall be calculated as
follows:  (1) if the most recent preceding Distribution Date on which none of the tests specified in clauses (a) and (b) below
was met (such date referred to as the “Earlier Distribution Date”) is on or after the tenth anniversary but
before the eleventh anniversary of the first Distribution Date, then the Senior Prepayment Percentage shall equal the Senior
Percentage for the current Distribution Date plus 70% of the Subordinate Percentage for the current Distribution Date, (2) if the
Earlier Distribution Date is on or after the eleventh anniversary but before the twelfth anniversary of the first Distribution
Date, then the Senior Prepayment Percentage shall equal the Senior Percentage for the current Distribution Date plus 60% of the
Subordinate Percentage for the current Distribution Date, (3) if the Earlier Distribution Date is on or after the twelfth
anniversary but before the thirteenth anniversary of the first Distribution Date, then the Senior Prepayment Percentage shall equal
the Senior Percentage for the current Distribution Date plus 40% of the Subordinate Percentage for the current Distribution Date,
(4) if the Earlier Distribution Date is on or after the thirteenth anniversary but before the fourteenth anniversary of the first
Distribution Date, then the Senior Prepayment Percentage shall equal the Senior Percentage for the current Distribution Date plus
20% of the Subordinate Percentage for the current Distribution Date, and (5) if the Earlier Distribution Date is on or after the
fourteenth anniversary of the first Distribution Date, then the Senior Prepayment Percentage shall equal the Senior Percentage for
the current Distribution Date:



(a)           the mean aggregate Principal Balance, as of the Distribution
Date in each of the immediately preceding six calendar months, of the Mortgage 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 greater than 50% of
the aggregate Class Principal Balance of the Class B Certificates as of the current Distribution Date, or



(b)           cumulative Realized Losses on the Mortgage Loans allocated
to the Class B Certificates, as a percentage of the aggregate Class Principal Balance of the Class B Certificates as of the Closing
Date, are greater than, for any Distribution Date (1) before the eleventh anniversary of the first Distribution Date, 30%, (2) on
or after the eleventh anniversary but before the twelfth anniversary of the first Distribution Date, 35%, (3) on or after the
twelfth anniversary but before the thirteenth anniversary of the first Distribution Date, 40%, (4) on or after the thirteenth
anniversary but before the fourteenth anniversary of the first Distribution Date, 45%, and (5) on or after the fourteenth
anniversary of the first Distribution Date, 50%.


If on any Distribution Date the allocation to the Class A and Class X
Certificates of Principal Prepayments in the percentage required would reduce the aggregate Class Principal Balance of such
Certificates below zero, the Senior Prepayment Percentage for such Distribution Date shall be limited to the percentage necessary
to reduce such aggregate Class Principal Balance to zero.


Senior Principal Distribution Amount:  For any Distribution Date, an amount equal to the sum of (a) the Senior Percentage of the Principal Payment
Amount, (b) the Senior Prepayment Percentage of the Principal Prepayment Amount and (c) the Senior Liquidation Amount.


Senior Subordinate Certificates:  The Subordinate Certificates other than the Junior Subordinate Certificates.


Servicer:  Washington
Mutual Bank, or any successor thereto appointed as provided pursuant to Section 7.02, acting to service and administer the Mortgage
Loans pursuant to Section 3.01.


Servicer Business Day: 
Any day other than a Saturday, a Sunday, or a day on which banking institutions in Seattle, Washington or in any other city in
which a corporate office of the Servicer is located are authorized or obligated by law or executive order to be closed.


Servicing Fee:  For
each Mortgage Loan, the fee charged by the Servicer for servicing and advancing certain expenses with respect to such Mortgage
Loan, equal to 1/12 of the product of (i) the Servicing Fee Rate for such Mortgage Loan and (ii) the outstanding Principal Balance
of such Mortgage Loan, payable monthly from the Certificate Account, the Investment Account or the Custodial Account for
P&I.  In addition, any prepayment penalty received on a Mortgage Loan will be paid as additional servicing compensation to
the Servicer.


Servicing Fee Rate: For each
Mortgage Loan, the per annum rate payable to the Servicer, as set forth for such Mortgage Loan in the Mortgage Loan Schedule, equal
to 0.375%.


Servicing Officer:  Any
officer of the Servicer (or of the Servicer, but only with respect to the Custodial Agreement) involved in, or responsible for, the
administration and servicing of the Mortgage Loans or the Certificates, as applicable, whose name and specimen signature appear on
a list of servicing officers furnished to the Trustee by the Servicer, as such list may from time to time be amended.


Special Primary Insurance Policy:  Any Primary Insurance Policy covering a Mortgage Loan the premium of which is payable by the Trustee pursuant to
Section 4.04(a), if so identified in the Mortgage Loan Schedule. There are no Special Primary Insurance Policies with respect to
any of the Mortgage Loans.


Special Primary Insurance Premium:  With respect to any Special Primary Insurance Policy, the monthly premium payable thereunder.


Statutory Trust Statute:  Chapter 38 of Title 12 of the Delaware Code, 12 Del.C. §3801 et seq., as the same may be amended
from time to time.


Streamlined Mortgage Loan:  A Mortgage Loan originated in connection with the refinance of a mortgage loan pursuant to the streamlined loan
documentation program then in effect of the seller from which the Company acquired the Mortgage Loan.


Subordinate Certificates:  The Class B Certificates.


Subordinate Liquidation Amount:  For any Distribution Date, the excess, if any, of the sum of (A) the aggregate of Liquidation Principal for all
Mortgage Loans which became Liquidated Mortgage Loans during the Prior Period and (B) any Subsequent Recoveries for such
Distribution Date, over the Senior Liquidation Amount for such Distribution Date.


Subordinate Percentage:  For any Distribution Date, the excess of 100% over the Senior Percentage for such date.


Subordinate Prepayment Percentage:  For any Distribution Date, the excess of 100% over the Senior Prepayment Percentage for such Distribution Date;
provided, however, that if the aggregate Class Principal Balance of the Class A Certificates, the Class X PO
Component of the Class X Certificates and the Residual Certificates has been reduced to zero, then the Subordinate Prepayment
Percentage shall equal 100%.


Subordinate Principal Distribution
Amount:  For any Distribution Date, the sum of (i) the Subordinate Percentage of the Principal
Payment Amount, (ii) the Subordinate Principal Prepayments Distribution Amount and (iii) the Subordinate Liquidation
Amount.


For any Distribution Date, the Subordinate Principal Distribution
Amount shall be allocated pro rata, by Class Principal Balance, among the Classes of Class B-L Regular Interests and paid in the
order of distribution to such Classes pursuant to the definition of “REMIC II Distribution Amount” except as otherwise
stated in such definition. Notwithstanding the foregoing, for any Distribution Date prior to distributions on such date, if the
Subordination Level for any Class or Classes of Class B-L Regular Interests is less than such Subordination Level as of the Closing
Date, then the pro rata portion of the Subordinate Principal Prepayments Distribution Amount, if any, otherwise allocable to such
Class or Classes of Class B-L Regular Interests shall be allocated to the more senior Classes of Class B-L Regular Interests, pro
rata according to the Class Principal Balances of such Classes.  For purposes of this definition and the definition of
“Subordination Level,” the relative seniority, from highest to lowest, of the Class B-L Regular Interests shall be as
follows: 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.


Subordinate Principal Prepayments Distribution
Amount:  For any Distribution Date, the Subordinate Prepayment Percentage of the Principal
Prepayment Amount.


Subordination Level: 
On any specified date, with respect to any Class of Class B-L Regular Interests, the percentage obtained by dividing the aggregate
Class Principal Balance of such Class and the Classes of Class B-L Regular Interests which are subordinate in right of payment to
such Class by the aggregate Class Principal Balance of the REMIC II Regular Interests and the Class R-1 Residual Interest as of
such date prior to giving effect to distributions of principal and interest, allocations of Realized Losses and allocations of Net
Negative Amortization Amounts on such date.


Subsequent Recoveries: For any Distribution Date, 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 after such Mortgage Loans became Liquidated Mortgage Loans, for each such Mortgage Loan up to the amount of Realized
Losses, if any, previously allocated in respect of such Mortgage Loan in reduction of the Class Principal Balance of any Class of
Certificates.


Substitute Mortgage Loan:  A Mortgage Loan which is substituted for another Mortgage Loan pursuant to and in accordance with the provisions of
Section 2.07.


Tax Matters Person: 
With respect to each of REMIC I and REMIC II, a Holder of a Class R Certificate with a Percentage Interest of at least 0.01%
or any Permitted Transferee of such Class R Certificateholder designated as succeeding to the position of Tax Matters Person in a
notice to the Trustee signed by authorized representatives of the transferor and transferee of such Class R Certificate. The
Servicer is hereby appointed to act as the Tax Matters Person for REMIC I and REMIC II so long as it holds a Class R
Certificate with a Percentage Interest of at least 0.01%. In the event that the Servicer ceases to hold a Class R Certificate with
the required Percentage Interest, the holder of the Class R Certificate with the largest Percentage Interest shall be Tax
Matters Person, and such Tax Matters Person shall be deemed to have appointed the Servicer to act as agent for the Tax Matters
Person for REMIC I and REMIC II, to perform the functions of such Tax Matters Person as provided herein. If the Tax Matters
Person for REMIC I and REMIC II becomes a Disqualified Organization, the last preceding Holder, that is not a Disqualified
Organization, of the Class R Certificate held by the Disqualified Organization shall be Tax Matters Person pursuant to and as
permitted by Section 5.01(c). If any Person is appointed as tax matters person by the Internal Revenue Service pursuant to the
Code, such Person shall be Tax Matters Person.


Termination Date:  The
date upon which final payment of the Certificates will be made pursuant to the procedures set forth in Section 9.01(b).


Termination Payment: 
The final payment delivered to the Certificateholders on the Termination Date pursuant to the procedures set forth in Section
9.01(b).


Transfer:  Any direct
or indirect transfer or sale of any Ownership Interest in a Residual Certificate.


Transferee:  Any Person
who is acquiring by Transfer any Ownership Interest in a Residual Certificate.


Transferee Affidavit and Agreement:  An affidavit and agreement in the form attached hereto as Exhibit J.


Trust:  WaMu Mortgage
Pass-Through Certificates Series 2005-AR9 Trust, a Delaware statutory trust, created pursuant to this Agreement.


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


Uncollected Interest: 
With respect to any Distribution Date for any Mortgage Loan on which a Payoff was made by a Mortgagor during the related Payoff
Period, except for Payoffs received during the period from the first through the 14th day of the month of such Distribution Date,
an amount equal to one month’s interest at the applicable Pass-Through Rate on such Mortgage Loan less the amount of interest
actually paid by the Mortgagor with respect to such Payoff.


Uncompensated Interest Shortfall:  For any Distribution Date, the sum of (i) the aggregate Relief Act Shortfall for such Distribution Date, (ii) aggregate
Curtailment Shortfall for such Distribution Date and (iii) the excess, if any, of (a) aggregate Uncollected Interest for such
Distribution Date over (b) Compensating Interest for such Distribution Date.


Uncompensated Interest Shortfall shall be allocated to the REMIC I
Regular Interests pro rata according to the amount of interest accrued on each such Class during the immediately preceding accrual
period, in reduction thereof.


Uncompensated Interest Shortfall shall be allocated to the REMIC II
Regular Interests pro rata according to the amount of interest accrued on each such Class during the related immediately preceding
accrual period, in reduction thereof.


Underwriters: WaMu Capital
Corp. and Goldman, Sachs & Co.


Underwriting Standards:  The underwriting standards of the Company or Washington Mutual Bank, as applicable.


Uninsured Cause:  Any
cause of damage to a Mortgaged Property, the cost of the complete restoration of which is not fully reimbursable under the hazard
insurance policies required to be maintained pursuant to Section 3.07.


U.S. Person:  A citizen
or resident of the United States of America, a corporation, partnership or other entity created or organized in or under the laws
of the United States of America, any state thereof or the District of Columbia, or an estate or trust that is subject to U.S.
federal income tax regardless of the source of its income.


VA:  The Department of
Veterans Affairs, formerly known as the Veterans Administration, or any successor thereto.


Weighted Average Pass-Through Rate:  For any Distribution Date, the weighted average of the Pass-Through Rates on 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).


Withdrawal Date:  Any
day during the period commencing on the 18th day of the month of the related Distribution Date (or if such day is not a Business
Day, the immediately preceding Business Day) and ending on the last Business Day prior to the 21st day of the month of such
Distribution Date. The “related Due Date” for any Withdrawal Date is the Due Date immediately preceding the
related Distribution Date. 


Yield Maintenance Account:  The separate trust account maintained and held by the Trustee pursuant to Section 3.16, which account shall bear a
designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Trust on behalf of the
Class A Certificateholders (other than the Class A-2A Certificateholders), and which account provides that the Trustee may
make, or cause to be made, withdrawals therefrom in accordance with Section 3.16.


Yield Maintenance Agreement:  The transactions evidenced by the novation agreement, together with the related confirmations, each dated as of
July 21, 2005, and any other related documents thereto, between the Cap Counterparty and the Trustee, which shall be an asset
of the Trust.


Yield Maintenance Available Payment
Amount:  For any Distribution Date from and including September 2005 to and including the Final
Yield Maintenance Payment Date, the lesser of (a) the amounts received by the Trustee pursuant to the Yield Maintenance Agreement
for such Distribution Date and deposited by the Trustee into the Yield Maintenance Account in accordance with Section 3.16 hereto
and (b) a ratio, the numerator of which is the actual number of days in the accrual period and the denominator of which is 360 of
the product of (i) the excess, if any, of (x) LIBOR, subject to a maximum of 10.24%, over (y) the related Cap Strike Rate and (ii)
the lesser of (a) the aggregate Class Principal Balance of the Class A Certificates (other than the Class A-2A
Certificates) immediately prior to such Distribution Date and (b) the related Yield Maintenance Notional Balance for such
Distribution Date.


Yield Maintenance Notional Balance:  For any Distribution Date from and including September 2005 to and including the Final Yield Maintenance
Payment Date, shall mean the corresponding amount listed for such Distribution Date in Schedule 1 of the Prospectus for the Yield
Maintenance Agreement.  After the Final Yield Maintenance Payment Date, the Yield Maintenance Notional Balance will be equal
to zero and the Yield Maintenance Agreement will be terminated.


Yield Maintenance Payment:  For any Class of Class A Certificates (other than the Class A-2A Certificates) and for any Distribution Date
from and including September 2005 to and including the Final Yield Maintenance Payment Date, the lesser of (a) the Carryover
Shortfall Amount for such Class for such Distribution Date and (b) such Class’ pro rata share of the Yield Maintenance
Available Payment Amount for such Distribution Date (such pro rata share calculated
based on an allocation of such Yield Maintenance Available Payment Amount among the Class A Certificates (other than
the Class A-2A Certificates) pro rata according to Carryover Shortfall Amount).



ARTICLE II



Creation of the Trust; Conveyance of the Mortgage Pool Assets, REMIC I Regular Interests and

REMIC II Regular Interests; REMIC
Election and Designations; Original Issuance of Certificates



Section 2.01.         
Creation of the Trust.  The Trust is hereby created and shall be known as “WaMu
Mortgage Pass-Through Certificates Series 2005-AR9 Trust”. The purpose of the Trust is, and the Trust shall have the power
and authority, to engage in the following activities, all as provided by and subject to the terms of this Agreement:



(i)  to acquire,
hold, lease, manage, administer, control, invest, reinvest, operate and/or transfer the Mortgage Pool Assets, the REMIC II Assets
and the Yield Maintenance Agreement;



(ii)  to issue
the REMIC I Regular Interests, the REMIC II Regular Interests and the Certificates, the Class R-1 and Class R-2 Residual
Interests;



(iii)  to make
distributions to the REMIC I Regular Interests, the REMIC II Regular Interests and the Certificates; and



(iv)  to engage
in such other activities, including entering into agreements, as are described in or required by the terms of this Agreement or as
are necessary, suitable or convenient to accomplish the foregoing or incidental thereto.



Deutsche
Bank National Trust Company is hereby appointed as a trustee of the Trust, to have all the rights, duties and obligations of the
Trustee with respect to the Trust hereunder, and Deutsche Bank National Trust Company hereby accepts such appointment and the Trust
created hereby.  Deutsche Bank Trust Company Delaware, is hereby appointed as a Delaware trustee of the Trust, to have all the
rights, duties and obligations of the Delaware Trustee with respect to the Trust hereunder, and Deutsche Bank Trust Company
Delaware, hereby accepts such appointment and the Trust created hereby.  It is the intention of the Company, the Servicer, the
Trustee and the Delaware Trustee that the Trust 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.  The
parties hereto acknowledge and agree that, prior to the execution and delivery hereof, the Delaware Trustee has filed the
Certificate of Trust. 


The assets of the Trust shall remain in the custody of the Trustee, on
behalf of the Trust, and shall be owned by the Trust except as otherwise expressly set forth herein.  Moneys to the credit of
the Trust shall be held by the Trustee and invested as provided herein.  All assets received and held in the Trust will not be
subject to any right, charge, security interest, lien or claim of any kind in favor of either of Deutsche Bank National Trust
Company or Deutsche Bank Trust Company Delaware in its own right, or any Person claiming through it.  Neither the Trustee nor
the Delaware Trustee, on behalf of the Trust, shall have the power or authority to transfer, assign, hypothecate, pledge or
otherwise dispose of any of the assets of the Trust to any Person, except as permitted herein.  No creditor of a beneficiary
of the Trust, of the Trustee, of the Delaware Trustee, of the Servicer or of the Company shall have any right to obtain possession
of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, except in accordance with the
terms of this Agreement.



Section 2.02.         
Restrictions on Activities of the Trust. Notwithstanding any other provision of this Agreement and
any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall not, and
none of the Trustee, the Delaware Trustee, the Company or the Servicer shall (except by amendment of this Agreement permitted by
Section 10.01) knowingly cause the Trust to, do any of the following:



(i)            engage in any business or activity other than those
set forth in Section 2.01;



(ii)           incur or assume any indebtedness except for such
indebtedness that may be incurred by the Trust in connection with the execution or performance of this Agreement or any other
agreement contemplated hereby;



(iii)          guarantee or otherwise assume liability for the debts of any
other party;



(iv)          do any act in contravention of this Agreement or any other
agreement contemplated hereby to which the Trust is a party;



(v)           do any act which would make it impossible to carry on the
ordinary business of the Trust;



(vi)          confess a judgment against the Trust;



(vii)         possess or assign the assets of the Trust for other than a Trust
purpose;



(viii)        cause the Trust to lend any funds to any entity, except as contemplated by
this Agreement; or



(ix)           change the purposes and powers of the Trust from those set
forth in this Agreement.



Section 2.03.         
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision
of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the
following:



(i)            except as expressly permitted by this Agreement or the
Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;



(ii)           except as expressly permitted by this Agreement, maintain
its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain
such assets;



(iii)          consider the interests of the Trust's creditors in connection
with its actions;



(iv)          hold itself out to creditors and the public as a legal entity
separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from
engaging in any activity that compromises the separate legal identity of the Trust;



(v)           prepare and maintain separate records, accounts and
financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit.
 To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and
tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be
available to satisfy the debts of any other Person;



(vi)          allocate and charge fairly and reasonably any overhead shared
with any other Person;



(vii)         transact all business with affiliates on an arm’s-length basis
and pursuant to written, enforceable agreements;



(viii)        conduct business solely in the name of the Trust.  In that regard all
written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts,
shall be made solely in the name of the Trust (or the Trustee on behalf of the Trust);



(ix)           maintain a separate office through which its business shall
be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any
affiliates of the Company;



(x)            in the event that services have been or are in the
future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Servicer or the
Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such
services or expenses provided or incurred by such Person.  Accordingly, (i) the Trust shall reimburse such Person, as
applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the
extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be
allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any
other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be,
to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably
related to actual use or the value of services rendered;



(xi)           except as expressly permitted by this Agreement, not
commingle its assets or funds with those of any other Person;



(xii)          except as expressly permitted by this Agreement, not assume,
guarantee, or pay the debts or obligations of any other Person;



(xiii)         except as expressly permitted by this Agreement, not pledge its
assets for the benefit of any other Person;



(xiv)        not hold out its credit or assets as being available to satisfy the
obligations of others;



(xv)         pay its liabilities only out of its funds;



(xvi)        pay the salaries of its own employees, if any; and



(xvii)       cause the agents and other representatives of the Trust, if any, to act at all
times with respect to the Trust consistently and in furtherance of the foregoing.


None of the Trustee, the Delaware Trustee, the Company or the Servicer
shall (except by amendment of this Agreement permitted by Section 10.01) take any action that is inconsistent with the purposes of
the Trust or Section 2.02 or Section 2.03.  Neither the Company nor the Servicer shall (except by amendment of this Agreement
permitted by Section 10.01) direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of
the Trust or Section 2.02 or Section 2.03.



Section
2.04.         
Conveyance of
Mortgage Pool Assets; Security Interest.


Concurrently with the execution and delivery hereof, the Company does
hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust, without recourse, all the Company’s
right, title and interest in and to the Mortgage Pool Assets (such transfer and assignment by the Company to be referred to herein
as the “Conveyance”).


It is the express intent of the parties hereto that the Conveyance of
the Mortgage Pool Assets to the Trust by the Company as provided in this Section 2.04 be, and be construed as, an absolute sale of
the Mortgage Pool Assets. It is, further, not the intention of the parties that such Conveyance be deemed the grant of a security
interest in the Mortgage Pool Assets by the Company to the Trust to secure a debt or other obligation of the Company. However, in
the event that, notwithstanding the intent of the parties, the Mortgage Pool Assets are held to be the property of the Company, or
if for any other reason this Agreement is held or deemed to create a security interest in the Mortgage Pool Assets,
then:


(a)           this
Agreement shall constitute a security agreement;


(b)           the
conveyance provided for in this Section 2.04 shall be deemed to be a grant by the Company to the Trust of, and the Company hereby
grants to the Trust, to secure all of the Company’s obligations hereunder, a security interest in all of the Company’s
right, title, and interest, whether now owned or hereafter acquired, in and to:



(I)            The Mortgage Pool Assets;



(II)           All accounts, chattel paper, deposit accounts, documents,
general intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, and
other minerals, consisting of, arising from, or relating to, any of the foregoing; and



(III)         All proceeds of the foregoing.


The Company shall file such financing statements, and the Company, the
Servicer and the Trustee acting on behalf of the Trust at the direction of the Company shall, to the extent consistent with this
Agreement, take such other actions as may be necessary to ensure that, if this Agreement were found to create a security interest
in the Mortgage Pool Assets, such security interest would be a perfected security interest of first priority under applicable law
and will be maintained as such throughout the term of the Agreement. In connection herewith, the Trust shall have all of the rights
and remedies of a secured party and creditor under the Uniform Commercial Code as in force in the relevant jurisdiction.


In the event that a pleading is filed in a court of competent
jurisdiction asserting that this Agreement creates a security interest in the Mortgage Pool Assets, the Trustee on behalf of the
Trust shall take actual possession of the Mortgage Pool Assets or, at the Company's option, the Trustee on behalf of the Trust
shall be provided an Opinion of Counsel addressed to the Trust and the Trustee reasonably satisfactory to the Trustee to the effect
that such security interest is a perfected security interest of first priority while the Mortgage Pool Assets are in the possession
of the Company or its affiliates.



Section
2.05.         
Delivery of
Mortgage Files.


In connection with the sale, transfer and assignment referred to in
Section 2.04, the Company, concurrently with the execution and delivery hereof, does deliver to, and deposit with, or cause to be
delivered to and deposited with, the Trustee or Custodian the Mortgage Files, which shall at all times be identified in the records
of the Trustee or the Custodian, as applicable, as being held by or on behalf of the Trust.


Concurrently with the execution and delivery hereof, the Company shall
cause to be filed the UCC assignment or amendment referred to in clause (Y)(vii) of the definition of “Mortgage
File.”  In connection with its servicing of Cooperative Loans, the Servicer will use its best efforts to file timely
continuation statements, if necessary, with regard to each financing statement and assignment relating to Cooperative
Loans.


In instances where the original recorded Mortgage or any intervening
assignment thereof (recorded or in recordable form) required to be included in the Mortgage File pursuant to the definition of
“Mortgage File” relating to a Mortgage Loan is not included in the Mortgage File delivered to the Trustee (or the
Custodian) prior to or concurrently with the execution and delivery hereof (due to a delay on the part of the recording office),
the Company shall deliver to the Trustee (or the Custodian) a fully legible reproduction (which may be in electronic form) of the
original Mortgage or intervening assignment provided that the originator, the related Lender or the escrow or title company which
provided closing services in connection with such Mortgage Loan certifies on the face of such reproduction(s) or copy as follows:
“Certified true and correct copy of original which has been transmitted for recordation.” For purposes hereof,
transmitted for recordation means having been mailed or otherwise delivered for recordation to the appropriate authority. In all
such instances, the Company shall transmit the original recorded Mortgage and any intervening assignments with evidence of
recording thereon (or a copy of such original Mortgage or intervening assignment certified by the applicable recording office)
(which may be in electronic form) (collectively, “Recording Documents”) to the Trustee (or the Custodian) within
270 days after the execution and delivery hereof. In instances where, due to a delay on the part of the recording office where any
such Recording Documents have been delivered for recordation, the Recording Documents cannot be delivered to the Trustee within 270
days after execution and delivery hereof, the Company shall deliver to the Trustee within such time period a certificate (a
“Company Officer’s Certificate”) signed by the Chairman of the Board, President, any Vice President or
Treasurer of the Company stating the date by which the Company expects to receive such Recording Documents from the applicable
recording office. In the event that Recording Documents have still not been received by the Company and delivered to the Trustee
(or the Custodian) by the date specified in its previous Company Officer’s Certificate delivered to the Trustee, the Company
shall deliver to the Trustee by such date an additional Company Officer’s Certificate stating a revised date by which the
Company expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have
been received by the Company and delivered to the Trustee (or the Custodian).


For Mortgage Loans for which the Company has received a Payoff after
the Cut-Off Date and prior to the date of execution and delivery hereof, the Company, in lieu of delivering the above documents,
herewith delivers to the Trustee a certification of a Servicing Officer of the nature set forth in Section 3.10.


The Trustee is authorized, with the Servicer’s consent, to
appoint any bank or trust company approved by each of the Company and the Servicer as Custodian of the documents or instruments
referred to in this Section 2.05 or in Section 2.10, and to enter into a Custodial Agreement for such purpose; provided,
however, that the Trustee shall be and remain liable for the acts of any such Custodian to the extent (and only to the
extent) that it would have been liable for such acts hereunder had such acts been its own acts.  Any documents delivered by
the Company or the Servicer to the Custodian shall be deemed to have been delivered to the Trustee for all purposes hereunder; and
any documents held by the Custodian shall be deemed to be held by the Trustee for all purposes hereunder.  There shall be a
written Custodial Agreement between the Trustee and each Custodian. Each Custodial Agreement shall contain an acknowledgment by the
Custodian that all Mortgage Pool Assets, Mortgage Files, and other documents and property held by it at any time are held by it for
the benefit of the Trust. Pursuant to the Initial Custodial Agreement, the Initial Custodian shall perform responsibilities of the
Trustee with respect to the delivery, receipt, examination and custody of the Mortgage Files on the Trustee’s behalf, as
provided therein.


On or promptly after the Closing Date, the Servicer shall cause the
MERS® System to indicate that each MERS Loan, if any, has been assigned to “Deutsche Bank National Trust Company, as
Trustee, without recourse” or to “WaMu Mortgage Pass-Through Certificates Series 2005-AR9 Trust, without
recourse” by including in the MERS® System computer files (a) the code necessary to identify the Trustee and (b) the code
necessary to identify the series of the Certificates issued in connection with such Mortgage Loans; provided, however, that
in the event the Company acquired such Mortgage Loans from an affiliate of the Company, then the Servicer need not cause the
MERS® System to indicate such assignment.  The Servicer shall not alter the codes referenced in this paragraph with
respect to any MERS Loan during the term of this Agreement except in connection with an assignment of such MERS Loan or
de-registration thereof from the MERS® System in accordance with the terms of this Agreement.



Section
2.06.         
REMIC Election for
REMIC I.


The Servicer, shall, on behalf of REMIC I, elect to treat REMIC I as a
REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be
included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC I for its first taxable year.


The Closing Date is hereby designated as the “startup day”
of REMIC I within the meaning of Section 860G(a)(9) of the Code.


The regular interests (as set forth in the table contained in the
Preliminary Statement hereto) relating to REMIC I are hereby designated as “regular interests” in REMIC I for purposes
of Section 860G(a)(1) of the Code. The Class R-1 Residual Interest is hereby designated as the sole class of “residual
interest” in REMIC I for purposes of Section 860G(a)(2) of the Code. The REMIC I Regular Interests and the Class R-1 Residual
Interest shall together 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.


The parties intend that the affairs of REMIC I shall constitute, and
that the affairs of  REMIC I shall be conducted so as to qualify REMIC I as a REMIC. In furtherance of such intention, the
Servicer shall, on behalf of REMIC I: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a
calendar year as the taxable year and using an accrual method of accounting for REMIC I when and as required by the REMIC
Provisions and other applicable federal income tax laws; (b) make an election, on behalf of the trust, for REMIC I to be treated as
a REMIC on the federal tax return of  REMIC I for its first taxable year, in accordance with the REMIC Provisions; (c) prepare
and forward, or cause to be prepared and forwarded, to the Holders of the REMIC I Regular Interests and the Class R-1 Residual
Interest and the Trustee, all information reports as and when required to be provided to them in accordance with the REMIC
Provisions, and make available the information necessary for the application of Section 860E(e) of the Code; (d) conduct the
affairs of REMIC I at all times that any REMIC I Regular Interests are outstanding so as to maintain the status of REMIC I as a
REMIC under the REMIC Provisions; (e) not knowingly or intentionally take any action or omit to take any action that would cause
the termination of the REMIC status of REMIC I; and (f) pay the amount of any federal prohibited transaction penalty taxes imposed
on REMIC I when and as the same shall be due and payable (but such obligation shall not prevent the Servicer from contesting any
such tax in appropriate proceedings and shall not prevent the Servicer from withholding payment of such tax, if permitted by law,
pending the outcome of such proceedings); provided, that the Servicer shall be entitled to be indemnified by REMIC I for any such
prohibited transaction penalty taxes if the Servicer’s failure to exercise reasonable care was not the primary cause of the
imposition of such prohibited transaction penalty taxes.


The Company and the Trustee shall promptly provide the Servicer with
such information in the possession of the Trustee or the Company, respectively, as the Servicer may from time to time request for
the purpose of enabling the Servicer to prepare or cause the preparation of tax returns.  If so requested by the Servicer, the
Trustee shall sign tax returns on behalf of the REMICs.


In the event that a Mortgage Loan is discovered to have a defect
which, had such defect been discovered before the startup day, would have prevented such Mortgage Loan from being a
“qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, and the Company does not repurchase such
Mortgage Loan within 90 days of such date, the Servicer, on behalf of the Trustee, shall within 90 days of the date such defect is
discovered sell such Mortgage Loan at such price as the Servicer in its sole discretion, determines to be the greatest price that
will result in the purchase thereof within 90 days of such date, unless the Servicer delivers to the Trustee an Opinion of Counsel
to the effect that continuing to hold such Mortgage Loan will not adversely affect the status of the electing portion of REMIC I as
a REMIC for federal income tax purposes.


In the event that any tax is imposed on “prohibited
transactions” of REMIC I as defined in Section 860F of the Code and not paid by the Servicer pursuant to clause (f) of the
third preceding paragraph, such tax shall be charged against amounts otherwise distributable to the Class R-1 Residual Interest.
Notwithstanding anything to the contrary contained herein, the Trustee is hereby authorized to retain from amounts otherwise
distributable to the Class R-1 Residual Interest on any Distribution Date sufficient funds to reimburse the Servicer, for the
payment of such tax (upon the written request of the Servicer, to the extent reimbursable, and to the extent that the Servicer has
not been previously reimbursed therefor).



Section
2.07.         
Acceptance by
Trustee. The Trustee acknowledges receipt (or with respect to any Mortgage Loan subject to a Custodial
Agreement, receipt by the Custodian thereunder) on behalf of the Trust of the documents (or certified copies thereof as specified
in Section 2.05) referred to in Section 2.05 above, but without having made the review required to be made within 45 days pursuant
to this Section 2.07. The Trustee acknowledges that all Mortgage Pool Assets, Mortgage Files, and related documents and property
held by it at any time are held by it as Trustee of the Trust for the benefit of the holders of the REMIC I Regular Interests and
the Class R-1 Residual Interest. The Trustee agrees, for the benefit of the Trust, to review (or cause the Initial Custodian to
review) each Mortgage File within 45 days after the Closing Date and deliver to the Company a certification (or cause the Initial
Custodian to deliver to the Company a certification, which satisfies the applicable requirements of this Agreement; provided,
however, that with respect to the Initial Custodian, Exhibit B-2 to the Initial Custodial Agreement is deemed to satisfy the
applicable requirements of this Agreement) in the form attached as Exhibit M hereto, to the effect that, except as noted, all
documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of the definition of
“Mortgage File,” known by the Trustee to be required) pursuant to the definition of “Mortgage File” and
Section 2.05 have been executed and received, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan
Schedule. In performing such review, the Trustee may rely upon the purported genuineness and due execution of any such document,
and on the purported genuineness of any signature thereon. The Trustee shall not be required to make any independent examination of
any documents contained in each Mortgage File beyond the review specifically required herein. The Trustee makes no representations
as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan
Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. If the Trustee finds any
document or documents constituting a part of a Mortgage File not to have been executed or received, or to be unrelated to the
Mortgage Loans identified in the Mortgage Loan Schedule, the Trustee shall promptly so notify the Company. The Company hereby
covenants and agrees that, if any such defect cannot be corrected or cured, the Company shall, not later than 60 days after the
Trustee’s notice to it respecting such defect, within the three-month period commencing on the Closing Date (or within the
two-year period commencing on the Closing Date if the related Mortgage Loan is a “defective obligation” within the
meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), either (i) repurchase the related
Mortgage Loan from the Trust at the Purchase Price, or (ii) substitute for any Mortgage Loan to which such defect relates a
different mortgage loan (a “Substitute Mortgage Loan”) which is a “qualified replacement mortgage”
(as defined in the Code) and, (iii) after such three-month or two-year period, as applicable, the Company shall repurchase the
Mortgage Loan from the Trust at the Purchase Price but only if the Mortgage Loan is in default or default is, in the judgment of
the Company, reasonably imminent. If such defect would cause the Mortgage Loan to be other than a “qualified mortgage”
(as defined in the Code), then notwithstanding the previous sentence or any provision in the definition of “Purchase
Price,” the repurchase or substitution must occur within the sooner of (i) 90 days from the date the defect was discovered or
(ii) in the case of substitution, two years from the Closing Date.


Such Substitute Mortgage Loan shall be an adjustable rate mortgage
loan with a first  Interest Rate Adjustment Date occurring on approximately the same date as the first Interest Rate
Adjustment Date for the Mortgage Loan being substituted for and adjustments monthly thereafter, based on the Index, and with the
same Monthly Payment Adjustment Terms as the Mortgage Loan being substituted for, mature no later than, and not more than two years
earlier than, have a principal balance and Loan-to-Value Ratio equal to or less than, and have a Pass-Through Rate on the date of
substitution equal to or no more than 1 percentage point greater than, and a Margin and Rate Ceiling equal to or greater than, the
Mortgage Loan being substituted for. If the aggregate of the principal balances of the Substitute Mortgage Loans substituted for a
Mortgage Loan is less than the Principal Balance of such Mortgage Loan, the Company shall pay the difference in cash, together with
unpaid accrued interest, if any, on the difference between the aggregate of the principal balances of the Substitute Mortgage Loans
and the Principal Balance of such Mortgage Loan during the calendar month in which the substitution occurs to the last day of such
month at a rate equal to the applicable Pass-Through Rate, to the Trustee for deposit into the Certificate Account, and such
payment by the Company shall be treated in the same manner as proceeds of the repurchase by the Company of a Mortgage Loan pursuant
to this Section 2.07. Furthermore, such Substitute Mortgage Loan shall otherwise have such characteristics so that the
representations and warranties of the Company set forth in Section 2.08 hereof would not have been incorrect had such Substitute
Mortgage Loan originally been a Mortgage Loan, and the Company shall be deemed to have made such representations and warranties as
to such Substitute Mortgage Loan. In addition, such Substitute Mortgage Loan shall not be a High Cost Loan or Covered Loan (as such
terms are defined in the Standard & Poor's LEVELS® Glossary in effect on the date of substitution, with such exceptions
thereto as the Company and S&P may reasonably agree). A Substitute Mortgage Loan may be substituted for a defective Mortgage
Loan whether or not such defective Mortgage Loan is itself a Substitute Mortgage Loan.  Notwithstanding anything herein to the
contrary, each Substitute Mortgage Loan shall be deemed to have the same Pass-Through Rate as the Mortgage Loan for which it was
substituted.


The Purchase Price for each purchased or repurchased Mortgage Loan
shall be deposited by the Company in the Certificate Account and, upon receipt by the Trustee of written notification of such
deposit signed by a Servicing Officer, the Trustee shall (or, if applicable, shall cause the Custodian to) release to the Company
the related Mortgage File and shall execute and deliver (or, in the event that the Mortgage Files are held in the name of the
Custodian, shall cause the Custodian to execute and deliver) on behalf of the Trust such instruments of transfer or assignment, in
each case without recourse, as shall be necessary to vest in the Company or its designee or assignee title to any Mortgage Loan
released pursuant hereto. In furtherance of the foregoing, if such Mortgage Loan is a MERS Loan and as a result of the repurchase
thereof such Mortgage Loan shall cease to be serviced by a servicer that is a member of MERS or if the Company or its assignee
shall so request, the Servicer shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form from MERS
to the Company or its assignee and shall cause the Mortgage Loan to be removed from registration on the MERS® System in
accordance with MERS’ rules and procedures. The obligation of the Company to repurchase or substitute any Mortgage Loan as to
which such a defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Trust
or the Holders of the REMIC I Regular Interests or the Class R-1 Residual Interest.



Section
2.08.         
Representations and
Warranties of the Company Concerning the Mortgage Loans. With respect to the conveyance of the Mortgage
Loans provided for in Section 2.04 herein, the Company hereby represents and warrants to the Trust that as of the Cut-Off Date,
unless otherwise indicated:



(i)                  The information set forth in the Mortgage Loan Schedule was true and correct in all material respects at the date or dates
respecting which such information is furnished;



(ii)           As of the Closing Date, each Mortgage relating to a
Mortgage Loan that is not a Cooperative Loan is a valid and enforceable (subject to Section 2.08(xvi)) first lien on an
unencumbered estate in fee simple or (if the related Mortgage Loan is secured by the interest of the Mortgagor as a lessee under a
ground lease) leasehold estate in the related Mortgaged Property subject only to (a) liens for current real property taxes and
special assessments; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of
the date of recording such Mortgage, such exceptions appearing of record being acceptable to mortgage lending institutions
generally or specifically reflected in the appraisal obtained in connection with the origination of the Mortgage Loan; (c)
exceptions set forth in the title insurance policy relating to such Mortgage, such exceptions being acceptable to mortgage lending
institutions generally; and (d) other matters to which like properties are commonly subject which do not materially interfere with
the benefits of the security intended to be provided by the Mortgage;



(iii)          Immediately upon the transfer and assignment contemplated
herein, the Trust shall have good title to, and will be the sole legal owner of, each Mortgage Loan, free and clear of any
encumbrance or lien (other than any lien under this Agreement);



(iv)          As of the day prior to the Cut-Off Date, all payments due on each
Mortgage Loan had been made and no Mortgage Loan had been delinquent (i.e., was more than 30 days past due) more than once in the
preceding 12 months and any such delinquency lasted for no more than 30 days;



(v)           As of the Closing Date, there is no late assessment for
delinquent taxes outstanding against any Mortgaged Property;



(vi)          As of the Closing Date, there is no offset, defense or
counterclaim to any Mortgage Note, including the obligation of the Mortgagor to pay the unpaid principal or interest on such
Mortgage Note except to the extent that the Buydown Agreement for a Buydown Loan forgives certain indebtedness of a
Mortgagor;



(vii)         As of the Closing Date, each Mortgaged Property is free of damage and
in good repair, ordinary wear and tear excepted;



(viii)        Each Mortgage Loan at the time it was made complied with all applicable
local, state and federal laws, including, without limitation, usury, equal credit opportunity, disclosure and recording laws, and
predatory and abusive lending laws applicable to the originating lender;



(ix)           Each Mortgage Loan was originated by a savings association,
savings bank, credit union, insurance company, or similar institution which is supervised and examined by a federal or state
authority or by a mortgagee approved by the FHA and will be serviced by an institution which meets the servicer eligibility
requirements established by the Company;



(x)            As of the Closing Date, each Mortgage Loan that is not
a Cooperative Loan is covered by an ALTA form or CLTA form of mortgagee title insurance policy or other form of policy of insurance
which has been issued by, and is the valid and binding obligation of, a title insurer which, as of the origination date of such
Mortgage Loan, was qualified to do business in the state in which the related Mortgaged Property is located. Such policy insures
the originator of the Mortgage Loan, its successors and assigns as to the first priority lien of the Mortgage in the original
principal amount of the Mortgage Loan subject to the exceptions set forth in such policy. Such policy is in full force and effect
and inures to the benefit of the Trust upon the consummation of the transactions contemplated by this Agreement and no claims have
been made under such policy, and no prior holder of the related Mortgage, including the Company, has done, by act or omission,
anything which would impair the coverage of such policy;



(xi)           Each Mortgage Loan with a Loan-to-Value Ratio as of its
respective origination date in excess of 80% was covered by a Primary Insurance Policy or an FHA insurance policy or a VA guaranty,
and such policy or guaranty is valid and remains in full force and effect;



(xii)          As of the Closing Date, all policies of insurance required by
this Agreement have been validly issued and remain in full force and effect, including such policies covering the Company or the
Servicer;



(xiii)         As of the Closing Date, each insurer issuing a Primary Insurance
Policy holds a rating acceptable to the Rating Agencies;



(xiv)        Each Mortgage (exclusive of any riders thereto) was documented by
appropriate Fannie Mae/Freddie Mac mortgage instruments in effect at the time of origination, or other instruments approved by the
Company;



(xv)         As of the Closing Date, the Mortgaged Property securing each Mortgage
relating to a Mortgage Loan that is not a Cooperative Loan is improved with a one- to four-family dwelling unit, including units in
a duplex, triplex, fourplex, condominium project, townhouse, a planned unit development or a de minimis planned unit
development;



(xvi)        As of the Closing Date, each Mortgage and Mortgage Note is the legal, valid
and binding obligation of the maker thereof and is enforceable in accordance with its terms, except only as such enforcement may be
limited by laws affecting the enforcement of creditors’ rights generally and principles of equity;



(xvii)       As of the date of origination, as to Mortgaged Properties which are units in
condominiums or planned unit developments, all of such units met the applicable Underwriting Standards, are located in a
condominium or planned unit development projects which have received Fannie Mae or Freddie Mac approval, or are approvable by
Fannie Mae or Freddie Mac or have otherwise been approved by the Company;



(xviii)      None of the Mortgage Loans are Buydown Loans;



(xix)         Based solely on representations of the Mortgagors obtained at the
origination of the related Mortgage Loans, approximately 91.40% (by Principal Balance) of the Mortgage Loans will be secured by
owner occupied Mortgaged Properties which are the primary residences of the related Mortgagors, approximately 8.48% (by Principal
Balance) of the Mortgage Loans will be secured by owner occupied Mortgaged Properties which were second or vacation homes of the
Mortgagors and approximately 0.12% (by Principal Balance) of the Mortgage Loans will be secured by Mortgaged Properties which were
non-owner occupied properties;



(xx)          Prior to origination or refinancing, an appraisal of each
Mortgaged Property was made by an appraiser on a form satisfactory to Fannie Mae or Freddie Mac;



(xxi)         The Mortgage Loans have been underwritten substantially in accordance
with the applicable Underwriting Standards;



(xxii)        All of the Mortgage Loans have due-on-sale clauses; however, the due on
sale provisions may not be exercised at the time of a transfer if prohibited by law or the terms of the related Mortgage
Note;



(xxiii)       The Company used no adverse selection procedures in selecting the Mortgage Loans
from among the outstanding adjustable rate conventional mortgage loans purchased by it which were available for inclusion in the
Mortgage Pool and as to which the representations and warranties in this Section 2.08 could be made;



(xxiv)       With respect to any Mortgage Loan as to which an affidavit has been delivered to
the Trustee certifying that the original Mortgage Note is a Destroyed Mortgage Note, if such Mortgage Loan is subsequently in
default, the enforcement of such Mortgage Loan or of the related Mortgage by or on behalf of the Trust will not be materially
adversely affected by the absence of the original Mortgage Note (or portion thereof, as applicable);



(xxv)        Based upon an appraisal of the Mortgaged Property securing each Mortgage
Loan, approximately 98.64% (by Principal Balance) of the Mortgage Loans had a current Loan-to-Value Ratio less than or equal to
80%, approximately 1.18% (by Principal Balance) of the Mortgage Loans had a current Loan-to-Value Ratio greater than 80% but less
than or equal to 90% and approximately 0.17% (by Principal Balance) of the Mortgage Loan had a current Loan-to-Value Ratio greater
than 90%;



(xxvi)       Approximately 59.28% (by Principal Balance) of the Mortgage Loans were originated
for the purpose of refinancing existing mortgage debt, including cash-out refinancings; and approximately 40.72% (by Principal
Balance) of the Mortgage Loans were originated for the purpose of purchasing the Mortgaged Property;



(xxvii)      Not less than approximately 56.73% (by Principal Balance) of the Mortgage Loans were
originated under full documentation programs;



(xxviii)     Each Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code
and Treasury Regulations Section 1.860G-2(a)(1); and



(xxix)      
No Mortgage Loan is subject to the Home Ownership and Equity Protection Act of 1994 or Section 226.32 of
Regulation Z, is a “high-cost” loan or a “predatory” loan as defined under any state or local law or
regulation applicable to the originator of such Mortgage Loan or which would result in liability to the purchaser or assignee of
such Mortgage Loan under any predatory or abusive lending law, or, without limiting the generality of the foregoing, is a
“covered” loan under the laws of the states of California, Colorado or Ohio;
and



(xxx)        No Mortgage Loan is a High Cost Loan or Covered Loan (as such terms are
defined in the Standard & Poor's LEVELS® Glossary in effect on the Closing Date, which is now Version 5.6b Revised,
Appendix E, applicable portions of which are attached hereto as Exhibit C) and no Mortgage Loan originated on or after October 1,
2002 through March 6, 2003 is governed by the Georgia Fair Lending Act;



(xxxi)      
With respect to each Cooperative Loan, the Cooperative Stock that is pledged as security for the Cooperative Loan is held by a
person as a tenant-stockholder (as defined in Section 216 of the Code) in a cooperative housing corporation (as defined in Section
216 of the Code); and



(xxxii)      Each
Cooperative Loan is secured by a valid, subsisting and enforceable (except as such enforcement may be limited by laws affecting the
enforcement of creditors’ rights generally and principles of equity) perfected first lien and security interest in the
related Cooperative Stock securing the related Mortgage Note, subject only to (a) liens of the Cooperative for unpaid assessments
representing the Mortgagor’s pro rata share of the Cooperative’s payments for its blanket mortgage, current and future
real property taxes, insurance premiums, maintenance fees and other assessments to which like collateral is commonly subject and
(b) other matters to which like collateral is commonly subject which do not materially interfere with the benefits of the security
intended to be provided by the Security Agreement.


It is understood and agreed that the representations and warranties
set forth in this Section 2.08 shall survive delivery of the respective Mortgage Files to the Trustee or the Custodian, as the case
may be, and shall continue throughout the term of this Agreement. Upon discovery by any of the Company, the Servicer, the Trustee
or the Custodian of a breach of any of the foregoing representations and warranties which materially and adversely affects the
value of the related Mortgage Loans or the interests of the Trust in the related Mortgage Loans, the Company, the Servicer, the
Trustee or the Custodian, as the case may be, discovering such breach shall give prompt written notice to the others.  Any
breach of the representation set forth in clause (xxix) or clause (xxx) of this Section 2.08 shall be deemed to materially and
adversely affect the value of the related Mortgage Loans or the interests of the Trust in the related Mortgage Loans.  Within
90 days of its discovery or its receipt of notice of breach, the Company shall repurchase, subject to the limitations set forth in
the definition of “Purchase Price,” or substitute for the affected Mortgage Loan or Mortgage Loans or any property
acquired in respect thereof from the Trust, unless it has cured such breach in all material respects.  After the end of the
three-month period beginning on the “start-up day,” any such substitution shall be made only if the Company provides to
the Trustee an Opinion of Counsel addressed to the Trust and the Trustee reasonably satisfactory to the Trustee that each
Substitute Mortgage Loan will be a “qualified replacement mortgage” within the meaning of Section 860G(a)(4) of the
Code. Such substitution shall be made in the manner and within the time limits set forth in Section 2.07.  Any such repurchase
by the Company shall be accomplished in the manner and at the Purchase Price, if applicable, but shall not be subject to the time
limits, set forth in Section 2.07.  It is understood and agreed that the obligation of the Company to provide such
substitution or to make such repurchase of any affected Mortgage Loan or Mortgage Loans or any property acquired in respect thereof
as to which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the
Holders of the REMIC I Regular Interests and the Class R-1 Residual Interest or the Trustee on behalf of the Holders of the REMIC I
Regular Interests and the Class R-1 Residual Interest.



Section
2.09.         
Acknowledgment of
Transfer of Mortgage Pool Assets. The Trustee hereby  acknowledges and accepts on behalf of the
Trust the transfer and assignment to the Trust of the Mortgage Pool Assets, but without having made the review required to be made
within 45 days pursuant to Section 2.07, and declares that as of the Closing Date it (or the Custodian on behalf of the Trustee)
holds and shall hold any documents constituting a part of the Mortgage Pool Assets, and the Mortgage Pool Assets, as Trustee in
trust, upon the trust herein set forth, for the use and benefit of all present and future Holders of the REMIC I Regular Interests
and the Class R-1 Residual Interest.  In connection therewith, as of the Closing Date, in exchange for the Mortgage Pool
Assets, the Trust does hereby issue to the Company the REMIC I Regular Interests and the Class R-1 Residual Interest.



Section
2.10.         
Conveyance of REMIC
II Assets; Security Interest.  Concurrently with the execution and delivery hereof, the Company does
hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trust, without recourse, all the Company’s
right, title and interest in and to the REMIC II Assets.  Pursuant to Section 3818 of the Statutory Trust Statute, the REMIC I
Regular Interests shall not be cancelled and shall be held as treasury interests owned by the Trust.  The Trustee acknowledges
that the REMIC II Assets are held by it as Trustee of the Trust for the benefit of the holders of the Certificates.  It is the
express intent of the parties hereto that the conveyance of the REMIC II Assets to the Trust by the Company as provided in this
Section 2.10 be, and be construed as, an absolute sale of the REMIC II Assets.  It is, further, not the intention of the
parties that such conveyance be deemed the grant of a security interest in the REMIC II Assets by the Company to the Trust to
secure a debt or other obligation of the Company.  However, in the event that, notwithstanding the intent of the parties, the
REMIC II Assets are held to be the property of the Company, or if for any other reason this Agreement is held or deemed to create a
security interest in the REMIC II Assets, then:


(a)           this
Agreement shall constitute a security agreement;


(b)           the
conveyance provided for in this Section 2.10 shall be deemed to be a grant by the Company to the Trust of, and the Company hereby
grants to the Trust, to secure all of the Company’s obligations hereunder, a security interest in all of the Company’s
right, title and interest, whether now owned or hereafter acquired, in and to:



(I)            The REMIC I Regular Interests, including without
limitation all rights represented thereby in and to the Mortgage Pool Assets and the proceeds thereof;



(II)           All accounts, chattel paper, deposit accounts, documents,
general intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, and
other minerals, consisting of, arising from, or relating to, any of the foregoing; and



(III)         All proceeds of the foregoing.


The Company shall file such financing statements, and the Company and
the Trustee acting on behalf of the Trust at the direction of the Company shall, to the extent consistent with this Agreement, take
such other actions as may be necessary to ensure that, if this Agreement were found to create a security interest in the REMIC II
Assets, such security interest would be a perfected security interest of first priority under applicable law and will be maintained
as such throughout the term of this Agreement. In connection herewith, the Trust shall have all of the rights and remedies of a
secured party and creditor under the Uniform Commercial Code as in force in the relevant jurisdiction.


In the event that a pleading is filed in a court of competent
jurisdiction asserting that this Agreement creates a security interest in the REMIC II Assets, the Trustee on behalf of the Trust
shall take actual possession of the REMIC II Assets or, at the Company's option, the Trustee on behalf of the Trust shall be
provided an Opinion of Counsel addressed to the Trust and the Trustee reasonably satisfactory to the Trustee to the effect that
such security interest is a perfected security interest of first priority while the REMIC II Assets are in the possession of the
Company or its affiliates.



Section
2.11.         
REMIC Election for
REMIC II.


The Servicer shall, on behalf of REMIC II, elect to treat REMIC II as
a REMIC within the meaning of Section 860D of the Code and, if necessary, under applicable state laws. Such election shall be
included in the Form 1066 and any appropriate state return to be filed on behalf of REMIC II for its first taxable year.


The Closing Date is hereby designated as the “startup day”
of REMIC II within the meaning of Section 860G(a)(9) of the Code.


The regular interests (as set forth in the table contained in the
Preliminary Statement hereto) relating to REMIC II are hereby designated as “regular interests” in REMIC II for
purposes of Section 860G(a)(1) of the Code. The Class R-2 Residual Interest is hereby designated as the sole class of
“residual interest” in REMIC II for purposes of Section 860G(a)(2) of the Code. The REMIC II Regular Interests and the
Class R-2 Residual Interest shall together 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.


The parties intend that the affairs of REMIC II shall constitute, and
that the affairs of REMIC II shall be conducted so as to qualify it as, a REMIC. In furtherance of such intention, the Servicer
shall, on behalf of REMIC II: (a) prepare and file, or cause to be prepared and filed, a federal tax return using a calendar year
as the taxable year for REMIC II when and as required by the REMIC provisions and other applicable federal income tax laws; (b)
make an election, on behalf of REMIC II, to be treated as a REMIC on the federal tax return of REMIC II for its first taxable year,
in accordance with the REMIC provisions; (c) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders
and the Holders of the Class R-2 Residual Interest all information reports as and when required to be provided to them in
accordance with the REMIC provisions (which information reports, in the case of each Class of Class A Certificates (other than the
Class A-2A Certificates) and the Class B Certificates, shall reflect the respective amounts of interest that are to be
treated as having been (i) received by such Class from REMIC II and (ii) received by such Class from the Class X Certificates
outside of REMIC II pursuant to Section 2.16, and which information reports, in the case of the Class X Certificates, shall reflect
the respective amounts of interest that are to be treated as having been (i) received by such Class from REMIC II and (ii) paid by
such Class to the Class A Certificates (other than the Class A-2A Certificates) and the Class B Certificates outside of
REMIC II pursuant to Section 2.16); (d) conduct the affairs of REMIC II at all times that any of the Certificates are outstanding
so as to maintain the status of REMIC II as a REMIC under the REMIC provisions; (e) not knowingly or intentionally take any action
or omit to take any action that would cause the termination of the REMIC status of REMIC II; and (f) pay the amount of any federal
prohibited transaction penalty taxes imposed on REMIC II when and as the same shall be due and payable (but such obligation shall
not prevent the Servicer or any other appropriate person from contesting any such tax in appropriate proceedings and shall not
prevent the Servicer from withholding payment of such tax, if permitted by law, pending the outcome of such proceedings); provided,
that the Servicer shall be entitled to be indemnified from REMIC II for any such prohibited transaction penalty taxes if the
Servicer’s failure to exercise reasonable care was not the primary cause of the imposition of such prohibited transaction
penalty taxes.


In the event that any tax is imposed on “prohibited
transactions” of REMIC II as defined in Section 860F of the Code and not paid by the Servicer pursuant to clause (f) of the
preceding paragraph, such tax shall be charged against amounts otherwise distributable to the Holders of the Class R-2 Residual
Interest. Notwithstanding anything to the contrary contained herein, the Servicer is hereby authorized to retain from amounts
otherwise distributable to the Holders of the Class R-2 Residual Interest on any Distribution Date sufficient funds to reimburse
the Servicer for the payment of such tax (to the extent that the Servicer has not been previously reimbursed therefor).



Section 2.12.         
Acknowledgement of Transfer of REMIC II Assets; Authentication of Certificates. The Trustee hereby
acknowledges and accepts on behalf of the Trust the assignment to the Trust of the REMIC II Assets and declares that as of the
Closing Date it holds and shall hold any documents constituting a part of the REMIC II Assets, and the REMIC II Assets, as Trustee
in trust, upon the trust herein set forth, for the use and benefit of all present and future Holders of the Certificates (other
than the Class R Certificates) and the Class R-2 Residual Interest.  In connection therewith, as of the Closing Date, in
exchange for the REMIC II Assets, the Trustee on behalf of the Trust shall cause to be authenticated and delivered, upon and
pursuant to the order of the Company, the Certificates in Authorized Denominations.



Section 2.13.         
Legal Title. Legal title to all assets of the Trust shall be vested at all times in the Trust as a
separate legal entity.



Section 2.14.         
Compliance with ERISA Requirements. For purposes of ensuring compliance with the requirements of
the “underwriter’s exemption” (U.S. Department of Labor Prohibited Transaction Exemption 2002-41, 67 Fed. Reg.
54487 (Aug. 22, 2002), as amended), issued under ERISA, and for the avoidance of any doubt as to the applicability of other
provisions of this Agreement, to the fullest extent permitted by applicable law and except as contemplated by this Agreement, (1)
the Trust shall not be a party to any merger, consolidation or reorganization, or liquidate or sell its assets and (2) so long as
any Certificates are outstanding, none of the Company, the Servicer, the Trustee or the Delaware Trustee shall institute against
the Trust, or join in any institution against the Trust of, any bankruptcy or insolvency proceedings under any federal or state
bankruptcy, insolvency or similar law.



Section 2.15.         
Additional Representation of the Company Concerning the Mortgage Loans. The Company hereby
represents and warrants to the Trust that it does not intend for the Mortgage Pool to include any Mortgage Loan that is a
“high-cost home loan” as defined under the New Jersey Home Ownership Security Act of 2002, the New Mexico Home Loan
Protection Act, the Massachusetts Predatory Home Loan Practices Act or the Indiana Home Loan Practices Act (Indiana Code, Section
24-9 et seq.). Based on the foregoing representation and warranty and on the Company’s obligation, pursuant to Section 2.08,
to repurchase or substitute for the affected Mortgage Loan in the event of a breach of the representation set forth in clauses
(xxix) or (xxx) of Section 2.08, the other parties hereto agree and understand that it is not intended for the Mortgage Pool to
include any Mortgage Loan that is a “high-cost home loan” as defined under the New Jersey Home Ownership Security Act
of 2002, the New Mexico Home Loan Protection Act.



Section 2.16.         
Distributions to Certain Class A Certificates and the Class B Certificates Outside of REMIC II. For tax purposes, for any Distribution Date for which a distribution of a Carryover Shortfall Payment has been made to any
Class of Class A Certificates (no such distributions shall be made to the Class A-2A Certificates) or any Class of Class B
Certificates pursuant to the second and fifth sentences of Section 4.04(a), as applicable, such Class shall be treated as (i)
having received the portion of the REMIC II Available Distribution Amount distributed to the Corresponding Class of REMIC II
Regular Interests for such Distribution Date and (ii) having received from the Class X Certificates, outside of REMIC II, the
Carryover Shortfall Payment for such Class.  For tax purposes, for any such Distribution Date, the Class X Certificates shall
be treated as (i) having received the portion of the REMIC II Available Distribution Amount distributed to the Class X-L
Regular Interest for such Distribution Date and (ii) having paid to each such Class of Class A Certificates (other than the
Class A-3 Certificates) and Class B Certificates, as applicable, outside of REMIC II, the Carryover Shortfall Payment for
such Class.



ARTICLE III



Administration and Servicing of Mortgage Loans



Section
3.01.         
The
Servicer.  Washington Mutual Bank shall act as Servicer to service and administer the Mortgage Loans
on behalf of the Trust in accordance with the terms hereof, consistent with prudent mortgage loan servicing practices and (unless
inconsistent with prudent mortgage loan servicing practices) in the same manner in which, and with the same care, skill, prudence
and diligence with which, it services and administers similar mortgage loans for other portfolios, and shall have full power and
authority to do or cause to be done any and all things in connection with such servicing and administration which a prudent
servicer of mortgage loans would do under similar circumstances, including, without limitation, the power and authority to bring
actions and defend the Mortgage Pool Assets on behalf of the Trust in order to enforce the terms of the Mortgage Notes.  The
Servicer may perform its servicing responsibilities through agents or independent contractors, but shall not thereby be released
from any of its responsibilities hereunder and the Servicer shall diligently pursue all of its rights against such agents or
independent contractors.


The Servicer shall make reasonable efforts to collect or cause to be
collected all payments called for under the terms and provisions of the Mortgage Loans and shall, to the extent such procedures
shall be consistent with this Agreement and the terms and provisions of any Primary Insurance Policy, any FHA insurance policy or
VA guaranty, any hazard insurance policy, and federal flood insurance, cause to be followed such collection procedures as are
followed with respect to mortgage loans comparable to the Mortgage Loans and held in portfolios of responsible mortgage lenders in
the local areas where each Mortgaged Property is located. The Servicer shall enforce “due-on-sale” clauses with respect
to the related Mortgage Loans, to the extent permitted by law, subject to the provisions set forth in Section 3.08.


Consistent with the foregoing, the Servicer may, in accordance with
prudent mortgage loan servicing practices, (i) waive or cause to be waived any assumption fee or late payment charge in connection
with the prepayment of any Mortgage Loan and (ii) only upon determining that the coverage of any applicable insurance policy or
guaranty related to a Mortgage Loan will not be materially adversely affected, arrange a schedule, running for no more than 180
days after the first delinquent Due Date, for payment of any delinquent installment on any Mortgage Note or for the liquidation of
delinquent items.


Consistent with the terms of this Section 3.01, the Servicer may
waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in
any manner grant indulgence to any Mortgagor if it has determined, exercising its good faith business judgment in the same manner
as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of,
such Mortgage Loan would not be adversely affected by such waiver, modification, postponement or indulgence; provided,
however, that (unless the Mortgagor is in default with respect to the Mortgage Loan or in the reasonable judgment of the
Servicer such default is imminent) the Servicer shall not permit any modification with respect to any Mortgage Loan that would (i)
change the applicable Mortgage Interest Rate, defer or forgive the payment of any principal or interest, reduce the outstanding
principal balance (except for actual payments of principal) or extend the final maturity date with respect to such Mortgage Loan,
or (ii) be inconsistent with the terms of any applicable Primary Insurance Policy, FHA insurance policy, VA guaranty, hazard
insurance policy or federal flood insurance policy. Notwithstanding the foregoing, the Servicer shall not permit any modification
with respect to any Mortgage Loan that would both constitute a sale or exchange of such Mortgage Loan within the meaning of Section
1001 of the Code (including any proposed, temporary or final regulations promulgated thereunder) (other than in connection with a
proposed conveyance or assumption of such Mortgage Loan that is treated as a Principal Prepayment or in a default situation) and
cause any REMIC to fail to qualify as such under the Code. The Servicer shall be entitled to approve a request from a Mortgagor for
a partial release of the related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration
or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its good faith business
judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely
and full collectability of, such Mortgage Loan would not be adversely affected thereby and that REMIC I and REMIC II would not fail
to continue to qualify as REMICs under the Code as a result thereof and that no tax on “prohibited transactions” or
“contributions” after the startup day would be imposed on any REMIC as a result thereof.


The Servicer is hereby authorized and empowered by the Trust to
execute and deliver or cause to be executed and delivered on behalf of the Holders of the REMIC I Regular Interests and the Class
R-1 Residual Interest, and the Trust or any of them, any and all instruments of satisfaction or cancellation, or of partial or full
release, discharge or modification, assignments of Mortgages and endorsements of Mortgage Notes in connection with refinancings (in
jurisdictions where such assignments are the customary and usual standard of practice of mortgage lenders) and all other comparable
instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Servicer is hereby further
authorized and empowered by the Trust to execute and deliver or cause to be executed and delivered on behalf of the Holders of the
REMIC I Regular Interests and the Class R-1 Residual Interest and the Trust, or any of them, such instruments of assignment or
other comparable instruments as the Servicer shall, in its sole judgment, deem appropriate in order to register any Mortgage Loan
on the MERS® System or to cause the removal of any Mortgage Loan from registration thereon. Any expenses incurred in connection
with the actions described in the preceding sentence shall be borne by the Servicer with no right of reimbursement; provided,
however, that any such expenses incurred as a result of any termination by MERS of the MERS® System shall be reimbursable
to the Servicer.  The Trustee on behalf of the Trust shall execute and furnish to the Servicer, at the Servicer’s
direction, any powers of attorney and other documents prepared by the Servicer and determined by the Servicer to be necessary or
appropriate to enable the Servicer to carry out its supervisory, servicing and administrative duties under this
Agreement.


The Servicer shall obtain (to the extent generally commercially
available) and maintain fidelity bond and errors and omissions coverage acceptable to Fannie Mae or Freddie Mac with respect to its
obligations under this Agreement.  The Servicer shall establish escrow accounts for, or pay when due (by means of an advance),
any tax liens in connection with the Mortgaged Properties that are not paid by the Mortgagors when due to the extent that any such
payment would not constitute a Nonrecoverable Advance when made.


In connection with the servicing and administering of each Mortgage
Loan, the Servicer and any affiliate of the Servicer (i) may perform services such as appraisals, default management and (in the
case of affiliates only) brokerage services that are not customarily provided by servicers of mortgage loans, and shall be entitled
to reasonable compensation therefor and (ii) may, at its own discretion and on behalf of the Trust, obtain credit information in
the form of a “credit score” from a credit repository.



Section
3.02.         
Custodial Accounts
and Buydown Fund Accounts. The Servicer shall establish and maintain the Custodial Account for P&I,
Buydown Fund Accounts (if any) and the special Custodial Account for Reserves and shall deposit or cause to be deposited therein
within 48 hours of receipt the following amounts received or advanced by the Servicer with respect to the Mortgage
Loans:



(i)            all scheduled payments of principal;



(ii)           all scheduled payments of interest, net of the Servicing
Fee due to the Servicer;



(iii)          all Curtailments and Payoffs; and



(iv)          all Insurance Proceeds, Liquidation Proceeds, Excess Liquidation
Proceeds and Subsequent Recoveries;



provided, however, that (x) proceeds received with respect to individual Mortgage Loans from
any title, hazard, or FHA insurance policy, VA guaranty, Primary Insurance Policy or other insurance policy (other than any Special
Primary Insurance Policy) covering such Mortgage Loans, if required for the restoration or repair of the related Mortgaged
Property, may be deposited either in the Custodial Account for Reserves or the Custodial Account for P&I and (y) such proceeds
(other than proceeds from any Special Primary Insurance Policy), if not required for the restoration or repair of the related
Mortgaged Property, and if not released to the Mortgagor in accordance with prudent mortgage loan servicing practices, shall be
deposited in the Custodial Account for P&I, and shall be applied to the balances of the related Mortgage Loans as payments of
interest and principal.


The Servicer is hereby authorized to make withdrawals from and to
issue drafts against the Custodial Accounts for P&I and the Custodial Accounts for Reserves for the purposes required or
permitted by this Agreement.


The Servicer hereby undertakes to assure remittance to the Certificate
Account of all amounts relating to the Mortgage Loans that have been collected by the Servicer and are due to the Certificate
Account pursuant to Section 4.01 of this Agreement.


Funds held in the Custodial Account for P&I and the Custodial
Account for Reserves may, at the Servicer’s option, be invested in (i) one or more Eligible Investments which shall in no
event mature later than the Business Day prior to the related Withdrawal Date (except if such Eligible Investments are obligations
of the Trustee, such Eligible Investments may mature on the Withdrawal Date), or (ii) such other instruments as shall be required
to maintain the Ratings.



Section
3.03.         
The Investment
Account; Eligible Investments. (a)       Not later than the Withdrawal
Date, the Servicer shall withdraw or direct the withdrawal of funds in the Custodial Accounts for P&I, for deposit in the
Investment Account, in an amount representing:



(i)                  Scheduled installments of principal and interest on the Mortgage Loans received by the Servicer which were due on the related
Due Date, net of the Servicing Fees and less any amounts to be withdrawn later by the Servicer from the applicable Buydown Fund
Accounts;



(ii)                Payoffs
and the proceeds of other types of liquidations of the Mortgage Loans received by the Servicer for such Mortgage Loans during the
applicable Payoff Period, with interest to the date of Payoff or liquidation less any amounts to be withdrawn later by the Servicer
from the applicable Buydown Fund Accounts; and



(iii)               Curtailments
received by the Servicer in the Prior Period.


At its option, the Servicer may invest funds withdrawn from the
Custodial Accounts for P&I, as well as any Buydown Funds, Insurance Proceeds and Liquidation Proceeds previously received by
the Servicer (including amounts paid by the Company in respect of any Purchase Obligation or its substitution obligations set forth
in Section 2.07 or Section 2.08 or by the Servicer in connection with the exercise of the option to terminate this Agreement
pursuant to Section 9.01) for its own account and at its own risk, during any period prior to their deposit in the Certificate
Account. Such funds, as well as any funds which were withdrawn from the Custodial Accounts for P&I on or before the Withdrawal
Date, but not yet deposited into the Certificate Account, shall immediately be deposited by the Servicer with the Investment
Depository in an Investment Account in the name of the Servicer and the Trust for investment only as set forth in this Section
3.03. The Servicer shall bear any and all losses incurred on any investments made with such funds and shall be entitled to retain
all gains realized on such investments as additional servicing compensation. Not later than the Business Day prior to the
Distribution Date, the Servicer shall deposit such funds, net of any gains (except Payoff Earnings to the extent used to pay
Compensating Interest) earned thereon, in the Certificate Account.


(b)           Funds
held in the Investment Account shall be invested in (i) one or more Eligible Investments which shall in no event mature later than
the Business Day prior to the related Distribution Date (except if such Eligible Investments are obligations of the Trustee, such
Eligible Investments may mature on the Distribution Date), or (ii) such other instruments as shall be required to maintain the
Ratings.



Section
3.04.         
The Certificate
Account.


(a)           On or
prior to the Closing Date, the Trustee shall establish the Certificate Account, which shall be entitled “Washington Mutual
Mortgage Securities Corp. Certificate Account under the Pooling and Servicing Agreement, dated as of July 1, 2005, among Washington
Mutual Mortgage Securities Corp., as Depositor and Servicer, Deutsche Bank National Trust Company, as the Trustee, and Deutsche
Bank Trust Company Delaware, as the Delaware Trustee, for the benefit of WaMu Mortgage Pass-Through Certificates Series 2005-AR9
Trust created pursuant thereto”.  Promptly after the Closing Date, the Trustee shall communicate to the Servicer the
account number and wiring instructions for the Certificate Account.


Not later than the Business Day prior to the related Distribution
Date, the Servicer shall direct the Investment Depository to deposit into the Certificate Account the amounts previously deposited
into the Investment Account (which may include a deposit of Eligible Investments) to which the Holders of the REMIC I Regular
Interests and the Class R-1 Residual Interest are entitled or which are necessary for payment of any Special Primary Insurance
Premiums. In addition, not later than the Business Day prior to the Distribution Date, the Servicer shall deposit into the
Certificate Account any Monthly P&I Advances or other payments required to be made by the Servicer pursuant to Section 4.02 of
this Agreement and any Insurance Proceeds or Liquidation Proceeds (including amounts paid by the Company in respect of any Purchase
Obligation) not previously deposited in the Custodial Accounts for P&I or the Investment Account, and any amounts paid by the
Servicer in connection with the exercise of its option to terminate this Agreement pursuant to Section 9.01 or any other purchase
of Mortgage Loans permitted by this Agreement.


(b)           Funds
held in the Certificate Account shall be invested at the written direction of the Servicer in (i) one or more Eligible Investments
which shall in no event mature later than the Business Day prior to the related Distribution Date (except if such Eligible
Investments are obligations of the Trustee, such Eligible Investments may mature on the Distribution Date), or (ii) such other
instruments as shall be required to maintain the Ratings.  The Servicer shall be entitled to receive any gains earned on such
Eligible Investments and shall bear any losses suffered in connection therewith.  If the Trustee has not received such written
investment directions from the Servicer, the Trustee shall not invest funds held in the Certificate Account.  The Trustee
shall have no liability for any losses on investments of funds held in the Certificate Account.


In the event the Trustee makes such investments, the parties
acknowledge that the Trustee or its affiliates may receive additional compensation (not payable pursuant to this Agreement) that
could be deemed to be in the Trustee's economic self-interest for (i) serving as investment adviser, administrator, shareholder,
servicing agent, custodian or sub-custodian with respect to certain of the Eligible Investments, (ii) using affiliates to effect
transactions in certain Eligible Investments and (iii) effecting transactions in certain Eligible Investments.



Section 3.05.         
Permitted Withdrawals from the Certificate Account, the Investment Account, Custodial Accounts for P&I
 and Custodial Accounts for Reserves and of Buydown Funds from the
Buydown Fund Accounts.


(a)           The Servicer is authorized to make withdrawals (or, in the case of the Certificate Account, to direct the Trustee to
make withdrawals), from time to time, from the Investment Account, the Certificate Account, the Custodial Accounts for P&I
or the Custodial Accounts for Reserves of amounts deposited
therein in respect of the Certificates (and, to the extent applicable, to make deposits of the amounts withdrawn), as
follows:



(i)                  To reimburse itself for Monthly P&I Advances made pursuant to Section 4.02, such right to reimbursement pursuant to this
paragraph (i) being limited to amounts received on particular Mortgage Loans (including, for this purpose, Insurance Proceeds and
Liquidation Proceeds) which represent late recoveries of principal and/or interest respecting which any such Monthly P&I
Advance was made;



(ii)                To
reimburse itself for amounts expended by or for the account of the Servicer pursuant to Section 3.09 in connection with the
restoration of property damaged by an Uninsured Cause or in connection with the liquidation of a Mortgage Loan;



(iii)               To pay to
itself, with respect to the related Mortgage Loans, the Servicing Fee (net of Compensating Interest reduced by Payoff Earnings and
Payoff Interest) as to which no prior withdrawals from funds deposited by the Servicer have been made;



(iv)              
To
reimburse itself for the following amounts advanced with respect to Mortgage Loans (except for Mortgage Loans purchased by the
Servicer):  (A) amounts advanced with respect to payments of taxes referred to in the last
sentence of the sixth paragraph of Section 3.01 (to the extent that such amounts have not otherwise been recovered by the
Servicer), (B) amounts incurred in maintaining any insurance described in Section 3.07 and (C) amounts which
the Servicer has determined to be Nonrecoverable Advances;



(v)                To pay to
itself reinvestment earnings deposited or earned in the Investment Account and the Certificate Account to which it is entitled and
to reimburse itself for expenses incurred by and reimbursable to it pursuant to Section 6.03;



(vi)              To deposit to the
Investment Account amounts in the Certificate Account not required to be on deposit therein at the time of such
withdrawal;



(vii)             To deposit in the
Certificate Account, not later than the Business Day prior to the related Distribution Date, the amounts in the Investment Account
specified in Section 3.04(a);



(viii)           To pay on behalf of the Trustee any
Special Primary Insurance Premium payable by the Trustee pursuant to Section 4.04(a); provided, the Servicer shall give
written notice thereof to the Trustee prior to noon New York City time two Business Days prior to the applicable Distribution Date;
and



after
making or providing for the above withdrawals



(ix)              To clear and
terminate the Investment Account and the Certificate Account following termination of this Agreement pursuant to Section
9.01.


Since, in connection with withdrawals pursuant to paragraphs (i) and
(ii), the Servicer’s entitlement thereto is limited to collections or other recoveries on the related Mortgage Loan, the
Servicer shall keep and maintain, separate accounting for each Mortgage Loan, for the purpose of justifying any such
withdrawals.


(b)           The
Servicer is authorized to make withdrawals, from time to time, of Buydown Funds from the Buydown Fund Account or Custodial Account
for P&I (and, to the extent applicable, to make deposits of the amounts withdrawn), as follows:



(i)            To deposit each month in the Investment Account the
amount necessary to supplement payments received on Buydown Loans;



(ii)           In the event of a Payoff of any Mortgage Loan having a
related Buydown Fund, to apply amounts remaining in Buydown Fund Accounts to reduce the required amount of such principal Payoff
(or, if the Mortgagor has made a Payoff, to refund such remaining Buydown Fund amounts to the Person entitled
thereto);



(iii)          In the event of foreclosure or liquidation of any Mortgage Loan
having a Buydown Fund, to deposit remaining Buydown Fund amounts in the Investment Account as Liquidation Proceeds;
and



(iv)          To clear and terminate the portion of any account representing
Buydown Funds following termination of this Agreement pursuant to Section 9.01;


(c)           The
Trustee is authorized to make withdrawals from time to time from the Certificate Account to reimburse itself for advances it has
made as successor Servicer pursuant to Section 7.01(a) hereof that it has determined to be Nonrecoverable Advances.



Section
3.06.         
Maintenance of
Primary Insurance Policies; Collections Thereunder. The Servicer shall use commercially reasonable
efforts to keep in full force and effect each Primary Insurance Policy (except any Special Primary Insurance Policy) required with
respect to a Mortgage Loan until no longer required, and the Servicer shall use commercially reasonable efforts to keep in full
force and effect each Special Primary Insurance Policy, if any. Notwithstanding the foregoing, the Servicer shall have no
obligation to maintain any Primary Insurance Policy for a Mortgage Loan for which the outstanding Principal Balance thereof at any
time subsequent to origination was 80% or less of the Appraised Value of the related Mortgaged Property, unless required by
applicable law.


Unless required by applicable law, the Servicer shall not cancel or
refuse to renew any Primary Insurance Policy in effect at the date of the initial issuance of the Certificates that is required to
be kept in force hereunder; provided, however, that the Servicer shall not advance funds for the payment of any premium due
under (i) any Primary Insurance Policy (other than a Special Primary Insurance Policy) if it shall determine that such an advance
would be a Nonrecoverable Advance or (ii) any Special Primary Insurance Policy.



Section
3.07.         
Maintenance of
Hazard Insurance. The Servicer shall cause to be maintained for each Mortgage Loan (other than a
Cooperative Loan) fire insurance with extended coverage in an amount which is not less than the original principal balance of such
Mortgage Loan, except in cases approved by the Servicer in which such amount exceeds the value of the improvements to the Mortgaged
Property. The Servicer shall also require fire insurance with extended coverage in a comparable amount on property acquired upon
foreclosure, or deed in lieu of foreclosure, of any Mortgage Loan (other than a Cooperative Loan). Any amounts collected under any
such policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property) shall be deposited
into the Custodial Account for P&I, subject to withdrawal pursuant to Section 3.03 and Section 3.05. Any unreimbursed costs
incurred in maintaining any insurance described in this Section 3.07 shall be recoverable as an advance by the Servicer from the
Custodial Account for P&I, the Investment Account or the Certificate Account. Such insurance shall be with insurers approved by
the Servicer or Fannie Mae or Freddie Mac. Other additional insurance may be required of a Mortgagor, in addition to that required
pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance.
Where any part of any improvement to the Mortgaged Property (other than a Mortgaged Property secured by a Cooperative Loan) is
located in a federally designated special flood hazard area and in a community which participates in the National Flood Insurance
Program at the time of origination of the related Mortgage Loan, the Servicer shall cause flood insurance to be provided. The
hazard insurance coverage required by this Section 3.07 may be met with blanket policies providing protection equivalent to
individual policies otherwise required.  The Servicer shall be responsible for paying any deductible amount on any such
blanket policy.  The Servicer agrees to present, or cause to be presented, on behalf of and for the benefit of the Trust,
claims under the hazard insurance policy respecting any Mortgage Loan, and in this regard to take such reasonable actions as shall
be necessary to permit recovery under such policy.



Section
3.08.         
Enforcement of
Due-on-Sale Clauses; Assumption Agreements. When any Mortgaged Property is about to be conveyed by the
Mortgagor, the Servicer shall, to the extent it has knowledge of such prospective conveyance and prior to the time of the
consummation of such conveyance, exercise on behalf of the Trust the Trust’s rights to accelerate the maturity of such
Mortgage Loan, to the extent that such acceleration is permitted by the terms of the related Mortgage Note, under any
“due-on-sale” clause applicable thereto; provided, however, that the Servicer shall not exercise any such right
if the due-on-sale clause, in the reasonable belief of the Servicer, is not enforceable under applicable law or if such exercise
would result in non-coverage of any resulting loss that would otherwise be covered under any insurance policy. In the event the
Servicer is prohibited from exercising such right, the Servicer is authorized to take or enter into an assumption and modification
agreement from or with the Person to whom a Mortgaged Property has been or is about to be conveyed, pursuant to which such Person
becomes liable under the Mortgage Note and, unless prohibited by applicable state law or unless the Mortgage Note contains a
provision allowing a qualified borrower to assume the Mortgage Note, the Mortgagor remains liable thereon; provided that the
Mortgage Loan shall continue to be covered (if so covered before the Servicer enters such agreement) by any related Primary
Insurance Policy. The Servicer is also authorized to enter into a substitution of liability agreement with such Person, pursuant to
which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the
Mortgage Note.  The Servicer shall not enter into any substitution or assumption with respect to a Mortgage Loan if such
substitution or assumption shall (i) both constitute a “significant modification” effecting an exchange or reissuance
of such Mortgage Loan under the Code (or Treasury regulations promulgated thereunder) and cause the REMICs to fail to qualify as a
REMIC under the REMIC Provisions or (ii) cause the imposition of any tax on “prohibited transactions” or
“contributions” after the startup day under the REMIC Provisions.  The Servicer shall notify the Trustee that any
such substitution or assumption agreement has been completed by forwarding to the Trustee the original copy of such substitution or
assumption agreement and other documents and instruments constituting a part thereof. In connection with any such assumption or
substitution agreement, the terms of the related Mortgage Note shall not be changed. Any fee collected by the Servicer for entering
into an assumption or substitution of liability agreement shall be retained by the Servicer as additional servicing
compensation.


Notwithstanding the foregoing paragraph or any other provision of this
Agreement, the Servicer shall not be deemed to be in default, breach or otherwise in violation of any of its obligations hereunder
by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law
from preventing, for any reason whatsoever.



Section
3.09.         
Realization Upon
Defaulted Mortgage Loans. The Servicer shall foreclose upon or otherwise comparably convert, or cause to
be foreclosed upon or comparably converted, the ownership of any Mortgaged Property securing a Mortgage Loan which comes into and
continues in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to
Section 3.01. In lieu of such foreclosure or other conversion, and taking into consideration the desirability of maximizing net
Liquidation Proceeds after taking into account the effect of Insurance Proceeds upon Liquidation Proceeds, the Servicer may, to the
extent consistent with prudent mortgage loan servicing practices, accept a payment of less than the outstanding Principal Balance
of a delinquent Mortgage Loan in full satisfaction of the indebtedness evidenced by the related Mortgage Note and release the lien
of the related Mortgage upon receipt of such payment. The Servicer shall not foreclose upon or otherwise comparably convert a
Mortgaged Property if the Servicer is aware of evidence of toxic waste, other hazardous substances or other evidence of
environmental contamination thereon and the Servicer determines that it would be imprudent to do so. In connection with such
foreclosure or other conversion, the Servicer shall cause to be followed such practices and procedures as it shall deem necessary
or advisable and as shall be normal and usual in general mortgage servicing activities. The foregoing is subject to the provision
that, in the case of damage to a Mortgaged Property from an Uninsured Cause, the Servicer shall not be required to advance its own
funds towards the restoration of the property unless it shall be determined in the sole judgment of the Servicer, (i) that such
restoration will increase the proceeds of liquidation of the Mortgage Loan to Certificateholders after reimbursement to itself for
such expenses, and (ii) that such expenses will be recoverable to it through Liquidation Proceeds. The Servicer shall be
responsible for all other costs and expenses incurred by it in any such proceedings; provided, however, that it shall be
entitled to reimbursement thereof (as well as its normal servicing compensation) as an advance. The Servicer shall maintain
information required for tax reporting purposes regarding any Mortgaged Property which is abandoned or which has been foreclosed or
otherwise comparably converted. The Servicer shall report such information to the Internal Revenue Service and the Mortgagor in the
manner required by applicable law.


The Servicer may enter into one or more special servicing agreements
with a Lowest Class B Owner, subject to each Rating Agency's acknowledgment that the Ratings of the Certificates in effect
immediately prior to the entering into of such agreement would not be qualified, downgraded or withdrawn and the Certificates would
not be placed on credit review status (except for possible upgrading) as a result of such agreement.  Any such agreement may
contain provisions whereby such Lowest Class B Owner may (a) instruct the Servicer to commence or delay foreclosure proceedings
with respect to related delinquent Mortgage Loans, provided that the Lowest Class B Owner deposits a specified amount of cash with
the Servicer that will be available for distribution to Certificateholders if Liquidation Proceeds are less than they otherwise may
have been had the Servicer acted pursuant to its normal servicing procedures, (b) purchase such delinquent Mortgage Loans from the
Trust immediately prior to the commencement of foreclosure proceedings at a price equal to the aggregate outstanding Principal
Balance of such Mortgage Loans plus accrued interest thereon at the applicable Mortgage Interest Rate through the last day of the
month in which such Mortgage Loans are purchased and/or (c) assume all of the servicing rights and obligations with respect to such
delinquent Mortgage Loans so long as (i) the Servicer has the right to transfer the servicing rights and obligations of such
Mortgage Loans to another servicer and (ii) such Lowest Class B Owner will service such Mortgage Loans in accordance with the terms
of this Agreement.


REMIC I shall not acquire any real property (or personal property
incident to such real property) except in connection with a default or imminent default of a Mortgage Loan. In the event that REMIC
I acquires any real property (or personal property incident to such real property) in connection with a default or imminent default
of a Mortgage Loan, such property shall be disposed of by the Servicer as soon as practicable in a manner that, consistent with
prudent mortgage loan servicing practices, maximizes the net present value of the recovery to the Trust, but in any event within
three years after its acquisition by the Servicer for REMIC I unless the Servicer provides to the Trustee an Opinion of Counsel to
the effect that the holding by REMIC I of such Mortgaged Property subsequent to three years after its acquisition will not result
in the imposition of taxes on “prohibited transactions” of REMIC I as defined in Section 860F of the Code or under the
law of any state in which real property securing a Mortgage Loan owned by REMIC I is located or cause REMIC I to fail to qualify as
a REMIC for federal income tax purposes or for state tax purposes under the laws of any state in which real property securing a
Mortgage Loan owned by REMIC I is located at any time that any Certificates are outstanding. The Servicer shall conserve, protect
and operate each such property for the Certificateholders solely for the purpose of its prompt disposition and sale in a manner
which does not cause such property to fail to qualify as “foreclosure property” within the meaning of Section
860G(a)(8) or result in the receipt by the REMIC of any “income from non-permitted assets” within the meaning of
Section 860F(a)(2)(B) of the Code or any “net income from foreclosure property” which is subject to taxation under the
REMIC Provisions. Pursuant to its efforts to sell such property, the Servicer shall either itself or through an agent selected by
the Servicer protect and conserve such property in the same manner and to such extent as is customary in the locality where such
property is located and may, incident to its conservation and protection of the assets of the Trust, rent the same, or any part
thereof, as the Servicer deems to be in the best interest of the Servicer and the Trust for the period prior to the sale of such
property. Additionally, the Servicer shall perform the tax withholding and shall file information returns with respect to the
receipt of mortgage interests received in a trade or business, the reports of foreclosures and abandonments of any Mortgaged
Property and the information returns relating to cancellation of indebtedness income with respect to any Mortgaged Property
required by Sections 6050H, 6050J and 6050P, respectively, of the Code, and deliver to the Trustee an Officers’ Certificate
on or before March 31 of each year stating that such reports have been filed.  Such reports shall be in form and substance
sufficient to meet the reporting requirements imposed by Sections 6050H, 6050J and 6050P of the Code.


Notwithstanding any other provision of this Agreement, the Servicer
and the Trustee, as applicable, shall comply with all federal withholding requirements with respect to payments to
Certificateholders of interest or original issue discount that the Servicer or the Trustee reasonably believes are applicable under
the Code.  The consent of Certificateholders shall not be required for any such withholding.  Without limiting the
foregoing, the Servicer agrees that it will not withhold with respect to payments of interest or original issue discount in the
case of a Certificateholder that has furnished or caused to be furnished an effective Form W-8 or an acceptable substitute form or
a successor form and who is not a “10 percent shareholder” within the meaning of Code Section 871(h)(3)(B) or a
“controlled foreign corporation” described in Code Section 881(c)(3)(C) with respect to REMIC I, REMIC II or the
depositor.  In the event the Trustee withholds any amount from interest or original issue discount payments or advances
thereof to any Certificateholder pursuant to federal withholding requirements, the Trustee shall indicate the amount withheld to
such Certificateholder.



Section
3.10.         
Trustee to
Cooperate; Release of Mortgage Files. Upon the Payoff or scheduled maturity of any Mortgage Loan, the
Servicer shall cause such final payment to be deposited within 48 hours in the related Custodial Account for P&I or the
Investment Account.  The Servicer shall promptly notify the Trustee thereof by a certification (which certification shall
include a statement to the effect that all amounts received in connection with such payment which are required to be deposited in
either such account have been so deposited) of a Servicing Officer and shall request delivery to it of the Mortgage File;
provided, however, that such certification shall not be required if the Mortgage File is held by a Custodian which is also
the Servicer of the Mortgage Loan. Upon receipt of such certification and request, the Trustee shall, not later than the fifth
succeeding Business Day, release, or cause to be released, the related Mortgage File to the Servicer. With any such Payoff or other
final payment, the Servicer is authorized (i) to prepare for and procure from the trustee or mortgagee under the Mortgage which
secured the Mortgage Note a deed of full reconveyance or other form of satisfaction or assignment of Mortgage and endorsement of
Mortgage Note in connection with a refinancing covering the Mortgaged Property, which satisfaction, endorsed Mortgage Note or
assigning document shall be delivered by the Servicer to the person or persons entitled thereto, and (ii) with respect to any MERS
Loan, to cause the removal of such Mortgage Loan from registration on the MERS® System. No expenses incurred in connection with
such satisfaction or assignment shall be payable to the Servicer by the Trustee or from the Certificate Account, the related
Investment Account or the related Custodial Account for P&I. From time to time as appropriate for the servicing or foreclosure
of any Mortgage Loan, including, for this purpose, collection under any Primary Insurance Policy, the Trustee shall, upon request
of the Servicer and delivery to it of a trust receipt signed by a Servicing Officer, release not later than the fifth Business Day
following the date of receipt of such request and trust receipt the related Mortgage File to the Servicer and shall execute such
documents as shall be necessary to the prosecution of any such proceedings. Such trust receipt shall obligate the Servicer to
return the Mortgage File to the Trustee when the need therefor by the Servicer no longer exists, unless the Mortgage Loan shall be
liquidated, in which case, upon receipt of a certificate of a Servicing Officer similar to that herein above specified, the trust
receipt shall be released by the Trustee to the Servicer.



Section
3.11.         
Compensation to the
Servicer. As compensation for its activities hereunder, the Servicer shall be entitled to receive from
the accounts listed in Section 3.05(a) the amounts provided for by Section 3.05(a)(iii). The Servicer shall be required to pay all
expenses incurred by it in connection with its activities hereunder and shall not be entitled to reimbursement therefor, except as
specifically provided herein.



Section
3.12.         
Reports to the
Trustee; Certificate Account Statement. Not later than 15 days after each Distribution Date, the Servicer
shall forward a statement, certified by a Servicing Officer, to the Trustee setting forth the status of the Certificate Account as
of the close of business on such Distribution Date and showing, for the period covered by such statement, the aggregate of deposits
into and withdrawals from the Certificate Account for each category of deposit specified in Section 3.04 and each category of
withdrawal specified in Section 3.05, and stating that all distributions required by this Agreement have been made (or if any
required distribution has not been made, specifying the nature and amount thereof).  The Trustee shall make available such
statements to any Certificateholder upon request at the expense of the Servicer.  Such statement shall also, to the extent
available, include information regarding delinquencies on the Mortgage Loans, indicating the number and aggregate Principal Balance
of Mortgage Loans which are one, two, three or more months delinquent, the number and aggregate Principal Balance of Mortgage Loans
with respect to which foreclosure proceedings have been initiated and the book value of any Mortgaged Property acquired by the
Trust through foreclosure, deed in lieu of foreclosure or other exercise of the Trust’s security interest in the Mortgaged
Property.



Section
3.13.         
Annual Statement as
to Compliance. The Servicer shall deliver to the Trustee, on or before April 30 of each year, beginning
with the first April 30 succeeding the Cut-Off Date by at least six months, an Officer’s Certificate stating as to the signer
thereof, that (i) a review of the activities of the Servicer during the preceding calendar year and performance under this
Agreement has been made under such officer’s supervision, and (ii) to the best of such officer’s knowledge, based on
such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year, or, if there has been a
default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status
thereof. Copies of such statement shall be provided by the Servicer to Certificateholders upon request or by the Trustee (solely to
the extent that such copies are available to the Trustee) at the expense of the Servicer, should the Servicer fail to so provide
such copies.



Section
3.14.         
Access to Certain
Documentation and Information Regarding the Mortgage Loans. In the event that the Certificates are legal
for investment by federally-insured savings associations, the Servicer shall provide to the OTS, the FDIC and the supervisory
agents and examiners of the OTS and the FDIC access to the documentation regarding the related Mortgage Loans required by
applicable regulations of the OTS or the FDIC, as applicable, and shall in any event provide such access to the documentation
regarding such Mortgage Loans to the Trustee and its representatives, such access being afforded without charge, but only upon
reasonable request and during normal business hours at the offices of the Servicer designated by it.



Section
3.15.         
Annual Independent
Public Accountants’ Servicing Report. On or before April 30 of each year, beginning with the first
April 30 succeeding the Cut-Off Date by at least six months, the Servicer, at its expense, shall furnish to the Trustee a copy of a
report delivered to the Servicer by a firm of independent public accountants (who may also render other services to the Servicer or
any affiliate thereof) to the effect that, on the basis of an examination conducted by such firm in accordance with standards
established by the American Institute of Certified Public Accountants, the Servicer has complied with certain minimum residential
mortgage loan servicing standards in its role as Servicer with respect to the servicing of residential mortgage loans (including
the Mortgage Loans) during the most recently completed fiscal year.  In rendering its report such firm may rely, (a) as to
matters relating to the Certificates, upon a statistical sampling of series of mortgage-backed certificates which may include the
Certificates and (b) as to matters relating to the direct servicing of residential mortgage loans by subservicers, upon comparable
reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the
same standards (rendered within one year of such report) with respect to those subservicers.



Section
3.16.         
Yield Maintenance
Account. On or prior to the Closing Date, the Trustee shall cause to be established and maintained the
Yield Maintenance Account, into which amounts received by the Trustee from the Cap Counterparty pursuant to the Yield Maintenance
Agreements shall be deposited for the benefit of the Class A Certificates (other than the Class A-2A Certificates).  On
each Distribution Date, the Trustee shall withdraw from the Yield Maintenance Account to the extent funds are available therein and
in accordance with the statement received from the Servicer pursuant to Section 4.02(b), the Yield Maintenance Payment Amounts for
the Class A Certificates (other than the Class A-2A Certificates) for such Distribution Date, and deposit such amounts in the
Certificate Account for payment to the related Class A Certificates pursuant to Section 4.04(a).



Amounts on deposit in the Yield Maintenance Account shall not be invested and shall not be held in an interest-bearing
account.



The
Trustee shall withdraw from the Yield Maintenance Account and pay to itself any amounts remaining in the Yield Maintenance Account
after the Final Yield Maintenance Payment Date for the Class A Certificates (other than the Class A-2A
Certificates).



To the extent that it
constitutes a “reserve fund” for purposes of the REMIC Provisions, the Yield Maintenance Account established hereunder
shall be an “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in that regard (i) such fund
shall be an outside reserve fund and not an asset of any REMIC, (ii) such fund shall be owned for federal tax purposes by the
Trustee, and the Trustee shall report all amounts of income, deduction, gain or loss accruing therefrom, and (iii) amounts
transferred by the REMIC to the fund shall be treated as distributed by the REMIC to the Trustee. 



Section
3.17.        
[Reserved.]


Section 3.18.        
[Reserved.]



Section
3.19.         
Determination of
LIBOR by Servicer.  



(a)           With respect to each Distribution Date, the Servicer will
determine LIBOR on the related LIBOR Determination Date on the basis of the “Interest Settlement
Rate” for United States dollar deposits of one-month maturity set by the British Bankers’ Association (the
“BBA”) as of 11:00 a.m. (London time) on such LIBOR Determination Date as found on any of the Moneyline Telerate
Service (formerly the Dow Jones Markets) page 3750, the Reuters Monitor Money Rates Service page “LIBOR01” or the
Bloomberg L.P. page “BBAM” (each such page, or such other page as may replace any of the foregoing on such service or
such other service as may be nominated by the BBA as the information vendor for the purpose of displaying the BBA’s Interest
Settlement Rates for deposits in United States dollars, each, a “Designated Telerate Page”).



(b)           If on any LIBOR Determination Date, such Interest Settlement
Rates are not available from any Designated Telerate Page, LIBOR for the related accrual period will be the most recently published
Interest Settlement Rate.  In the event that the BBA no longer sets an Interest Settlement Rate, the Servicer shall calculate
LIBOR for the immediately following accrual period as follows:  the Servicer will determine LIBOR by reference to the
quotations offered by the principal London office of each of the designated Reference Banks meeting the criteria set forth below
for making one-month United States dollar deposits in leading banks in the London Interbank market, as of 11:00 a.m. (London time)
on the LIBOR Determination Date.  Under this method LIBOR will be established by the Servicer on each LIBOR Determination Date
as follows:


(i)           
If on any LIBOR Determination Date two or more Reference Banks provide offered quotations, LIBOR for the next interest accrual
period shall be the arithmetic mean of the offered quotations, carrying the result (expressed as a percentage) out to six decimal
places, and rounding to five decimal places.


(ii)           If on
any LIBOR Determination Date only one or none of the Reference Banks provides offered quotations, LIBOR for the next interest
accrual period shall be the greater of:



·         LIBOR as determined
on the previous LIBOR Determination Date or



·         the Reserve Interest
Rate.


The “Reserve Interest Rate” shall be the rate per annum
that the Servicer determines to be either:



·         the arithmetic mean,
(expressed as a percentage) carried out to six decimal places, and rounded to five decimal places, of the one-month United States
dollar lending rates that New York City banks selected by the Servicer are quoting, on the relevant LIBOR Determination Date, to
the principal London offices of at least two of the Reference Banks to which the quotations are, in the opinion of the Servicer,
being so made, or



·         if the Servicer
cannot determine the arithmetic mean, the lowest one-month United States dollar lending rate which New York City banks selected by
the Servicer are quoting on the LIBOR Determination Date to leading European banks.


(iii)          If on any
LIBOR Determination Date the Servicer is required but is unable to determine the Reserve Interest Rate in the manner provided in
paragraph (ii) above, LIBOR for the next interest accrual period shall be LIBOR as determined on the preceding LIBOR Determination
Date, or, in the case of the first LIBOR Determination Date, LIBOR shall be considered to be the per annum rate specified in the
Prospectus Supplement, if so specified.



Each Reference Bank (i) will be a leading
bank engaged in transactions in Eurodollar deposits in the international Eurocurrency market, (ii) will not control, be controlled
by, or be under common control with, the Servicer and (iii) will have an established place of business in London.  If any
Reference Bank should be unwilling or unable to act as such or if the Servicer should terminate the designation of any such
reference bank, the Servicer will promptly designate another leading bank meeting the criteria specified above.  If on any
such LIBOR Determination Date, the Servicer calculates LIBOR on the basis of the provisions of this Section 3.19(b), the
Servicer shall designate the Reference Banks. 


(c)           The
establishment of LIBOR on each LIBOR Determination Date by the Servicer for the related accrual period will, in the absence of
manifest error, be final and binding.



ARTICLE IV



Payments to Certificateholders; Payment of Expenses



Section
4.01.         
Distributions to
Holders of REMIC I Regular Interests and Class R-1 Residual Interest.  On each Distribution Date,
the Trustee (or any duly appointed paying agent) (i) shall be deemed to have distributed from the Certificate Account the REMIC I
Distribution Amount to the Holders of the REMIC I Regular Interests, and to have deposited such amounts for their benefit into the
Certificate Account and (ii) from the Certificate Account shall distribute to the Class R Certificateholders, in accordance with
the written statement received from the Servicer pursuant to Section 4.02(b), the sum of (a) the Excess Liquidation Proceeds and
(b) the amounts to be distributed to the Holders of the Class R-1 Residual Interest pursuant to the definition of “REMIC I
Distribution Amount” for such Distribution Date.  Amounts distributed pursuant to clause (ii) above shall be distributed
by wire transfer in immediately available funds for the account of each Class R Certificateholder, or by any other means of payment
acceptable to each Class R Certificateholder of record on the immediately preceding Record Date (other than as provided in Section
9.01 respecting the final distribution), as specified by each such Certificateholder and at the address of such Holder appearing in
the Certificate Register.  Notwithstanding any other provision of this Agreement, no actual distributions pursuant to clause
(i) of this Section 4.01 shall be made on account of the deemed distributions described in this paragraph except in the event of a
liquidation of REMIC II and not REMIC I.



Section
4.02.         
Advances by the
Servicer; Distribution Reports to the Trustee.


(a)           To the
extent described below, the Servicer is obligated to advance its own funds to the Custodial Account for P&I, or apply funds
held in the Custodial Account for P&I for future distribution, to cover any shortfall between (i) Minimum Monthly Payments
scheduled to be received in respect of Mortgage Loans and (ii) the amounts actually received.  The Servicer’s obligation
to make any advance or advances described in this Section 4.02 is effective only to the extent that such advance is, in the good
faith judgment of the Servicer made not later than the second Business Day prior to each Distribution Date, reimbursable from
Insurance Proceeds or Liquidation Proceeds of the related Mortgage Loans or recoverable as late Minimum Monthly Payments with
respect to the related Mortgage Loans or otherwise.


Prior to the close of business on the second Business Day prior to
each Distribution Date, the Servicer shall determine whether or not it will make a Monthly P&I Advance not later than the
second Business Day prior to such Distribution Date and shall furnish a written statement to the Trustee, the Paying Agent, if any,
and to any Certificateholder requesting the same, setting forth the aggregate amount to be advanced on account of principal and
interest in respect of the Mortgage Loans, stated separately.


In the event that the Servicer shall be required to make a Monthly
P&I Advance, it shall, not later than the second Business Day prior to the related Distribution Date either (i) deposit in the
Custodial Account for P&I an amount equal to such Monthly P&I Advance, (ii) make an appropriate entry in the records of the
Custodial Account for P&I that funds in such account being held for future distribution or withdrawal have been, as permitted
by this Section 4.02, used by the Servicer to make such Monthly P&I Advance or (iii) make advances in the form of any
combination of (i) and (ii) aggregating the amount of such Monthly P&I Advance.  Any funds being held for future
distribution and so used shall be replaced by the Servicer by deposit in the Custodial Account for P&I not later than the
second Business Day prior to any future Distribution Date to the extent that funds otherwise available for distribution on such
Distribution Date with respect to the Mortgage Loans shall be less than payments required to be made hereunder on such Distribution
Date.


(b)           Prior
to noon New York City time two Business Days prior to each Distribution Date, the Servicer shall provide (x) the Trustee and (y)
the Company with a statement in writing of (1) the amount, as applicable, of (i) interest, (ii) the interest portion, if any, of
Realized Losses, (iii) Uncompensated Interest Shortfall, (iv) scheduled principal, (v) Net Negative Amortization Amounts, (vi)
Principal Prepayments, (vii) Liquidation Principal, (viii) Subsequent Recoveries, (ix) the principal portion of Realized Losses
(after giving effect to any reduction thereof by application of any Cumulative Carry-Forward Subsequent Recoveries Amount), (x) the
Residual Distribution Amount and (xi) the Excess Liquidation Proceeds to be distributed or allocated, as applicable, to each
Class of Certificates on such Distribution Date (such amounts to be determined in accordance with the definitions of “REMIC I
Distribution Amount” and “REMIC II Distribution Amount,” Section 4.01 and Section 4.04 hereof and other
related definitions set forth in Article I hereof); (2) the applicable Class Principal Balance after giving effect to such
distributions and allocations; (3) the Cumulative Carry-Forward Subsequent Recoveries Amount for such Distribution Date; (4) the
amount of any Special Primary Insurance Premium payable on such Distribution Date; (5) for each Class of the Class A Certificates
(other than the Class A-2A Certificates) and each Class of the Class B Certificates, any portion of the Carryover Shortfall
Amount for such Class remaining after distributions on such Distribution Date; and (6) the Yield Maintenance Payments for the Class
A Certificates (other than the Class A-2A Certificates) for such Distribution Date.



Section
4.03.         
Nonrecoverable
Advances. Any advance previously made by the Servicer that the Servicer shall determine in its good faith
judgment not to be ultimately recoverable from Insurance Proceeds or Liquidation Proceeds or otherwise with respect to such
Mortgage Loan or recoverable as late Minimum Monthly Payments with respect to such Mortgage Loan shall be a Nonrecoverable
Advance.  The determination by the Servicer that it has made a Nonrecoverable Advance or that any advance would constitute a
Nonrecoverable Advance, shall be evidenced by an Officer’s Certificate of the Servicer delivered to the Trustee on the
Determination Date and detailing the reasons for such determination.  Notwithstanding any other provision of this Agreement,
any insurance policy relating to the Mortgage Loans, or any other agreement relating to the Mortgage Loans to which the Company or
the Servicer is a party, (a) the Servicer shall not be obligated to, and shall not, make any advance that, after reasonable inquiry
and in its sole discretion, the Servicer shall determine would be a Nonrecoverable Advance and (b) the Servicer shall be entitled
to reimbursement for any advance as provided in Section 3.05(a)(i), (ii) and (iv) and Section 3.05(d) of this Agreement.



Section
4.04.         
Distributions to
Certificateholders; Payment of Special Primary Insurance Premiums. 



(a)           On each Distribution Date, the Trustee (or any duly
appointed paying agent) shall (i) subject to Section 3.05(a)(viii), withdraw from the Certificate Account any Special
Primary Insurance Premium payable on such Distribution Date and pay such amount to the insurer under the applicable Special Primary
Insurance Policy and (ii) withdraw from the Certificate Account the REMIC II Available Distribution Amount for such Distribution
Date and distribute, from the amount so withdrawn, to the extent of the REMIC II Available Distribution Amount, the REMIC II
Distribution Amount to the Holders of the REMIC II Regular Interests and the Class R-2 Residual Interest. 



Notwithstanding the immediately
preceding sentence, on each Distribution Date, the Trustee (or any duly appointed paying agent) shall, from the amount otherwise
distributable to the Class X-L Regular Interest on such Distribution Date pursuant to the immediately preceding sentence,
distribute, to the extent thereof, to the Holders of each Class of Class A Certificates (other than the Class A-2A
Certificates) and each Class of Class B Certificates, the Carryover Shortfall Payment, if any, for each such Class.  Each
Holder of a Class X Certificate is deemed to have accepted the terms for payment of the Carryover Shortfall Payments to the Holders
of the Class A Certificates (other than the Class A-2A Certificates) and the Class B Certificates pursuant to the immediately
preceding sentence and the provisions of Section 2.16.  Each Holder of a Class A (other than a Class A-2A Certificate),
Class B or Class X Certificate is deemed, by acceptance of such Certificate, to have accepted the provisions of Section
2.16.



Furthermore, on each Distribution Date
from and including September 2005 to and including the Final Yield Maintenance Payment Date, the Trustee shall withdraw from
the Certificate Account and distribute to the Holders of the Class A Certificates (other than the Class A-2A Certificates) and
the Class B Certificates, the related Yield Maintenance Payment.



The net distributions to the
Certificates pursuant to this Section 4.04(a) shall be made in accordance with the written statement received from the Servicer
pursuant to Section 4.02(b).  Any Special Primary Insurance Premiums distributed pursuant to clause (i) above shall be
distributed by any method specified in the respective Special Primary Insurance Policy as directed by the related insurer to the
Servicer.  Amounts distributed to the Certificateholders pursuant to clause (ii) above shall be distributed by wire transfer
in immediately available funds for the account of, or by check mailed to, each such Certificateholder of record on the immediately
preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), as specified by each such
Certificateholder and at the address of such Holder appearing in the Certificate Register. 


(b)           All
reductions in the Certificate Principal Balance of a Certificate effected by distributions of principal and all allocations of
Realized Losses made on any Distribution Date shall be binding upon all Holders of such Certificate and of any Certificate issued
upon the registration of transfer or exchange therefor or in lieu thereof, whether or not such distribution is noted on such
Certificate.  The final distribution of principal of each Certificate (and the final distribution upon the Class R
Certificates upon (i) the termination of REMIC I and REMIC II and (ii) the payment, or making provision for payment, of all
liabilities of the Trust) shall be payable in the manner provided above only upon presentation and surrender thereof on or after
the Distribution Date therefor at the office or agency of the Certificate Registrar specified in the notice delivered pursuant to
Section 4.04(c)(ii) and Section 9.01(b).


(c)          
Whenever, on the basis of Curtailments, Payoffs and Minimum Monthly Payments on the Mortgage Loans and Insurance Proceeds and
Liquidation Proceeds received and expected to be received during the Payoff Period, the Servicer has notified the Trustee in
writing by the 15th day of the month that it believes that the entire remaining unpaid Class Principal Balance of any Class of
Certificates will become distributable on the next Distribution Date, the Trustee shall, no later than the 18th day of the month of
such Distribution Date, mail or cause to be mailed to each Person in whose name a Certificate to be so retired is registered at the
close of business on the Record Date and to the Rating Agencies a notice to the effect that:



(i)                  it is expected that funds sufficient to make such final distribution will be available in the Certificate Account on such
Distribution Date, and



(ii)                if such
funds are available, (A) such final distribution will be payable on such Distribution Date, but only upon presentation and
surrender of such Certificate at the office or agency of the Certificate Registrar maintained for such purpose (the address of
which shall be set forth in such notice), and (B) no interest shall accrue on such Certificate after such Distribution
Date.



Section
4.05.         
Statements to
Certificateholders. With each distribution from the Certificate Account on a Distribution Date, the
Trustee shall send to each Rating Agency and shall make available to each Certificateholder the statement required by Section
4.02(b).  The Trustee may make available such statement and certain other information, including, without limitation,
information required to be provided by the Trustee pursuant to Sections 3.12 and 3.13, to Certificateholders through the
Trustee’s web site. Such web site is currently located at “https://www.tss.db.com/invr”.  Assistance in
using the web site can currently be obtained by calling the Trustee’s investor relations desk at 800-735-7777. Parties unable
to use this distribution method may request that a paper copy be mailed to them via first class mail by calling the investor
relations desk. The location of such web page and the procedures used therein are subject to change from time to time at the
Trustee’s discretion.


Upon request by any Certificateholder or Rating Agency or the Trustee,
the Servicer shall forward to such Certificateholder, Rating Agency or the Trustee and the Company an additional report which sets
forth with respect to the Mortgage Loans:



(a)           The number and aggregate Principal Balance of the Mortgage
Loans delinquent one, two and three months or more;



(b)           The (i) number and aggregate Principal Balance of Mortgage
Loans with respect to which foreclosure proceedings have been initiated and (ii) the number and aggregate book value of Mortgaged
Properties acquired through foreclosure, deed in lieu of foreclosure or other exercise of rights respecting the Trust’s
security interest in the Mortgage Loans; and



(c)           The cumulative amount of Realized Losses allocated to the
related Certificates since the Cut-Off Date.


Upon request by any Certificateholder, the Servicer, as soon as
reasonably practicable, shall provide the requesting Certificateholder with such information as is necessary and appropriate, in
the Servicer’s sole discretion, for purposes of satisfying applicable reporting requirements under Rule 144A of the
Securities Act.


The Company or the Servicer may make available any reports,
statements or other information to Certificateholders through a web page on the world wide web.  As of the Closing Date, such
web page is located at “www.wamumsc.com” and information is available by clicking on “Investor
Information.”



ARTICLE V



The Certificates



Section
5.01.         
The
Certificates.


(a)           The
Certificates shall be substantially in the forms set forth in Exhibit A and B with the additional insertion from Exhibit H attached
hereto, and shall be executed by the Trustee on behalf of the Trust, authenticated by the Trustee (or any duly appointed
Authenticating Agent) and delivered (i) upon and pursuant to the order of the Company and (ii) upon receipt by the Trustee of the
documents specified in Section 2.01. The Certificates shall be issuable in Authorized Denominations. Certificates shall be executed
by manual or facsimile signature on behalf of the Trust by authorized officers of the Trustee. Certificates bearing the manual or
facsimile signatures of individuals who were at the time of execution the proper officers of the Trustee shall bind the Trust,
notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of
such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit
under this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication
substantially in the form provided for herein executed by the Trustee or any Authenticating Agent by manual signature, and such
certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.


(b)           The
following definitions apply for purposes of this Section 5.01: “Disqualified Organization” means 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;
“Pass-Through Entity” means any regulated investment company, real estate investment trust, common trust fund,
partnership, trust or estate and any organization to which Section 1381 of the Code applies; “Ownership
Interest” means, with respect to any Residual Certificate, any ownership or security interest in such Residual
Certificate, including any interest in a Residual Certificate as the Holder thereof and any other interest therein whether direct
or indirect, legal or beneficial, as owner or as pledgee; “Transfer” means any direct or indirect transfer or
sale of, or directly or indirectly transferring or selling any Ownership Interest in a Residual Certificate; and
“Transferee” means any Person who is acquiring by Transfer any Ownership Interest in a Residual
Certificate.


(c)          
Restrictions on Transfers of the Residual Certificates to Disqualified Organizations are set forth in this Section
5.01(c).



(i)                  Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or
acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized
the Trustee or its designee under clause (iii)(A) below to deliver payments to a Person other than such Person and to negotiate the
terms of any mandatory sale under clause (iii)(B) below and to execute all instruments of transfer and to do all other things
necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Residual Certificate
are expressly subject to the following provisions:



(A)          Each Person holding or acquiring any Ownership Interest in a
Residual Certificate shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its
status as a Permitted Transferee.



(B)           In connection with any proposed Transfer of any Ownership
Interest in a Residual Certificate to a U.S. Person, the Trustee shall require delivery to it, and shall not register the Transfer
of any Residual Certificate until its receipt of (1) an affidavit and agreement (a “Transferee Affidavit and
Agreement”) attached hereto as Exhibit J from the proposed Transferee, in form and substance satisfactory to the Company,
representing and warranting, among other things, that it is not a Non-U.S. Person, that such transferee is a Permitted Transferee,
that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the proposed Transfer as a
nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest
in a Residual Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this
Section 5.01(c) and agrees to be bound by them, and (2) a certificate, attached hereto as Exhibit I, from the Holder wishing to
transfer the Residual Certificate, in form and substance satisfactory to the Company, representing and warranting, among other
things, that no purpose of the proposed Transfer is to allow such Holder to impede the assessment or collection of tax.



(C)           Notwithstanding the delivery of a Transferee Affidavit and
Agreement by a proposed Transferee under clause (B) above, if the Trustee has actual knowledge that the proposed Transferee is not
a Permitted Transferee, no Transfer of an Ownership Interest in a Residual Certificate to such proposed Transferee shall be
effected.



(D)          Each Person holding or acquiring any Ownership Interest in a
Residual Certificate agrees by holding or acquiring such Ownership Interest (i) to require a Transferee Affidavit and Agreement
from any other Person to whom such Person attempts to transfer its Ownership Interest and to provide a certificate to the Trustee
in the form attached hereto as Exhibit J; (ii) to obtain the express written consent of the Company prior to any transfer of such
Ownership Interest, which consent may be withheld in the Company’s sole discretion; and (iii) to provide a certificate to the
Trustee in the form attached hereto as Exhibit I.



(ii)                The
Trustee shall register the Transfer of any Residual Certificate only if it shall have received the Transferee Affidavit and
Agreement, a certificate of the Holder requesting such transfer in the form attached hereto as Exhibit J and all of such other
documents as shall have been reasonably required by the Trustee as a condition to such registration.



(iii)          (A)          If any
“disqualified organization” (as defined in Section 860E(e)(5) of the Code) shall become a holder of a Residual
Certificate, then the last preceding Permitted Transferee shall be restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of registration of such Transfer of such Residual Certificate. If any
Non-U.S. Person shall become a holder of a Residual Certificate, then the last preceding holder which is a U.S. Person shall be
restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration
of the Transfer to such Non-U.S. Person of such Residual Certificate. If a transfer of a Residual Certificate is disregarded
pursuant to the provisions of Treasury Regulations Section 1.860E-1 or Section 1.860G-3, then the last preceding Permitted
Transferee shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the
date of registration of such Transfer of such Residual Certificate. Neither the Trust nor the Trustee shall be under any liability
to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by this Section 5.01(c) or
for making any payments due on such Certificate to the holder thereof or for taking any other action with respect to such holder
under the provisions of this Agreement.



(B)           If any purported Transferee shall become a Holder of a
Residual Certificate in violation of the restrictions in this Section 5.01(c) and to the extent that the retroactive restoration of
the rights of the Holder of such Residual Certificate as described in clause (iii)(A) above shall be invalid, illegal or
unenforceable, then the Company shall have the right, without notice to the Holder or any prior Holder of such Residual
Certificate, to sell such Residual Certificate to a purchaser selected by the Company on such terms as the Company may choose. Such
purported Transferee shall promptly endorse and deliver each Residual Certificate in accordance with the instructions of the
Company. Such purchaser may be the Company itself or any affiliate of the Company. The proceeds of such sale, net of the
commissions (which may include commissions payable to the Company or its affiliates), expenses and taxes due, if any, shall be
remitted by the Company to such purported Transferee. The terms and conditions of any sale under this clause (iii)(B) shall be
determined in the sole discretion of the Company, and the Company shall not be liable to any Person having an Ownership Interest in
a Residual Certificate as a result of its exercise of such discretion.



(iv)          The Servicer, on behalf of the Trustee, shall make available,
upon written request from the Trustee, all information necessary to compute any tax imposed (A) as a result of the Transfer of an
Ownership Interest in a Residual Certificate to any Person who is not a Permitted Transferee, including the information regarding
“excess inclusions” of such Residual Certificates required to be provided to the Internal Revenue Service and certain
Persons as described in Treasury Regulation Section 1.860D-1(b)(5), and (B) as a result of any regulated investment company, real
estate investment trust, common trust fund, partnership, trust, estate or organizations described in Section 1381 of the Code
having as among its record holders at any time any Person who is not a Permitted Transferee. Reasonable compensation for providing
such information may be required by the Servicer from such Person.



(v)           The provisions of this Section 5.01 set forth prior to this
Section (v) may be modified, added to or eliminated by the Company, the Servicer and the Trustee, provided that there shall have
been delivered to the Trustee the following:



(A)          written notification from each of the Rating Agencies to the
effect that the modification, addition to or elimination of such provisions will not cause such Rating Agency to downgrade its
then-current Ratings of the Certificates; and



(B)           an Opinion of Counsel, in form and substance satisfactory to
the Company (as evidenced by a certificate of the Company), to the effect that such modification, addition to or absence of such
provisions will not cause REMIC I and REMIC II to cease to qualify as a REMIC and will not create a risk that (1) REMIC I and REMIC
II may be subject to an entity-level tax caused by the Transfer of any Residual Certificate to a Person which is not a Permitted
Transferee or (2) a Certificateholder or another Person will be subject to a REMIC-related tax caused by the Transfer of a Residual
Certificate to a Person which is not a Permitted Transferee.


(vi)          The following legend shall appear on all Residual
Certificates:



ANY RESALE, TRANSFER OR OTHER
DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE COMPANY AND THE
TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT EITHER (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN
GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER
THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF
THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), OR (C) BEING HEREINAFTER REFERRED TO AS A
“DISQUALIFIED ORGANIZATION”), OR (D) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS TO
ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL INCLUDE CERTAIN REPRESENTATIONS AS TO THE
FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE
OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH
HOLDER OF THE CLASS R CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.



(vii)         The Tax Matters Person for each of REMIC I and REMIC II, while not a
Disqualified Organization, shall be the tax matters person for the related REMIC within the meaning of Section 6231(a)(7) of the
Code and Treasury Regulation Section 1.860F-4(d).


(d)           In the
case of any Junior Subordinate Certificate presented for registration in the name of any Person, the Trustee shall require (i) an
officer’s certificate substantially in the form of Exhibit N attached hereto acceptable to and in form and substance
satisfactory to the Trustee and the Company, which officer’s certificate shall not be an expense of the Trust, the Trustee,
the Delaware Trustee, the Servicer or the Company and (ii) only if such officer’s certificate indicates that a Benefit Plan
Opinion is delivered in connection therewith, a Benefit Plan Opinion.


In the case of any Residual Certificate presented for registration in
the name of any Person, the Trustee shall require (i) a Transferee Affidavit and Agreement which includes the representation set
forth in paragraph 19 of the form attached hereto as Exhibit J and (ii) only if the representation set forth in such paragraph 19
indicates that a Benefit Plan Opinion is delivered in connection therewith, a Benefit Plan Opinion.


(e)           No
transfer, sale, pledge or other disposition of a Junior Subordinate Certificate shall be made unless such transfer, sale, pledge or
other disposition is made in accordance with this Section 5.01(e) or Section 5.01(f).  Each Person who, at any time, acquires
any ownership interest in any Junior Subordinate Certificate shall be deemed by the acceptance or acquisition of such ownership
interest to have agreed to be bound by the following provisions of this Section 5.01(e) and Section 5.01(f), as applicable. 
No transfer of a Junior Subordinate Certificate shall be deemed to be made in accordance with this Section 5.01(e) unless such
transfer is made pursuant to an effective registration statement under the Securities Act or unless the Trustee is provided with
the certificates and an Opinion of Counsel, if required, on which the Trustee may conclusively rely, to the effect that such
transfer is exempt from the registration requirements under the Securities Act, as follows:  In the event that a transfer is
to be made in reliance upon an exemption from the Securities Act, the Trustee shall require, in order to assure compliance with the
Securities Act, that the Certificateholder desiring to effect such transfer certify to the Trustee in writing, in substantially the
form attached hereto as Exhibit F, the facts surrounding the transfer, with such modifications to such Exhibit F as may be
appropriate to reflect the actual facts of the proposed transfer, and that the Certificateholder’s proposed transferee
certify to the Trustee in writing, in substantially the form attached hereto as Exhibit G, the facts surrounding the transfer, with
such modifications to such Exhibit G as may be appropriate to reflect the actual facts of the proposed transfer. If such
certificate of the proposed transferee does not contain substantially the substance of Exhibit G, the Trustee shall require an
Opinion of Counsel that such transfer may be made without registration, which Opinion of Counsel shall not be obtained at the
expense of the Trustee, the Delaware Trustee, the Trust, the Servicer or the Company. Such Opinion of Counsel shall allow for the
forwarding, and the Trustee shall forward, a copy thereof to the Rating Agencies. Notwithstanding the foregoing, any Junior
Subordinate Certificate may be transferred, sold, pledged or otherwise disposed of in accordance with the requirements set forth in
Section 5.01(f).


(f)           
To effectuate a Certificate transfer of a Junior Subordinate Certificate in accordance with this Section 5.01(f), the proposed
transferee of such Certificate must provide the Trustee and the Company with an investment letter substantially in the form of
Exhibit L attached hereto, which investment letter shall not be an expense of the Trust, the Trustee, the Delaware Trustee or the
Company, and which investment letter states that, among other things, such transferee (i) is a “qualified institutional
buyer” as defined under Rule 144A, acting for its own account or the accounts of other “qualified institutional
buyers” as defined under Rule 144A, and (ii) is aware that the proposed transferor intends to rely on the exemption from
registration requirements under the Securities Act provided by Rule 144A. Notwithstanding the foregoing, the proposed transferee of
such Certificate shall not be required to provide the Trustee or the Company with Annex 1 or Annex 2 to the form of Exhibit L
attached hereto if the Company so consents prior to each such transfer. Such transfers shall be deemed to have complied with the
requirements of this Section 5.01(f). The Holder of a Certificate desiring to effect such transfer does hereby agree to indemnify
the Trust, the Trustee, the Delaware Trustee, the Servicer, the Company, and the Certificate Registrar against any liability that
may result if transfer is not made in accordance with this Agreement.


(g)          
(1)           In the case of any ERISA Restricted Certificate presented for
registration in the name of any Person, the prospective transferee shall be required to provide the Trustee and the Company (A) an
officer’s certificate substantially in the form of Exhibit O attached hereto acceptable to and in form and substance
satisfactory to the Trustee and the Company, which officer’s certificate shall not be an expense of the Trust, the Servicer,
the Trustee, the Delaware Trustee, the Servicer or the Company, and (B) only if such officer’s certificate indicates that a
Benefit Plan Opinion is delivered in connection therewith, a Benefit Plan Opinion.



(2)           Notwithstanding the foregoing, a certification (and, if
applicable, a Benefit Plan Opinion) as described in Section 5.01(g)(1) above will not be required with respect to the transfer of
any ERISA Restricted Certificate to a Clearing Agency, or for any subsequent transfer of any interest in a ERISA Restricted
Certificate for so long as such Certificate is a Book-Entry Certificate (each such ERISA Restricted Certificate, a
“Book-Entry ERISA Restricted Certificate”).  Any transferee of a Book-Entry ERISA Restricted Certificate
will be deemed to have represented, by virtue of its acquisition or holding of such Certificate (or interest therein), that either
(i) such transferee is not an employee benefit or other plan subject to the prohibited transaction provisions of ERISA or Section
4975 of the Code, or any person (including an investment manager, a named fiduciary or a trustee of any such plan) acting, directly
or indirectly, on behalf of or purchasing such Certificate with “plan assets” of any such plan (a “Plan
Investor”), (ii) such transferee is an insurance company, the source of funds to be used by it to acquire or hold such
Certificate is an “insurance company general account” (within the meaning of Department of Labor Prohibited Transaction
Class Exemption (“PTCE”) 95-60), and the conditions in Sections I and III of PTCE 95-60 have been satisfied
(each entity that satisfies this clause (ii), a “Complying Insurance Company”) or (iii) such Certificate was
rated “BBB-” or better (or its equivalent) by at least one of the Rating Agencies at the time of such
transferee’s acquisition of such Certificate (or interest therein).



(3)           If any Book-Entry ERISA Restricted Certificate (or any
interest therein) is acquired or held in violation of the provisions of Section 5.01(g)(2) above, then the last preceding
transferee that either (i) is not a Plan Investor, (ii) is a Complying Insurance Company or (iii) acquired such Certificate at a
time when such Certificate was rated “BBB-” or better (or its equivalent) by at least one of the Rating Agencies shall
be restored, to the extent permitted by law, to all rights and obligations as Beneficial Holder thereof retroactive to the date of
transfer of such Certificate by such preceding transferee.  Neither the Trust nor the Trustee shall be under any liability to
any Person for making any payments due on such Certificate to such preceding transferee.



(4)           Any purported Beneficial Holder whose acquisition or holding
of any Book-Entry ERISA Restricted Certificate (or interest therein) was effected in violation of the restrictions in this Section
5.01(g) shall indemnify and hold harmless the Company, the Trustee, the Delaware Trustee, the Servicer, the Trust and the
Underwriters from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such
acquisition or holding.



Section
5.02.         
Certificates
Issuable in Classes; Distributions of Principal and Interest; Authorized Denominations. The aggregate
principal amount of the Certificates that may be authenticated and delivered under this Agreement is limited to the aggregate
Principal Balance of the Mortgage Loans as of the Cut-Off Date, as specified in the Preliminary Statement to this Agreement, except
for Certificates authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
Certificates pursuant to Section 5.03. Such aggregate principal amount shall be allocated among one or more Classes having
designations, types of interests, initial per annum Certificate Interest Rates, initial Class Principal Balances and Final Maturity
Dates as specified in the Preliminary Statement to this Agreement. The aggregate Percentage Interest of each Class of Certificates
of which the Class Principal Balance equals zero as of the Cut-Off Date that may be authenticated and delivered under this
Agreement is limited to 100%. Certificates shall be issued in Authorized Denominations.



Section
5.03.         
Registration of
Transfer and Exchange of Certificates. The Trustee shall cause to be maintained at one of its offices or
at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder.
Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time
to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section
10.06. The Trustee hereby appoints itself as the initial Certificate Registrar.


Upon surrender for registration of transfer of any Certificate to the
Trustee at DB Services Tennessee, Inc., 648 Grassmere Park Road, Nashville, TN 37211, Attention: Transfer Department, or such other
address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee shall execute, and the
Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other
Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon
surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for
exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and
deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or
surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied
by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the
Holder thereof or such Holder’s attorney duly authorized in writing.


A reasonable service charge may be made for any such exchange or
transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may
be imposed in connection with any exchange or transfer of Certificates.


All Certificates surrendered for exchange or transfer shall be
cancelled by the Trustee or any Authenticating Agent.



Section
5.04.         
Mutilated,
Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Trustee or
any Authenticating Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to their satisfaction of the
destruction, loss or theft of any Certificate, and there is delivered to the Trustee or any Authenticating Agent such security or
indemnity as may be required by them to save each of them and the Trust harmless, then, in the absence of notice to the Trustee or
any Authenticating Agent that such Certificate has been acquired by a protected purchaser, the Trustee shall execute and the
Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Certificate, a new Certificate of like Certificate Principal Balance or Percentage Interest as applicable. Upon the
issuance of any new Certificate under this Section 5.04, the Trustee or any Authenticating Agent may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant
to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in REMIC II (or with respect to the Class R
Certificates, the residual ownership interests in REMIC I and REMIC II) as if originally issued, whether or not the lost or stolen
Certificate shall be found at any time.



Section
5.05.         
Persons Deemed
Owners. The Company, the Servicer, the Trust, the Trustee, the Delaware Trustee and any agent of any of
them may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01 and Section 4.04 and for all other purposes whatsoever, and none of the Company, the
Servicer, the Trust, the Trustee, the Delaware Trustee, the Certificate Registrar or any agent thereof shall be affected by notice
to the contrary.



Section
5.06.         
Temporary
Certificates. Upon the initial issuance of the Certificates, the Trustee on behalf of the Trust may
execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, temporary Certificates which are printed,
lithographed, typewritten or otherwise produced, in any Authorized Denomination, of the tenor of the definitive Certificates in
lieu of which they are issued and with such variations in form from the forms of the Certificates set forth as Exhibits A, B and H
hereto as the Trustee’s officers executing such Certificates may determine, as evidenced by their execution of the
Certificates.  Notwithstanding the foregoing, the Certificates may remain in the form of temporary Certificates.


If temporary Certificates are issued, the Trustee shall cause
definitive Certificates to be prepared within ten Business Days after the Closing Date or as soon as practicable thereafter. After
preparation of definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates upon surrender
of the temporary Certificates at the office or agency of the Trustee to be maintained as provided in Section 5.10 hereof, without
charge to the holder. Any tax or governmental charge that may be imposed in connection with any such exchange shall be borne by the
Servicer. Upon surrender for cancellation of any one or more temporary Certificates, the Trustee on behalf of the Trust shall
execute and the Trustee or any Authenticating Agent shall authenticate and deliver in exchange therefor a like principal amount of
definitive Certificates of Authorized Denominations. Until so exchanged, the temporary Certificates shall in all respects be
entitled to the same benefits under this Agreement as definitive Certificates.



Section
5.07.         
Book-Entry for
Book-Entry Certificates. Notwithstanding the foregoing, the Book-Entry Certificates, upon original
issuance, shall be issued in the form of one or more typewritten Certificates of Authorized Denomination representing the
Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Company.  The
Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of
DTC, as the initial Clearing Agency, and no Beneficial Holder shall receive a definitive certificate representing such Beneficial
Holder’s interest in any Class of Book-Entry Certificate, except as provided above and in Section 5.09.  Each Book-Entry
Certificate shall bear the following legend:



Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York
corporation (“DTC”), to the Company or its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative
of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.


Unless and until definitive, fully registered Book-Entry
Certificates (the “Definitive Certificates”) have been issued to the Beneficial Holders pursuant to Section
5.09:



(a)           the provisions of this Section 5.07 shall be in full force
and effect with respect to the Book-Entry Certificates;



(b)           the Servicer and the Trustee may deal with the Clearing
Agency for all purposes with respect to the Book-Entry Certificates (including the making of distributions on the Book-Entry
Certificates) as the sole Certificateholder;



(c)           to the extent that the provisions of this Section 5.07
conflict with any other provisions of this Agreement, the provisions of this Section 5.07 shall control; and



(d)           the rights of the Beneficial Holders shall be exercised only
through the Clearing Agency and the DTC Participants and shall be limited to those established by law and agreements between such
Beneficial Holders and the Clearing Agency and/or the DTC Participants. Pursuant to the Depositary Agreement, unless and until
Definitive Certificates are issued pursuant to Section 5.09, the initial Clearing Agency will make book-entry transfers among the
DTC Participants and receive and transmit distributions of principal and interest on the related Class of Book-Entry Certificates
to such DTC Participants.


For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of Book-Entry Certificates evidencing a specified
Percentage Interest, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning
Book-Entry Certificates evidencing the requisite Percentage Interest represented by the Book-Entry Certificates. The Clearing
Agency may take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf
of the Beneficial Holders.



Section
5.08.         
Notices to Clearing
Agency. Whenever notice or other communication to the Certificateholders is required under this
Agreement, unless and until Definitive Certificates shall have been issued to the related Certificateholders pursuant to Section
5.09, the Trustee shall give all such notices and communications specified herein to be given to Holders of the Book-Entry
Certificates to the Clearing Agency which shall give such notices and communications to the related DTC Participants in accordance
with its applicable rules, regulations and procedures.



Section
5.09.         
Definitive
Certificates. If (a) the Clearing Agency or the Servicer notifies the Trustee in writing that the
Clearing Agency is no longer willing or able to discharge properly its responsibilities under the Depositary Agreement with respect
to the Book-Entry Certificates and the Trustee or the Servicer is unable to locate a qualified successor, (b) the Servicer, with
the consent of the related DTC Participants, advises the Trustee in writing that it elects to terminate the book-entry system with
respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of Default,
Certificateholders holding Book-Entry Certificates evidencing Percentage Interests aggregating not less than 662⁄3% of the
aggregate Class Principal Balance of such Certificates advise the Trustee and the Clearing Agency through DTC Participants in
writing that the continuation of a book-entry system with respect to the Book-Entry Certificates through the Clearing Agency is no
longer in the best interests of the Certificateholders with respect to such Certificates, the Trustee shall notify all
Certificateholders of Book-Entry Certificates of the occurrence of any such event and of the availability of Definitive
Certificates.  Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by
registration instructions from the Clearing Agency for registration, the Trustee on behalf of the Trust shall execute and the
Trustee or any Authenticating Agent shall authenticate and deliver the Definitive Certificates.  Neither the Company, the
Servicer, the Trust nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on,
and shall be protected in relying on, such instructions.  Upon the issuance of Definitive Certificates for all of the
Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be
imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee
shall recognize the Holders of Definitive Certificates as Certificateholders hereunder.


Section 5.10.         
Office for Transfer of
Certificates. The Trustee shall maintain in New York, New York an office or agency where Certificates may
be surrendered for registration of transfer or exchange. The office of the Trustee’s agent at DTC Transfer Agent Services, 55
Water Street, Jeanette Park Entrance, New York, New York 10041, is initially designated for said purposes.



Section
5.11.         
Nature of
Certificates. The Certificates shall be personal property giving only the rights specifically set forth
therein and in this Agreement.  The Certificates shall have no preemptive or similar rights and when issued and delivered to
the Holders against payment of the purchase price therefor will be fully paid and nonassessable by the Trust.  The Holders of
the Certificates, in their capacities as such, shall be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. THE RECEIPT
AND ACCEPTANCE OF A CERTIFICATE OR ANY INTEREST THEREIN BY OR ON BEHALF OF A HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE
OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL
INTEREST IN SUCH CERTIFICATE OF ALL THE TERMS AND PROVISIONS OF THIS AGREEMENT, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST,
SUCH HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN
THE TRUST AND SUCH HOLDER AND SUCH OTHERS.



ARTICLE VI



The Company and the Servicer



Section
6.01.         
Liability of the
Company and the Servicer. Each of the Company and the Servicer shall be liable in accordance herewith
only to the extent of the obligations specifically imposed upon and undertaken by the Company or the Servicer, as applicable,
herein.



Section
6.02.         
Merger or
Consolidation of the Company, or the Servicer. Any Corporation into which either the Company or the
Servicer may be merged or consolidated, or any Corporation resulting from any merger, conversion or consolidation to which either
the Company or the Servicer shall be a party, or any Corporation succeeding to the business of either the Company or the Servicer,
shall be the successor of the Company or the Servicer, as applicable, hereunder, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.



Section
6.03.         
Limitation on
Liability of the Company, the Servicer and Others. Neither the Company nor the Servicer nor any of the
directors, officers, employees or agents of the Company or the Servicer shall be under any liability to the Trust, the Holders of
the REMIC I Regular Interests or the Certificateholders for any action taken by such Person or for such Person’s refraining
from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Company, the Servicer or any such Person against any liability which would otherwise be
imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless
disregard of duties and obligations hereunder. Each of the Company, the Servicer and any director, officer, employee or agent of
the Company or the Servicer, as applicable, may rely in good faith on any document of any kind properly executed and submitted by
any Person respecting any matters arising hereunder. Each of the Company, the Servicer and any director, officer, employee or agent
of the Company or the Servicer, as applicable, shall be indemnified by the Trust and held harmless against any loss, liability or
expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability
or expense relating to any Mortgage Loan (other than as otherwise permitted in this Agreement) or incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations
and duties hereunder. Neither the Company nor the Servicer shall be under any obligation to appear in, prosecute or defend any
legal action which is not incidental to its duties related to the Mortgage Loans in accordance with this Agreement and which in its
opinion may involve it in any expense or liability; provided, however, that each of the Company and the Servicer may in its
discretion undertake any such action which it may deem necessary or desirable with respect to the Mortgage Loans, this Agreement,
the Certificates or the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such
event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities
of the Trust and the Company and the Servicer shall be entitled to be reimbursed, as applicable, therefor out of the Certificate
Account, as provided by Section 3.05.



Section
6.04.         
Neither the Company
nor the Servicer May Resign. Neither the Company nor the Servicer shall resign from its respective
obligations and duties hereby imposed on it, as applicable, except upon determination by the Company or the Servicer that its
respective duties hereunder are no longer permissible under applicable law. Any successor Servicer shall not resign from the
obligations and duties hereby imposed on it except upon determination that its duties hereunder are no longer permissible under
applicable law. Any such determination permitting the resignation of the Company, the Servicer or any successor Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation shall become effective until the
Trustee or a successor Servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.02
hereof.


If Washington Mutual Bank is no longer acting as Servicer, then the
successor Servicer shall give prompt written notice to the Company of any information received by such successor Servicer which
affects or relates to an ongoing obligation or right of the Company under this Agreement.



Section
6.05.         
Trustee
Access. The Servicer shall afford the Company and the Trustee,
upon reasonable notice, during normal business hours access to all records maintained by the Servicer, in respect of the Mortgage
Loans and in respect of its rights and obligations hereunder and access to such of its officers as are responsible for such
obligations.  Upon reasonable request, the Servicer, shall furnish the Company and the Trustee with its most recent financial
statements (or, for so long as Washington Mutual Bank is the Servicer, the most recent consolidated financial statements for
Washington Mutual Bank appearing in the audited financial statements of Washington Mutual, Inc., or the entity with whose financial
statements the financial statements of Washington Mutual Bank are consolidated) and such other information as it possesses, and
which it is not prohibited by law or, to the extent applicable, binding obligations to third parties with respect to
confidentiality from disclosing, regarding its business, affairs, property and condition, financial or otherwise.



ARTICLE VII



Default 



Section
7.01.         
Events of
Default. (a) In case one or more of the following Events of Default by the Servicer or by a successor
Servicer shall occur and be continuing, that is to say:



(i)                  Any failure by the Servicer to deposit into the Certificate Account any payment required to be deposited therein by the
Servicer under the terms of this Agreement which continues unremedied for a period of five Business Days after the date upon which
written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee or to the
Servicer and the Trustee by the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of REMIC II;
or



(ii)                Failure
on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part
of the Servicer contained in the Certificates or in this Agreement which continues unremedied for a period of 60 days after the
date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the
Trustee, or to the Servicer and the Trustee by the Holders of Certificates evidencing Percentage Interests aggregating not less
than 25% of REMIC II; or



(iii)               A decree or
order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee in
bankruptcy, conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding‐up or liquidation of its affairs, shall have been entered against the
Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or



(iv)              The Servicer shall
consent to the appointment of a trustee in bankruptcy, conservator or receiver or liquidator in any bankruptcy, insolvency,
readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating
to all or substantially all of its property; or



(v)                The
Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of
any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations; or



(vi)              Any failure of the
Servicer to make any Monthly P&I Advance (other than a Nonrecoverable Advance) which continues unremedied at the opening of
business on the Distribution Date in respect of which such Monthly P&I Advance was to have been made;


then, and in each and every such case, so long as an Event of
Default shall not have been remedied, either the Trustee or the Holders of Certificates evidencing Percentage Interests aggregating
not less than 25% of REMIC II, by notice in writing to the Company and the Servicer (and to the Trustee if given by the
Certificateholders, in which case such notice shall set forth evidence reasonably satisfactory to the Trustee that such Event of
Default has occurred and shall not have been remedied) may terminate all of the rights (other than its right to reimbursement for
advances) and obligations of the Servicer, including its right to the Servicing Fee, under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, if any. Such determination shall be final and binding. On or after the receipt by the
Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the
Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section
7.01; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as
attorney‐in‐fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The Servicer agrees to cooperate with the
Trustee in effecting the termination of the Servicer's responsibilities and rights hereunder, including, without limitation, the
transfer to the Trustee for administration by it of all cash amounts which shall at the time be credited by the Servicer to the
Certificate Account or thereafter be received with respect to the Mortgage Loans.


Notwithstanding the foregoing, if an Event of Default described in
clause (vi) of this Section 7.01(a) shall occur, the Trustee shall, by notice in writing to the Servicer, which may be delivered by
telecopy, immediately suspend all of the rights and obligations of the Servicer thereafter arising under this Agreement, but
without prejudice to any rights it may have as a Certificateholder or to reimbursement of Monthly P&I Advances and other
advances of its own funds, and the Trustee shall act as provided in Section 7.02 to carry out the duties of the Servicer, including
the obligation to make any Monthly P&I Advance the nonpayment of which was an Event of Default described in clause (vi) of this
Section 7.01(a). Any such action taken by the Trustee must be prior to the distribution on the relevant Distribution Date. If
the Servicer shall within two Business Days following such suspension remit to the Trustee the amount of any Monthly P&I
Advance the nonpayment of which by the Servicer was an Event of Default described in clause (vi) of this Section 7.01(a),
the Trustee, subject to the last sentence of this paragraph, shall permit the Servicer to resume its rights and obligations as
Servicer hereunder. The Servicer agrees that it will reimburse the Trustee for actual, necessary and reasonable costs incurred by
the Trustee because of action taken pursuant to clause (vi) of this Section 7.01(a). The Servicer agrees that if an Event of
Default as described in clause (vi) of this Section 7.01(a) shall occur more than two times in any twelve month period, the Trustee
shall be under no obligation to permit the Servicer to resume its rights and obligations as Servicer hereunder.


(b)           In
case one or more of the following Events of Default by the Company shall occur and be continuing, that is to say:



(i)            Failure on the part of the Company duly to observe or
perform in any material respect any of the covenants or agreements on the part of the Company contained in the Certificates or in
this Agreement which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given to the Company by the Trustee, or to the Company and the Trustee by the Holders of
Certificates evidencing Percentage Interests aggregating not less than 25% of REMIC II; or



(ii)           A decree or order of a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a trustee in bankruptcy, conservator or receiver or liquidator
in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the
winding‐up or liquidation of its affairs, shall have been entered against the Company and such decree or order shall have
remained in force undischarged or unstayed for a period of 60 days; or



(iii)          The Company shall consent to the appointment of a trustee in
bankruptcy, conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings of or relating to the Company or of or relating to all or substantially all of its property;
or



(iv)          The Company shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute,
make an assignment for the benefit of creditors, or voluntarily suspend payment of its obligations;


then, and in each and every such case, so long as such Event of
Default shall not have been remedied, the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of
REMIC II, by notice in writing to the Company and the Trustee, may direct the Trustee in accordance with Section 10.03 to institute
an action, suit or proceeding in its own name as Trustee hereunder to enforce the Company's obligations hereunder.


(c)           In any
circumstances in which this Agreement states that Certificateholders owning Certificates evidencing a certain Percentage Interest
in REMIC II may take certain action, such action shall be taken by the Trustee, but only if the requisite percentage of
Certificateholders required under this Agreement for taking like action or giving like instruction to the Trustee under this
Agreement shall have so directed the Trustee in writing.



Section
7.02.         
Trustee to Act;
Appointment of Successor.


(a)           On and
after the date on which the Servicer receives a notice of termination pursuant to Section 7.01 or the Servicer resigns pursuant to
Section 6.04, the Trustee shall be the successor in all respects to the Servicer under this Agreement with respect to the Mortgage
Loans in the Mortgage Pool and with respect to the transactions set forth or provided for herein and shall have all the rights and
powers and be subject to all the responsibilities, duties and liabilities relating thereto arising on or after such date of
termination or resignation placed on the Servicer by the terms and provisions hereof and thereof, and shall have the same
limitations on liability herein granted to the Servicer; provided, that the Trustee shall not under any circumstances be
responsible for any representations and warranties or any Purchase Obligation of the Company or any liability incurred by the
Servicer prior to such date of termination or resignation and the Trustee shall not be obligated to make a Monthly P&I Advance
if it is prohibited by law from so doing. As compensation therefor, the Trustee shall be entitled to all funds relating to the
Mortgage Loans which the Servicer would have been entitled to retain or to withdraw from the Certificate Account if the Servicer
had continued to act hereunder, except for those amounts due to the Servicer as reimbursement for advances previously made or
amounts previously expended and are otherwise reimbursable hereunder. Notwithstanding the above, the Trustee may, if it shall be
unwilling to so act, or shall if it is unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any
established housing and home finance institution having a net worth of not less than $10,000,000 as the successor to the Servicer
hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending
any such appointment, the Trustee is obligated to act in such capacity. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such
successor shall agree; provided, however, that no such compensation shall, together with the compensation to the Trustee, be
in excess of that permitted the Servicer hereunder. The Trustee and such successor shall take such actions, consistent with this
Agreement, as shall be necessary to effectuate any such succession.


(b)           In
connection with any termination or resignation of the Servicer hereunder, in the event that any of the Mortgage Loans are MERS
Loans, either (i) the successor Servicer (including the Trustee if the Trustee is acting as successor Servicer) shall represent and
warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and
procedures of MERS in connection with the servicing of the MERS Loans, in which case the predecessor Servicer shall cooperate with
the successor Servicer in registering the transfer of servicing of the MERS Loans to the successor Servicer on the MERS® System
in accordance with MERS’ rules and procedures, or (ii) if the successor Servicer is not a member of MERS, the predecessor
Servicer shall cooperate with the successor Servicer in (A) de-registering the MERS Loans from the MERS® System and (B) causing
MERS to execute and deliver an assignment from MERS to the Trust of the Mortgage securing each MERS Loan in recordable form and in
the form otherwise provided under clause (X)(iii) of the definition of “Mortgage File” herein and to execute and
deliver such other notices, documents and other instruments as may be necessary or desirable to effect such de-registration and
assignment. The predecessor Servicer shall bear any and all fees of MERS and all fees and costs of preparing and recording any
assignments of Mortgages as required under this Section 7.02(b).



Section
7.03.         
Notification to
Certificateholders. Upon any such termination or appointment of a successor to the Servicer, the Trustee
shall give prompt written notice thereof to the Certificateholders at their respective addresses appearing in the Certificate
Register.



ARTICLE VIII



Concerning the Trustees 



Section
8.01.         
Duties of
Trustees.


(a)           The
Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default
has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person’s own affairs.


(b)           The
Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments
furnished to it which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to
determine whether they are in the form required by this Agreement; provided, however, that the Trustee shall not be
responsible for the accuracy or content of any such certificate, statement, opinion, report, or other order or instrument furnished
by the Company or Servicer to the Trustee pursuant to this Agreement.


(c)           No
provision of this Agreement shall be construed to relieve the Trustee or the Delaware Trustee from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct; provided, however, that:



(i)                  Prior to the occurrence of an Event of Default and after the curing of all such Events of Default which may have occurred, the
duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement,



(ii)                Neither
the Trustee nor the Delaware Trustee shall be liable except for the performance of such duties and obligations as are specifically
set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the
Delaware Trustee, and, in the absence of bad faith on the part of the Trustee or the Delaware Trustee, such trustee may
conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates
or opinions furnished to such trustee and conforming to the requirements of this Agreement; and



(iii)               Neither the
Trustee nor the Delaware Trustee shall be personally liable with respect to any action taken or omitted to be taken by it in good
faith in accordance with the direction of the Certificateholders holding Certificates which evidence Percentage Interests
aggregating not less than 25% of REMIC II relating to the time, method and place of conducting any proceeding for any remedy
available to such trustee, or relating to the exercise of any trust or power conferred upon such trustee under this
Agreement.


(d)           Within
ten Business Days after the occurrence of any Event of Default known to the Trustee, the Trustee shall transmit by mail to the
Rating Agencies notice of each Event of Default. Within 90 days after the occurrence of any Event of Default known to the Trustee,
the Trustee shall transmit by mail to all Certificateholders (with a copy to the Rating Agencies) notice of each Event of Default,
unless such Event of Default shall have been cured or waived; provided, however, the Trustee shall be protected in
withholding such notice if and so long as a Responsible Officer of the Trustee in good faith determines that the withholding of
such notice is in the best interests of the Certificateholders; and provided, further, that in the case of any Event of Default of
the character specified in Section 7.01(i) and Section 7.01(ii) no such notice to Certificateholders or to the Rating Agencies
shall be given until at least 30 days after the occurrence thereof.


(e)           The
immediately following sentence shall constitute the Trustee's notice required by the U.S.A. Patriot Act.  In order to comply
with its duties under the U.S.A. Patriot Act, the Trustee shall obtain and verify certain information and documentation from the
other parties to this Agreement including, but not limited to, each such party’s name, address and other identifying
information.



Section
8.02.         
Certain Matters
Affecting the Trustees. Except as otherwise provided in Section 8.01:



(i)            Each of the Trustee and the Delaware Trustee may
request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate,
certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or
parties;



(ii)           Each of the Trustee and the Delaware Trustee may consult
with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or
suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel;



(iii)          Neither the Trustee nor the Delaware Trustee shall be personally
liable for any action taken or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion
or rights or powers conferred upon it by this Agreement;



(iv)          Prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default which may have occurred, neither the Trustee nor the Delaware Trustee shall be bound to
make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Holders of
Certificates evidencing Percentage Interests aggregating not less than 25% of REMIC II; provided, however, that if the
payment within a reasonable time to the Trustee or the Delaware Trustee of the costs, expenses or liabilities likely to be incurred
by it in the making of such investigation is, in the opinion of such trustee, not reasonably assured to such trustee by the
security, if any, afforded to it by the terms of this Agreement, such trustee may require reasonable indemnity against such expense
or liability as a condition to proceeding;



(v)           Each of the Trustee and the Delaware Trustee may execute the
trust or any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys selected
by it with reasonable care or (as in the case of the Initial Custodian) designated by the Servicer;



(vi)          Neither the Trustee nor the Delaware Trustee shall be deemed to
have knowledge or notice of any matter, including without limitation an Event of Default, unless actually known by a Responsible
Officer, or unless written notice thereof referencing this Agreement or the Certificates is received at the Notice Address of such
trustee;



(vii)         In no event shall the Trustee or the Delaware Trustee be held liable
for acts or omissions of the Servicer (excepting the Trustee’s own actions as Servicer).  No provision of this Agreement
shall require the Trustee or the Delaware Trustee to expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder (except for the giving of required notices), or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing the repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it; and



(viii)        When the Trustee is acting as Servicer pursuant to Section 7.02, and to the
extent permitted under applicable law, the Trustee is hereby authorized, in making or disposing of any investment permitted
hereunder, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or its affiliate
is acting as an agent of the Trustee or of any third person or dealing as principal for its own account.



Section
8.03.         
Trustees Not Liable
for Certificates or Mortgage Loans.  The recitals contained herein (other than those relating to the
due organization, power and authority of the Trustee and the Delaware Trustee) and in the Certificates (other than the execution
of, and certificate of authentication on, the Certificates) shall be taken as the statements of the Company and neither the Trustee
nor the Delaware Trustee assumes any responsibility for their correctness. Neither the Trustee nor the Delaware Trustee makes any
representations as to the validity or sufficiency of this Agreement or of the Certificates or any Mortgage Loan. Neither the
Trustee nor the Delaware Trustee shall be accountable for the use or application by the Company of any of the Certificates or of
the proceeds of such Certificates, or for the use or application of any funds paid to the Servicer or the Company in respect of the
Mortgage Loans or deposited into the Custodial Accounts for P&I, any Buydown Fund Account, or the Custodial Accounts for
P&I or into the Investment Account, or the Certificate Account by the Servicer or the Company.



Section
8.04.         
Trustees May Own
Certificates.  The Trustee, the Delaware Trustee or any agent or affiliate of such trustee, in its
individual or any other capacity, may become the owner or pledgee of Certificates with the same rights it would have if it were not
trustee.



Section
8.05.         
The Servicer to Pay
Trustees’ Fees and Expenses.  Subject to separate written agreements with the Trustee and the
Delaware Trustee, the Servicer covenants and agrees to, and the Servicer shall, pay each of the Trustee and the Delaware Trustee
from time to time, and such trustee shall be entitled to payment, for all services rendered by it in the execution of the trust
hereby created and in the exercise and performance of any of the powers and duties hereunder of such trustee. Except as otherwise
expressly provided herein, the Servicer shall pay or reimburse each of the Trustee and the Delaware Trustee upon such
trustee’s request for all reasonable expenses and disbursements incurred or made by such trustee in accordance with any of
the provisions of this Agreement and indemnify such trustee from any loss, liability or expense incurred by it hereunder (including
the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ)
except any such expense or disbursement as may arise from its negligence or bad faith. Such obligation shall survive the
termination of this Agreement or resignation or removal of the Trustee or the Delaware Trustee. The Servicer shall, at its expense,
prepare or cause to be prepared all federal and state income tax and franchise tax and information returns relating to REMIC I or
REMIC II required to be prepared or filed by the Trustee or the Delaware Trustee and shall indemnify the Trustee and the Delaware
Trustee for any liability of such trustees arising from any error in such returns.



Section
8.06.         
Eligibility
Requirements for Trustees. The Trustee hereunder shall at all times be (i) an institution insured by the
FDIC, (ii) a Corporation organized and doing business under the laws of the United States of America or of any state, authorized
under such laws to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by federal or state authority and (iii) acceptable to the Rating Agencies. If such Corporation
publishes reports of condition at least annually, pursuant to law or to the requirements of any aforementioned supervising or
examining authority, then for the purposes of this Section 8.06, the combined capital and surplus of such Corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  The Delaware
Trustee hereunder shall at all times have its principal place of business in the State of Delaware and shall satisfy the applicable
requirements under the laws of the State of Delaware authorizing it to act as the Delaware trustee of the Trust.  In case at
any time the Trustee or the Delaware Trustee shall cease to be eligible in accordance with the provisions of this Section 8.06,
such trustee shall resign immediately in the manner and with the effect specified in Section 8.07.



Section
8.07.         
Resignation and
Removal of Trustees. Each of the Trustee and the Delaware Trustee may at any time resign and be
discharged from the trust hereby created by giving written notice thereof to the Servicer. Upon receiving such notice of
resignation, the Servicer shall promptly appoint a successor trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning trustee and one copy to the successor trustee. If no successor trustee shall have
been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning
trustee may petition any court of competent jurisdiction for the appointment of a successor trustee.


If at any time the Trustee or the Delaware Trustee shall cease to be
eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Servicer,
or if at any time the Trustee or the Delaware Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent,
or a receiver of such trustee or of its property shall be appointed, or any public officer shall take charge or control of such
trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer may remove
such trustee and appoint a successor trustee by written instrument, in duplicate, copies of which instrument shall be delivered to
the trustee so removed, the trustee continuing in its capacity and the successor trustee.


The Holders of Certificates evidencing Percentage Interests
aggregating more than 50% of REMIC II may at any time remove the Trustee or the Delaware Trustee and appoint a successor trustee by
written instrument or instruments, in triplicate, signed by such Holders or their attorneys in-fact duly authorized, one complete
set of which instruments shall be delivered to the Servicer, one complete set to the Trustee so removed and one complete set to the
successor so appointed.


Any resignation or removal of the Trustee or the Delaware Trustee and
appointment of a successor trustee pursuant to any of the provisions of this Section 8.07 shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 8.08. Any expenses associated with the resignation of the Trustee or
the Delaware Trustee shall be borne by such trustee, and any expenses associated with the removal of the Trustee or the Delaware
Trustee shall be borne by the Servicer.



Section
8.08.         
Successor
Trustee. Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and
deliver to the Servicer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with
like effect as if originally named as Trustee or Delaware Trustee herein. The predecessor shall deliver to the successor trustee
all Mortgage Files, related documents, statements and all other property held by it hereunder, and the Servicer and the predecessor
trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and
certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations.


No successor trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such appointment such successor trustee shall be eligible under the provisions of Section
8.06.


Upon acceptance of appointment by a successor trustee as provided in
this Section 8.08, the Servicer shall mail notice of the succession of such trustee hereunder to (i) all Certificateholders at
their addresses as shown in the Certificate Register and (ii) the Rating Agencies. If the Servicer fails to mail such notice within
ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be
mailed.



Section
8.09.         
Merger or
Consolidation of Trustee. Any Corporation into which the Trustee or the Delaware Trustee may be merged or
converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which
the Trustee or the Delaware Trustee shall be a party, or any Corporation succeeding to the corporate trust business of such
trustee, shall be the successor of such trustee hereunder, provided such resulting or successor Corporation shall be eligible under
the provisions of Section 8.06, without the execution or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding.



Section
8.10.         
Appointment of
Co-Trustee or Separate Trustee. Notwithstanding any other provisions hereof, at any time, for the purpose
of meeting any legal requirements of any jurisdiction in which any part of the assets of the Trust may at the time be located, the
Servicer and the Trustee or the Delaware Trustee, as applicable, acting jointly shall have the power and shall execute and deliver
all instruments to appoint one or more Persons approved by such trustee to act as co-trustee or co-trustees, jointly with such
trustee, or separate trustee or separate trustees, of all or any part of the assets of the Trust and to vest in such Person or
Persons, in such capacity, such title to the assets of the Trust, or any part thereof, and, subject to the other provisions of this
Section 8.10, such powers, duties, obligations, rights and trusts as the Servicer and the Trustee or the Delaware Trustee, as
applicable, may consider necessary or desirable; provided, that the Trustee or the Delaware Trustee, as applicable, shall remain
liable for all of its obligations and duties under this Agreement. If the Servicer shall not have joined in such appointment within
15 days after the receipt by it of a request so to do, or in case an Event of Default shall have occurred and be continuing, the
Trustee or the Delaware Trustee, as applicable, alone shall have the power to make such appointment; provided, that such
trustee shall remain liable for all of its obligations and duties under this Agreement. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Certificateholders of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof.


In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10, all rights, powers, duties and obligations conferred or imposed upon the Trustee or the Delaware
Trustee, as applicable, shall be conferred or imposed upon and exercised or performed by the Trustee or the Delaware Trustee, as
applicable, and such separate trustee or co-trustee jointly and severally, except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed by the Trustee or the Delaware Trustee, as applicable (whether
as Trustee or Delaware Trustee hereunder or as successor to the Servicer hereunder), such trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title
to the assets of the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate
trustee or co-trustee at the direction of the Trustee or the Delaware Trustee, as applicable.


Any notice, request or other writing given to the Trustee or the
Delaware Trustee shall be deemed to have been given to each of the then related separate trustee(s) and co-trustee(s), as
effectively as if given to each of them. Every instrument appointing any separate trustee(s) or co-trustee(s) shall refer to this
Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee
or the Delaware Trustee, as applicable, or separately, as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording
protection to, the Trustee or the Delaware Trustee, as applicable. Every such instrument shall be filed with the Trustee or the
Delaware Trustee, as applicable.


Any separate trustee or co-trustee may, at any time, constitute the
Trustee or the Delaware Trustee, as applicable, its agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies
and the trust shall vest in and be exercised by the Trustee or the Delaware Trustee, as applicable, to the extent permitted by law,
without the appointment of a new or successor trustee.



Section
8.11.         
Authenticating
Agents. The Trustee may appoint one or more Authenticating Agents which shall be authorized to act on
behalf of the Trustee in authenticating Certificates. Wherever reference is made in this Agreement to the authentication of
Certificates by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include
authentication on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the
Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Servicer and must be a corporation, trust
company or banking association organized and doing business under the laws of the United States of America or of any state, having
a principal office and place of business in New York, New York, having a combined capital and surplus of at least $15,000,000,
authorized under such laws to do a trust business and subject to supervision or examination by federal or state
authorities.


Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which
any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency business of any Authenticating
Agent, shall continue to be the Authenticating Agent so long as it shall be eligible in accordance with the provisions of the first
paragraph of this Section 8.11 without the execution or filing of any paper or any further act on the part of the Trustee or the
Authenticating Agent.


Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and the Servicer. The Trustee may, upon prior written approval of the Servicer, at any time
terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the
Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall
cease to be eligible in accordance with the provisions of the first paragraph of this Section 8.11, the Trustee may appoint, upon
prior written approval of the Servicer, a successor Authenticating Agent, shall give written notice of such appointment to the
Servicer and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of
its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor
hereunder, with like effect as if originally named as Authenticating Agent. Any reasonable compensation paid to an Authenticating
Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.



Section
8.12.         
Paying
Agents. The Trustee may appoint one or more Paying Agents which shall be authorized to act on behalf of
the Trustee in making withdrawals from the Certificate Account, and distributions to Certificateholders as provided in Section
4.01, Section 4.04(a) and Section 9.01(b) to the extent directed to do so by the Servicer. Wherever reference is made in this
Agreement to the withdrawal from the Certificate Account by the Trustee, such reference shall be deemed to include such a
withdrawal on behalf of the Trustee by a Paying Agent. Whenever reference is made in this Agreement to a distribution by the
Trustee or the furnishing of a statement to Certificateholders by the Trustee, such reference shall be deemed to include such a
distribution or furnishing on behalf of the Trustee by a Paying Agent. Each Paying Agent shall provide to the Trustee such
information concerning the Certificate Account as the Trustee shall request from time to time. Each Paying Agent must be reasonably
acceptable to the Servicer and must be a corporation, trust company or banking association organized and doing business under the
laws of the United States of America or of any state, having a principal office and place of business in New York, New York, having
a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to
supervision or examination by federal or state authorities.


Any corporation into which any Paying Agent may be merged or converted
or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Paying
Agent shall be a party, or any corporation succeeding to the corporate agency business of any Paying Agent, shall continue to be
the Paying Agent provided that such corporation after the consummation of such merger, conversion, consolidation or succession
meets the eligibility requirements of this Section 8.12.


Any Paying Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Servicer; provided, that the Paying Agent has returned to the Certificate Account or
otherwise accounted, to the reasonable satisfaction of the Servicer, for all amounts it has withdrawn from the Certificate Account.
The Trustee may, upon prior written approval of the Servicer, at any time terminate the agency of any Paying Agent by giving
written notice of termination to such Paying Agent and to the Servicer. Upon receiving a notice of resignation or upon such a
termination, or in case at any time any Paying Agent shall cease to be eligible in accordance with the provisions of the first
paragraph of this Section 8.12, the Trustee may appoint, upon prior written approval of the Servicer, a successor Paying Agent,
shall give written notice of such appointment to the Servicer and shall mail notice of such appointment to all Certificateholders.
Any successor Paying Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if originally named as Paying Agent. Any reasonable compensation
paid to any Paying Agent shall be a reimbursable expense pursuant to Section 8.05 if paid by the Trustee.



Section
8.13.         
Duties of Delaware
Trustee.


(a)           The
Delaware Trustee is appointed to serve as the trustee of the Trust in the State of Delaware for the sole purpose of satisfying the
requirement of Section 3807(a) of the Statutory Trust Statute that the Trust have at least one trustee with a principal place of
business in Delaware.  It is understood and agreed by the parties hereto that the Delaware Trustee shall have none of the
duties or liabilities of the Trustee.


(b)           The
duties of the Delaware Trustee shall be limited to (i) accepting legal process served on the Trust in the State of Delaware, (ii)
the execution of any certificates with respect to the Trust required to be filed with the Secretary of State which the Delaware
Trustee is required to execute under Section 3811 of the Statutory Trust Statute and (iii) such other duties as are set forth in
this Article VIII.  To the extent that, at law or in equity, the Delaware Trustee has duties (including fiduciary duties) and
liabilities relating thereto to the Trust or the Holders of the REMIC I Regular Interests or the
Certificates, it is hereby understood and agreed by the parties hereto that such duties and liabilities are replaced by the duties
and liabilities of the Delaware Trustee expressly set forth in this Agreement.



Section
8.14.         
Amendment to
Certificate of Trust.  If at any time required by Section 3810 of the Statutory Trust Statute, the
Trustee, the Delaware Trustee and any other trustee of the Trust shall cause an amendment to the Certificate of Trust to be filed
with the Secretary of State in accordance with the provisions of such Section 3810.



Section
8.15.         
Yield Maintenance
Agreement.  The Trust shall have the power and authority, and the Trustee (not in its individual
capacity, but solely as Trustee hereunder) is hereby authorized and directed, to (i) enter into and perform the obligations of the
Trust under the Yield Maintenance Agreement and (ii) exercise and enforce the rights of the Trust as specified therein.



ARTICLE IX



Termination 



Section
9.01.         
Termination Upon
Purchase by the Servicer or Liquidation of All Mortgage Loans.


(a)           Except
as otherwise set forth in this Article IX, including, without limitation, the obligation of the Servicer to make payments to
Certificateholders as hereafter set forth, the Trust and the respective obligations and responsibilities of the Company, the
Servicer, the Trustee and the Delaware Trustee created hereby shall terminate in accordance with Section 3808 of the Statutory
Trust Statute upon:



(i)            the purchase by the Servicer pursuant to the fourth
sentence of this Section 9.01(a) of all Mortgage Loans, all property acquired by the Trust in respect of any Mortgage Loan by
foreclosure, deed in lieu of foreclosure or otherwise, and all other property included in any REMIC formed under this Agreement at
a price equal to the sum, reduced by unreimbursed advances (other than advances made with respect to Mortgage Loans as to which the
Servicer expects at the time of such purchase, in its sole judgment, that foreclosure is not imminent), of



(x)            the excess of



(A)          100% of the aggregate Principal Balance of the Mortgage Loans
(other than Mortgage Loans in respect of which the related Mortgaged Property has been acquired by the Trust by foreclosure, deed
in lieu of foreclosure or otherwise) (after giving effect to the distribution of all other principal and the allocation of Realized
Losses to the Certificates on the date of such purchase), plus accrued interest at the applicable Pass-Through Rates with respect
to such Mortgage Loans through the last day of the month of such purchase, over



(B)           the amount of any Bankruptcy Losses incurred with respect to
such Mortgage Loans as of the date of such purchase to the extent that the Principal Balances of such Mortgage Loans have not been
previously reduced by such Bankruptcy Losses, and



(y)           without duplication,



(A)          the appraised fair market value as of the date of such purchase of
all property owned by the Trust which secured a Mortgage Loan and which has been acquired by the Trust by foreclosure, deed in lieu
of foreclosure or otherwise, including related Insurance Proceeds, and



(B)           the appraised fair market value as of the date of such
purchase of all other property included in any REMIC formed under this Agreement, any such appraisal pursuant to clause (A) or (B)
to be conducted by an appraiser mutually agreed upon by the Servicer and the Trustee, or



(ii)           the later of the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan owned by the Trust or the disposition of all property acquired upon
foreclosure in respect of any Mortgage Loan, and the payment to the Certificateholders of all amounts required to be paid to them
hereunder.


The Servicer shall not have any further right to reimbursement by the
Trust for any advance that is used to reduce the purchase price of the Mortgage Loans pursuant to the immediately preceding
sentence.


In no event shall the Trust continue beyond the expiration of 21 years
from the death of the survivor of the issue of Joseph P. Kennedy, the late ambassador of the United States to the Court of St.
James’, living on the date hereof.


On any Distribution Date after the first date on which the aggregate
Principal Balance of the Mortgage Loans is less than the Clean-Up Call Percentage of the aggregate Principal Balance of the
Mortgage Loans as of the Cut-Off Date, the Servicer may purchase the outstanding Mortgage Loans, all property acquired by the Trust
in respect of any Mortgage Loan and all other property included in any REMIC formed under this Agreement at the price stated in
clause (i) of the first sentence of this Section 9.01(a); provided, however, that the Servicer may not so
purchase such outstanding Mortgage Loans and property if the price stated in such clause (i) exceeds the fair market value,
determined in accordance with prudent industry practices, of such outstanding Mortgage Loans and
property. If such right is exercised, the Servicer shall provide to the Trustee and the Company the written certification of an
officer of the Servicer (which certification shall include a statement to the effect that all amounts required to be paid in order
to exercise such right have been deposited in the Certificate Account) and the Trustee on behalf of the Trust shall promptly
execute all instruments as may be necessary to release and assign to the Servicer the Mortgage Loans, all
property acquired by the Trust in respect of any Mortgage Loan and all other property included in any
REMIC formed under this Agreement.


In no event shall the Servicer be required to expend any amounts other
than those described in the first sentence of this Section 9.01(a) in order to terminate the Trust or purchase the Mortgage Loans
under this Section 9.01, and in no event shall the Company be required to expend any amounts in connection with such termination or
purchase.


(b)           In the
event that the Servicer elects to exercise its purchase option as provided in Section 9.01(a), the Servicer shall provide to the
Company, the Trustee and the Delaware Trustee notice thereof not less than 40 days prior to the date of the final distribution to
Certificateholders.  Notice of such purchase, specifying the date upon which the Certificateholders may surrender their
Certificates to the Trustee for payment and cancellation, shall be given promptly by letter from the Trustee to Certificateholders
mailed not less than 30 days prior to such final distribution, specifying (i) the date upon which final payment of the Certificates
will be made upon presentation and surrender of Certificates at the office of the Certificate Registrar therein designated (the
“Termination Date”), (ii) the amount of such final payment (the “Termination Payment”) and
(iii) that the Record Date otherwise applicable to the Distribution Date upon which the Termination Date occurs is not applicable,
payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Registrar therein
specified. Upon any such notice, the Certificate Account shall terminate subject to the Servicer’s obligation to hold all
amounts payable to Certificateholders in trust without interest pending such payment.


In the event that all of the Certificateholders shall not surrender
their Certificates for cancellation within six months after the Termination Date, the Servicer shall give a second written notice
to the remaining Certificateholders to surrender their Certificates for cancellation and receive the Termination Payment with
respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation,
the Servicer may take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates, and
the cost thereof shall be paid out of the funds and other assets which remain in trust hereunder.


Upon the completion of winding up of the Trust, including the payment
or the making reasonable provision for payment of all obligations of the Trust in accordance with Section 3808(e) of the Statutory
Trust Statute, the Delaware Trustee shall prepare, the Trustee, the Delaware Trustee and any other trustee hereunder shall sign,
and the Delaware Trustee (upon the direction of the Servicer) shall file, a certificate of cancellation with the Secretary of State
in accordance with Section 3810 of the Statutory Trust Statute, at which time the Trust and this Agreement shall terminate. 
The Servicer shall act as the liquidator of the Trust and shall be responsible for taking all actions in connection with winding up
the Trust, in accordance with the requirements of this Agreement (including this Section 9.01 and Section 9.02) and applicable
law.



Section
9.02.         
Additional
Termination Requirements.


(a)           In the
event the Servicer exercises its purchase option as provided in Section 9.01, REMIC I and REMIC II shall be terminated in
accordance with the following additional requirements, unless the Servicer, at its own expense, obtains for the Trustee an Opinion
of Counsel to the effect that the failure of REMIC I and REMIC II to comply with the requirements of this Section 9.02 will not (i)
result in the imposition of taxes on “prohibited transactions” of REMIC I and REMIC II as described in Section 860F of
the Code, or (ii) cause REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are
outstanding:



(i)                  Within 90 days prior to the final Distribution Date set forth in the notice given by the Trustee under Section 9.01, the Tax
Matters Person shall prepare the documentation required and the Tax Matters Person and the Trustee shall adopt a plan of complete
liquidation on behalf of REMIC I and REMIC II meeting the requirements of a qualified liquidation under Section 860F of the Code
and any regulations thereunder, as evidenced by an Opinion of Counsel obtained at the expense of the Servicer, on behalf of REMIC I
and REMIC II; and



(ii)                At or
after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Date, the Servicer on
behalf of the Trust shall sell all of the assets of REMIC I and REMIC II to the Servicer for cash in the amount specified in
Section 9.01.


(b)           By its
acceptance of any Residual Certificate, the Holder thereof hereby agrees to authorize the Tax Matters Person and the Trustee to
adopt such a plan of complete liquidation and to take such other action in connection therewith as may be reasonably
necessary.



Section
9.03.         
Trust
Irrevocable. Except as expressly provided herein, the trust created hereby is irrevocable.



ARTICLE X



Miscellaneous Provisions 



Section
10.01.     
Amendment.


(a)           This
Agreement may be amended from time to time by the Servicer, the Company and the Trustee, without the consent of any of the
Certificateholders:



(i)            to cure any ambiguity;



(ii)           to correct or supplement any provision herein which may be
defective or inconsistent with any other provisions herein;



(iii)          to comply with any requirements imposed by the Code or any
regulations thereunder;



(iv)          to correct the description of any property at any time included
in REMIC I or REMIC II, or to assure the conveyance to the Trust of any property included in REMIC I or REMIC II;



(v)           pursuant to Section 5.01(c)(v); and



(vi)          to add any provision to, or amend any provision in, this
Agreement, provided that such amendment or addition does not adversely affect in any material respect the interests of any
Certificateholder;


provided, however, that any such
amendment which modifies the rights or obligations of the Delaware Trustee hereunder shall require the consent of the Delaware
Trustee. No such amendment (other than one entered into pursuant to clause (iii) of the preceding sentence) shall change the powers
of the Servicer. Prior to entering into any amendment (other than one entered into pursuant to clause (iii) of the second preceding
sentence) without the consent of Certificateholders pursuant to this paragraph, the Trustee shall require an Opinion of Counsel
addressed to the Trust and the Trustee to the effect that such amendment is permitted under this Agreement and has no material
adverse effect on the interests of the Certificateholders; provided, however, that no such Opinion of Counsel shall
be required if the Company obtains a letter from each Rating Agency stating that the amendment would not result in the downgrading
or withdrawal of the respective ratings then assigned to the Certificates.  Prior to entering into any amendment pursuant to
clause (iii) of the third preceding sentence without the consent of Certificateholders pursuant to this paragraph, the Trustee
shall require an Opinion of Counsel to the effect that such action is necessary or helpful to comply with the requirements imposed
by the Code or any regulations thereunder and shall not cause any REMIC formed under this Agreement to fail to qualify as such
under the Code.


(b)           This
Agreement may also be amended from time to time by the Servicer, the Company and the Trustee with the consent of the Holders of
Certificates evidencing Percentage Interests aggregating not less than 66% of REMIC II for the purpose of adding any provisions to,
or changing in any manner or eliminating any of the provisions of, this Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall, without the consent of the Holder of each Certificate
affected thereby (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 any of the Certificates, (ii) reduce the percentage of Percentage Interests specified in this Section 10.01
which are required to amend this Agreement, (iii) create or permit the creation of any lien against any part of REMIC I or REMIC
II, or (iv) modify any provision in any way which would permit an earlier retirement of the Certificates; provided, further,
that any such amendment which modifies the rights or obligations of the Delaware Trustee hereunder shall require the consent of the
Delaware Trustee.


Promptly after the execution of any such amendment, the Trustee shall
furnish written notification of the substance of such amendment to the Delaware Trustee and each Certificateholder. Any failure to
provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such
amendment.


It shall not be necessary for the consent of Certificateholders under
this Section 10.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall
approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof
by Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe.



Section
10.02.     
Recordation of Agreement. To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices
for real property records in all the counties or the comparable jurisdictions in which any Mortgaged Property is situated, and in
any other appropriate public recording office or elsewhere, such recordation to be effected by the Company and at its expense only
if such recordation is reasonably necessary or required to effectuate the duties and powers of the Servicer provided to it under
this Agreement.



Section
10.03.     
Limitation on Rights of
Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take
any action or proceeding in any court for a partition or winding-up of the Trust, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.


No Certificateholder shall have any right to vote or in any manner
otherwise to control the operation and management of the Trust or the obligations of the parties hereto (except as provided in
Section 5.09, Section 7.01, Section 8.01, Section 8.02, Section 8.07, Section 10.01 and this Section 10.03), nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time
to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third person by
reason of any action taken by the parties to this Agreement pursuant to any provision hereof.


No Certificateholder shall have any right by virtue or by availing of
any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to
this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less
than 25% of REMIC II shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name
as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer
of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. However, the Trustee is under no
obligation to exercise any of the extraordinary trusts or powers vested in it by this Agreement or to make any investigation of
matters arising hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order
or direction of any of the Certificateholders unless such Certificateholders have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. It is understood and intended, and
expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect,
disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or
preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section
10.03, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in
equity.



Section
10.04.     
Access to List of
Certificateholders. The Certificate Registrar shall furnish or cause to be furnished to the Trustee,
within 30 days after receipt of a request by the Trustee in writing, a list, in such form as the Trustee may reasonably require, of
the names and addresses of the Certificateholders as of the most recent Record Date for payment of distributions to such
Certificateholders.


If three or more Certificateholders (hereinafter referred to as
“applicants”) apply in writing to the Trustee, and such application states that the applicants desire to
communicate with other Certificateholders with respect to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such applicants propose to transmit, then the Trustee shall, within five Business
Days after the receipt of such list from the Certificate Registrar, afford such applicants access during normal business hours to
the most recent list of Certificateholders held by the Trustee. If such a list is as of a date more than 90 days prior to the date
of receipt of such applicants’ request, the Trustee shall promptly request from the Certificate Registrar a current list as
provided above, and shall afford such applicants access to such list promptly upon receipt.


Every Certificateholder, by receiving and holding the same, agrees
with the Servicer, the Trust, the Trustee and the Delaware Trustee that none of the Servicer, the Trust, the Trustee or the
Delaware Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the
Certificateholders hereunder, regardless of the source from which such information was derived.



Section
10.05.     
Governing Law.
This Agreement shall be construed in accordance with the laws of the State of Delaware without giving effect to its conflict of law
provisions and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws
without giving effect to conflict of laws provisions.



Section
10.06.     
Notices. All
demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by registered or certified mail or overnight courier to the applicable Notice Address. Notices to the Rating
Agencies shall also be deemed to have been duly given if mailed by first class mail, postage prepaid, to the above listed addresses
of the Rating Agencies. Any notice required or permitted to be mailed to a Certificateholder shall be given by first class mail,
postage prepaid, at the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives
such notice.



Section
10.07.     
Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other
provisions of this Agreement or of the Certificates or the rights of the Holders thereof.



Section
10.08.     
Counterpart Signatures. For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this
Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an
original, and such counterparts shall constitute but one and the same instrument.



Section
10.09.     
Benefits of Agreement. Nothing in this Agreement or in any Certificate, expressed or implied, shall give to any Person, other than the parties
hereto and their respective successors hereunder, any separate trustee or co-trustee appointed under Section 8.10 and the
Certificateholders, any benefit or any legal or equitable right, remedy or claim under this Agreement.



Section
10.10.     
Notices and Copies to Rating
Agencies.


(a)           The
Trustee shall notify the Rating Agencies of the occurrence of any of the following events, in the manner provided in Section
10.06:



(i)            the occurrence of an Event of Default pursuant to
Section 7.01, subject to the provisions of Section 8.01(d); and



(ii)           the appointment of a successor Servicer pursuant to Section
7.02;


(b)           The
Servicer shall notify the Rating Agencies of the occurrence of any of the following events, or in the case of clauses (iii), (iv),
(vii) and (viii) promptly upon receiving notice thereof, in the manner provided in Section 10.06:


(i)            any amendment of this Agreement pursuant to Section
10.01;



(ii)           the appointment of a successor Trustee or successor
Delaware Trustee pursuant to Section 8.08;



(iii)          the filing of any claim under or the cancellation or
modification of any fidelity bond and errors and omissions coverage pursuant to Section 3.01 and Section 3.06 with respect to the
Servicer;



(iv)          any change in the location of the Certificate Account, any
Custodial Account for P&I or any Custodial Account for Reserves;



(v)           the purchase of any Mortgage Loan pursuant to a Purchase
Obligation or as permitted by this Agreement or the purchase of the outstanding Mortgage Loans pursuant to Section
9.01;



(vi)          the occurrence of the final Distribution Date or the termination
of the trust pursuant to Section 9.01(a)(ii);



(vii)         the failure of the Servicer to make a Monthly P&I Advance
following a determination on the Determination Date that the Servicer would make such advance pursuant to Section 4.02;
and



(viii)        the failure of the Servicer to make a determination on the Determination
Date regarding whether it would make a Monthly P&I Advance when a shortfall exists between (x) payments scheduled to be
received in respect of the Mortgage Loans and (y) the amounts actually deposited in the Certificate Account on account of such
payments, pursuant to Section 4.02.


The Servicer shall provide copies of the statements pursuant to
Section 4.02, Section 4.05, Section 3.12, Section 3.13 or Section 3.15 or any other statements or reports to the Rating Agencies in
such time and manner that such statements or determinations are required to be provided to Certificateholders. With respect to the
reports described in the second paragraph of Section 4.05, the Servicer shall provide such reports to the Rating Agencies in
respect of each Distribution Date, without regard to whether any Certificateholder or the Trustee or the Delaware Trustee has
requested such report for such Distribution Date.


 


IN WITNESS WHEREOF, the Company, the Servicer, the Trustee
and the Delaware Trustee have caused their names to be signed hereto by their respective officers, thereunto duly authorized, all
as of the day and year first above written.


 





WASHINGTON MUTUAL MORTGAGE SECURITIES
CORP.







By:    /s/ Thomas G. Lehman

Name: Thomas G. Lehman

Title: President


 






WASHINGTON MUTUAL BANK







By:    /s/ Barbara Loper

Name: Barbara Loper

Title: Vice President





 



DEUTSCHE BANK NATIONAL TRUST COMPANY,

as Trustee







By:    /s/ Jennifer Hermansader

Name: Jennifer Hermansader 

Title: Associate




By:    /s/ Eiko Akiyama

Name:  Eiko Akiyama

Title: Associate



DEUTSCHE BANK TRUST COMPANY DELAWARE,

as Delaware Trustee







By:    /s/ Elizabeth B. Ferry

Name:  Elizabeth B. Ferry

Title:  Assistant Vice President






 [Signature page to
Pooling and Servicing Agreement for WaMu Series 2005-AR9]



 






Appendix 1:  Definition of Class LT Principal Reduction Amounts



 


Copies of Appendix 1 (which has been intentionally omitted from this
filing)  may be obtained from Washington Mutual Mortgage Securities Corp. or Deutsche Bank National Trust Company by
contacting:


 


	

 

	
      in the case of Washington Mutual
Mortgage Securities Corp.,





 


	

 

	
        Laura Kelsey

         Master Servicing Department

         Washington Mutual Mortgage Securities Corp.

         75 N. Fairway Drive,VHF2A01

         Vernon Hills, IL 60061

         Telephone:  (847) 393-5198

         Facsimile:     (847) 549-2997





 


	

 

	
      in the case of Deutsche Bank
National Trust Company,





 


	

 

	
        Alan Sueda

         Trust Administrator

         Deutsche Bank National Trust Company

         1761 E. St. Andrew Place

         Santa Ana, CA 92705

         Telephone:  (714) 247-6315

         Facsimile:    (714) 247-6329





 


 





	
 

	
Exhibit A


	
 

	
CUSIP 92922F U4 8





 



	
WaMu MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class A-1A







 


Evidencing a beneficial interest in a pool of assets consisting of
beneficial interests in another pool of assets consisting of, among other things, conventional one- to four-family mortgage loans
formed by


	
WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.





 


This Certificate is issued by WaMu Mortgage Pass-Through Certificates
Series 2005-AR9 Trust. This Certificate represents ownership of a “regular interest” in a “real estate mortgage
investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of
1986, as amended, together with certain rights specified in the Pooling Agreement. The issue date of this Certificate is July 21,
2005.


Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation (“DTC”), to the Company or its agent for registration of transfer,
exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


 


	
Series 2005-AR9

	
Portion of the Class A-1A Principal Balance as of the Cut-Off Date
Evidenced by this Certificate:

	
$__________


	
 

	
 

	
 


	
 

	
 

	
 


	
Class A-1A Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
July 1, 2005

	
 


	
First Distribution Date:

	
August 25, 2005

	
 


	
Last Scheduled Distribution Date:

	
July 25, 2045

	
 


	
Class A-1A Principal Balance as of the Cut-Off Date:

	
$717,304,000.00

	
 





 


 



	
Cede & Co.


	
Registered Owner


Certificate No. __







 






	
 

	
Exhibit A


	
 

	
CUSIP 92922F U5 5







 



	
WaMu MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class A-1B







 


Evidencing a beneficial interest in a pool of assets consisting of
beneficial interests in another pool of assets consisting of, among other things, conventional one- to four-family mortgage loans
formed by



	
WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.







 


This Certificate is issued by WaMu Mortgage Pass-Through Certificates
Series 2005-AR9 Trust. This Certificate represents ownership of a “regular interest” in a “real estate mortgage
investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of
1986, as amended, together with certain rights specified in the Pooling Agreement. The issue date of this Certificate is July 21,
2005.


Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation (“DTC”), to the Company or its agent for registration of transfer,
exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


The Class A-1B Certificates will provide credit support to certain Classes
of Certificates, as described in the Pooling Agreement.


 


	
Series 2005-AR9

	
Portion of the Class A-1B Principal Balance as of the Cut-Off Date
Evidenced by this Certificate:

	
$298,877,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class A-1B Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
July 1, 2005

	
 


	
First Distribution Date:

	
August 25, 2005

	
 


	
Last Scheduled Distribution Date:

	
July 25, 2045

	
 


	
Class A-1B Principal Balance as of the Cut-Off Date:

	
$298,877,000.00

	
 





 


 



	

Cede & Co.


	

Registered Owner










 



	
 

	
Exhibit A


	
 

	
CUSIP 92922F U6 3







 



	
WaMu MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class A-1C1







 


Evidencing a beneficial interest in a pool of assets consisting of
beneficial interests in another pool of assets consisting of, among other things, conventional one- to four-family mortgage loans
formed by



	
WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.







 


This Certificate is issued by WaMu Mortgage Pass-Through Certificates
Series 2005-AR9 Trust. This Certificate represents ownership of a “regular interest” in a “real estate mortgage
investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of
1986, as amended, together with certain rights specified in the Pooling Agreement. The issue date of this Certificate is July 21,
2005.


Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation (“DTC”), to the Company or its agent for registration of transfer,
exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


The Class A-1C1 Certificates will provide credit support to certain
Classes of Certificates, as described in the Pooling Agreement.


 


	
Series 2005-AR9

	
Portion of the Class A-1C1 Principal Balance as of the Cut-Off Date
Evidenced by this Certificate:

	
$76,456,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class A-1C1 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
July 1, 2005

	
 


	
First Distribution Date:

	
August 25, 2005

	
 


	
Last Scheduled Distribution Date:

	
July 25, 2045

	
 


	
Class A-1C1 Principal Balance as of the Cut-Off Date:

	
$76,456,000.00

	
 





 


 



	
Cede & Co.


	
Registered Owner


 










 



	
 

	
Exhibit A


	
 

	
CUSIP 92922F U7 1







 



	
WaMu MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class A-1C2







 


Evidencing a beneficial interest in a pool of assets consisting of
beneficial interests in another pool of assets consisting of, among other things, conventional one- to four-family mortgage loans
formed by



	
WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.







 


This Certificate is issued by WaMu Mortgage Pass-Through Certificates
Series 2005-AR9 Trust. This Certificate represents ownership of a “regular interest” in a “real estate mortgage
investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of
1986, as amended, together with certain rights specified in the Pooling Agreement. The issue date of this Certificate is July 21,
2005.


Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation (“DTC”), to the Company or its agent for registration of transfer,
exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


The Class A-1C2 Certificates will provide credit support to certain
Classes of Certificates, as described in the Pooling Agreement.


 


	
Series 2005-AR9

	
Portion of the Class A-1C2 Principal Balance as of the Cut-Off Date
Evidenced by this Certificate:

	
$48,625,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class A-1C2 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
July 1, 2005

	
 


	
First Distribution Date:

	
August 25, 2005

	
 


	
Last Scheduled Distribution Date:

	
July 25, 2045

	
 


	
Class A-1C2 Principal Balance as of the Cut-Off Date:

	
$48,625,000.00

	
 





 


 



	
Cede & Co.


	
Registered Owner










 



	
 

	
Exhibit A


	
 

	
CUSIP 92922F U8 9







 



	
WaMu MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class A-1C3







 


Evidencing a beneficial interest in a pool of assets consisting of
beneficial interests in another pool of assets consisting of, among other things, conventional one- to four-family mortgage loans
formed by



	
WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.







 


This Certificate is issued by WaMu Mortgage Pass-Through Certificates
Series 2005-AR9 Trust. This Certificate represents ownership of a “regular interest” in a “real estate mortgage
investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of
1986, as amended, together with certain rights specified in the Pooling Agreement. The issue date of this Certificate is July 21,
2005.


Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation (“DTC”), to the Company or its agent for registration of transfer,
exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


The Class A-1C3 Certificates will provide credit support to certain
Classes of Certificates, as described in the Pooling Agreement.


 


	
Series 2005-AR9

	
Portion of the Class A-1C3 Principal Balance as of the Cut-Off Date
Evidenced by this Certificate:

	
$54,246,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class A-1C3 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
July 1, 2005

	
 


	
First Distribution Date:

	
August 25, 2005

	
 


	
Last Scheduled Distribution Date:

	
July 25, 2045

	
 


	
Class A-1C3 Principal Balance as of the Cut-Off Date:

	
$54,246,000.00

	
 





 


 



	
Cede & Co.


	
Registered Owner






 




	
 

	
Exhibit A


	
 

	
CUSIP 92922F U9 7







 



	
WaMu MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class A-2A







 


Evidencing a beneficial interest in a pool of assets consisting of
beneficial interests in another pool of assets consisting of, among other things, conventional one- to four-family mortgage loans
formed by



	
WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.







 


This Certificate is issued by WaMu Mortgage Pass-Through Certificates
Series 2005-AR9 Trust. This Certificate represents ownership of a “regular interest” in a “real estate mortgage
investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of
1986, as amended. The issue date of this Certificate is July 21, 2005.


Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation (“DTC”), to the Company or its agent for registration of transfer,
exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


 


	
Series 2005-AR9

	
Portion of the Class A-2A Principal Balance as of the Cut-Off Date
Evidenced by this Certificate:

	
$200,000,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class A-2A Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
July 1, 2005

	
 


	
First Distribution Date:

	
August 25, 2005

	
 


	
Last Scheduled Distribution Date:

	
July 25, 2045

	
 


	
Class A-2A Principal Balance as of the Cut-Off Date:

	
$200,000,000.00

	
 





 


 



	
Cede & Co.


	
Registered Owner










 



	
 

	
Exhibit A


	
 

	
CUSIP 92922F V2 1







 



	
WaMu MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class X







 


Evidencing a beneficial interest in a pool of assets consisting of
beneficial interests in another pool of assets consisting of, among other things, conventional one- to four-family mortgage loans
formed by



	
WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.







 


This Certificate is issued by WaMu Mortgage Pass-Through Certificates
Series 2005-AR9 Trust. This Certificate represents ownership of a “regular interest” in a “real estate mortgage
investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of
1986, as amended, together with certain obligations specified in the Pooling Agreement. The issue date of this Certificate is July
21, 2005.


Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation (“DTC”), to the Company or its agent for registration of transfer,
exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


 


	
Series 2005-AR9

	
Portion of the Class X Notional Amount as of the Cut-Off Date Evidenced
by this Certificate:

	
$1,505,402,999.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class X Certificate Interest Rate:

	
Variable, applied to the Class X Notional Amount

	
 


	
Cut-Off Date:

	
July 1, 2005

	
 


	
First Distribution Date:

	
August 25, 2005

	
 


	
Last Scheduled Distribution Date:

	
July 25, 2045

	
 


	
Class X Notional Amount as of the Cut-Off Date:

	
$1,505,402,999.00

	
 





 


 



	
Cede & Co.


	
Registered Owner










 



	
 

	
Exhibit A


	
 

	
CUSIP 92922F V3 9







 



	
WaMu MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class B-1







 


Evidencing a beneficial interest in a pool of
assets consisting of beneficial interests in another pool of assets consisting of, among other things, conventional one- to
four-family mortgage loans formed by



	
WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.







 


This Certificate is issued by WaMu Mortgage Pass-Through Certificates
Series 2005-AR9 Trust. This Certificate represents ownership of a “regular interest” in a “real estate mortgage
investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of
1986, as amended (the “Code”), together with certain rights specified in the Pooling Agreement. The issue date of this
Certificate is July 21, 2005.


Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation (“DTC”), to the Company or its agent for registration of transfer,
exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


NO TRANSFER OF THIS CLASS B-1 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE
HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(g) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE
TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE 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 THE POOLING
AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE
COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF
THIS CLASS B-1 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR
SO LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A
BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL
APPLY:



1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED
TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF
THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR
INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN
INVESTOR”), (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF FUNDS TO BE USED BY IT TO ACQUIRE OR HOLD THIS
CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION
CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH
ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”) OR (C) THIS CERTIFICATE WAS RATED
“BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE RATING AGENCIES AT THE TIME OF SUCH TRANSFEREE’S
ACQUISITION OF THIS CERTIFICATE (OR INTEREST HEREIN); AND



2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS
ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS
NOT A PLAN INVESTOR, (II) IS A COMPLYING INSURANCE COMPANY OR (III) ACQUIRED THIS CERTIFICATE AT A TIME WHEN THIS CERTIFICATE WAS
RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE RATING AGENCIES SHALL BE RESTORED, TO THE EXTENT
PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS
CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR
MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(g) OF THE POOLING AGREEMENT SHALL
INDEMNIFY AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND THE UNDERWRITERS FROM AND
AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR
HOLDING.


The Class B-1 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
Series 2005-AR9

	
Portion of the Class B-1 Principal Balance as of the Cut-Off Date
Evidenced by this Certificate:

	
$37,636,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class B-1 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
July 1, 2005

	
 


	
First Distribution Date:

	
August 25, 2005

	
 


	
Last Scheduled Distribution Date:

	
July 25, 2045

	
 


	
Class B-1 Principal Balance as of the Cut-Off Date:

	
$37,636,000.00

	
 





 


 



	
Cede & Co.


	
Registered Owner










 



	
 

	
Exhibit A


	
 

	
CUSIP 92922F V4 7







 



	
WaMu MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class B-2







 


Evidencing a beneficial interest in a pool of
assets consisting of beneficial interests in another pool of assets consisting of, among other things, conventional one- to
four-family mortgage loans formed by



	
WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.







 


This Certificate is issued by WaMu Mortgage Pass-Through Certificates
Series 2005-AR9 Trust. This Certificate represents ownership of a “regular interest” in a “real estate mortgage
investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of
1986, as amended (the “Code”), together with certain rights specified in the Pooling Agreement. The issue date of this
Certificate is July 21, 2005.


Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation (“DTC”), to the Company or its agent for registration of transfer,
exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


NO TRANSFER OF THIS CLASS B-2 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE
HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(g) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE
TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE 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 THE POOLING
AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE
COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF
THIS CLASS B-2 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR
SO LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A
BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL
APPLY:



1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED
TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF
THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR
INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN
INVESTOR”), (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF FUNDS TO BE USED BY IT TO ACQUIRE OR HOLD THIS
CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION
CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH
ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”) OR (C) THIS CERTIFICATE WAS RATED
“BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE RATING AGENCIES AT THE TIME OF SUCH TRANSFEREE’S
ACQUISITION OF THIS CERTIFICATE (OR INTEREST HEREIN); AND



2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS
ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS
NOT A PLAN INVESTOR, (II) IS A COMPLYING INSURANCE COMPANY OR (III) ACQUIRED THIS CERTIFICATE AT A TIME WHEN THIS CERTIFICATE WAS
RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE RATING AGENCIES SHALL BE RESTORED, TO THE EXTENT
PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS
CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR
MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(g) OF THE POOLING AGREEMENT SHALL
INDEMNIFY AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND THE UNDERWRITERS FROM AND
AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR
HOLDING.


The Class B-2 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
Series 2005-AR9

	
Portion of the Class B-2 Principal Balance as of the Cut-Off Date
Evidenced by this Certificate:

	
$24,839,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class B-2 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
July 1, 2005

	
 


	
First Distribution Date:

	
August 25, 2005

	
 


	
Last Scheduled Distribution Date:

	
July 25, 2045

	
 


	
Class B-2 Principal Balance as of the Cut-Off Date:

	
$24,839,000.00

	
 





 


 



	
Cede & Co.


	
Registered Owner










 



	
 

	
Exhibit A


	
 

	
CUSIP  92922F V5 4







 



	
WaMu MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class B-3







 


Evidencing a beneficial interest in a pool of
assets consisting of beneficial interests in another pool of assets consisting of, among other things, conventional one- to
four-family mortgage loans formed by



	
WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.







 


This Certificate is issued by WaMu Mortgage Pass-Through Certificates
Series 2005-AR9 Trust. This Certificate represents ownership of a “regular interest” in a “real estate mortgage
investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of
1986, as amended (the “Code”), together with certain rights specified in the Pooling Agreement. The issue date of this
Certificate is July 21, 2005.


Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation (“DTC”), to the Company or its agent for registration of transfer,
exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


NO TRANSFER OF THIS CLASS B-3 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE
HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(g) OF THE POOLING AGREEMENT AND (II) IF SO
INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE
TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE 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 THE POOLING
AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE
COMPANY.


NOTWITHSTANDING THE FOREGOING PARAGRAPH, WITH RESPECT TO THE TRANSFER OF
THIS CLASS B-3 CERTIFICATE TO DTC OR ANY OTHER CLEARING AGENCY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR
SO LONG AS THIS CERTIFICATE IS HELD BY DTC OR ANY OTHER CLEARING AGENCY, (I) AN OFFICER’S CERTIFICATE (AND, IF APPLICABLE, A
BENEFIT PLAN OPINION), AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL NOT BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL
APPLY:



1.             ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED
TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN), THAT EITHER (A) SUCH
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF
THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR
INDIRECTLY, ON BEHALF OF OR PURCHASING THIS CERTIFICATE WITH “PLAN ASSETS” OF ANY SUCH PLAN (A “PLAN
INVESTOR”), (B) SUCH TRANSFEREE IS AN INSURANCE COMPANY, THE SOURCE OF FUNDS TO BE USED BY IT TO ACQUIRE OR HOLD THIS
CERTIFICATE IS AN “INSURANCE COMPANY GENERAL ACCOUNT” (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION
CLASS EXEMPTION (“PTCE”) 95-60), AND THE CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH
ENTITY THAT SATISFIES THIS CLAUSE (B), A “COMPLYING INSURANCE COMPANY”) OR (C) THIS CERTIFICATE WAS RATED
“BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE RATING AGENCIES AT THE TIME OF SUCH TRANSFEREE’S
ACQUISITION OF THIS CERTIFICATE (OR INTEREST HEREIN); AND



2.             IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS
ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS
NOT A PLAN INVESTOR, (II) IS A COMPLYING INSURANCE COMPANY OR (III) ACQUIRED THIS CERTIFICATE AT A TIME WHEN THIS CERTIFICATE WAS
RATED “BBB-” OR BETTER (OR ITS EQUIVALENT) BY AT LEAST ONE OF THE RATING AGENCIES SHALL BE RESTORED, TO THE EXTENT
PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS BENEFICIAL HOLDER THEREOF RETROACTIVE TO THE DATE OF TRANSFER OF THIS
CERTIFICATE BY SUCH PRECEDING TRANSFEREE.  NEITHER THE TRUST NOR THE TRUSTEE SHALL BE UNDER ANY LIABILITY TO ANY PERSON FOR
MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.


ANY PURPORTED BENEFICIAL HOLDER WHOSE ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.01(g) OF THE POOLING AGREEMENT SHALL
INDEMNIFY AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER, THE TRUST AND THE UNDERWRITERS FROM AND
AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR
HOLDING.


The Class B-3 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
Series 2005-AR9

	
Portion of the Class B-3 Principal Balance as of the Cut-Off Date
Evidenced by this Certificate:

	
$15,807,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class B-3 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
July 1, 2005

	
 


	
First Distribution Date:

	
August 25, 2005

	
 


	
Last Scheduled Distribution Date:

	
July 25, 2045

	
 


	
Class B-3 Principal Balance as of the Cut-Off Date:

	
$15,807,000.00

	
 





 


 



	
Cede & Co.


	
Registered Owner










 



	
 

	
Exhibit A


	
 

	
CUSIP  92922F V7 0







 



	
WaMu MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class B-4







 


Evidencing a beneficial interest in a pool of
assets consisting of beneficial interests in another pool of assets consisting of, among other things, conventional one- to
four-family mortgage loans formed by



	
WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.







 


This Certificate is issued by WaMu Mortgage Pass-Through Certificates
Series 2005-AR9 Trust. This Certificate represents ownership of a “regular interest” in a “real estate mortgage
investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of
1986, as amended (the “Code”), together with certain rights specified in the Pooling Agreement. The issue date of this
Certificate is July 21, 2005.


NO TRANSFER OF THIS CLASS B-4
CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION
5.01(d) OF THE POOLING AGREEMENT AND (II) IF SO INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO
AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS
CERTIFICATE ARE 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 THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST,
THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933 AND EXCEPT IN ACCORDANCE WITH SECTION 5.01(e) OF THE POOLING AGREEMENT.


The Class B-4 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
Series 2005-AR9

	
Portion of the Class B-4 Principal Balance as of the Cut-Off Date
Evidenced by this Certificate:

	
$14,301,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class B-4 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
July 1, 2005

	
 


	
First Distribution Date:

	
August 25, 2005

	
 


	
Last Scheduled Distribution Date:

	
July 25, 2045

	
 


	
Class B-4 Principal Balance as of the Cut-Off Date:

	
$14,301,000.00

	
 





 


 



	

___________________________


	
Registered Owner










 



	
 

	
Exhibit A


	
 

	
CUSIP 92922F V8 8







 



	
WaMu MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class B-5







 


Evidencing a beneficial interest in a pool of
assets consisting of beneficial interests in another pool of assets consisting of, among other things, conventional one- to
four-family mortgage loans formed by



	
WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.







 


This Certificate is issued by WaMu Mortgage Pass-Through Certificates
Series 2005-AR9 Trust. This Certificate represents ownership of a “regular interest” in a “real estate mortgage
investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of
1986, as amended (the “Code”), together with certain rights specified in the Pooling Agreement. The issue date of this
Certificate is July 21, 2005.


NO TRANSFER OF THIS CLASS B-5
CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION
5.01(d) OF THE POOLING AGREEMENT AND (II) IF SO INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO
AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS
CERTIFICATE ARE 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 THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST,
THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933 AND EXCEPT IN ACCORDANCE WITH SECTION 5.01(e) OF THE POOLING AGREEMENT.


The Class B-5 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
Series 2005-AR9

	
Portion of the Class B-5 Principal Balance as of the Cut-Off Date
Evidenced by this Certificate:

	
$10,538,000.00


	
 

	
 

	
 


	
 

	
 

	
 


	
Class B-5 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
July 1, 2005

	
 


	
First Distribution Date:

	
August 25, 2005

	
 


	
Last Scheduled Distribution Date:

	
July 25, 2045

	
 


	
Class B-5 Principal Balance as of the Cut-Off Date:

	
$10,538,000.00

	
 





 


 



	
______________________________


	
Registered Owner










 



	
 

	
Exhibit A


	
 

	
CUSIP 92922F V9 6







 



	
WaMu MORTGAGE PASS-THROUGH CERTIFICATE


	
Class B-6







 


Evidencing a beneficial interest in a pool of
assets consisting of beneficial interests in another pool of assets consisting of, among other things, conventional one- to
four-family mortgage loans formed by



	
WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.







 


This Certificate is issued by WaMu Mortgage Pass-Through Certificates
Series 2005-AR9 Trust. This Certificate represents ownership of a “regular interest” in a “real estate mortgage
investment conduit,” as those terms are defined in Sections 860G and 860D, respectively, of the Internal Revenue Code of
1986, as amended (the “Code”), together with certain rights specified in the Pooling Agreement. The issue date of this
Certificate is July 21, 2005.


NO TRANSFER OF THIS CLASS B-6
CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION
5.01(d) OF THE POOLING AGREEMENT AND (II) IF SO INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO
AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS
CERTIFICATE ARE 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 THE POOLING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST,
THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933 AND EXCEPT IN ACCORDANCE WITH SECTION 5.01(e) OF THE POOLING AGREEMENT.


The Class B-6 Certificates will be subordinate in right of payment to and
provide credit support to certain Classes of Certificates, as described in the Pooling Agreement.


 


	
Series 2005-AR9

	
Portion of the Class B-6 Principal Balance as of the Cut-Off Date
Evidenced by this Certificate:

	
$6,773,899.34


	
 

	
 

	
 


	
 

	
 

	
 


	
Class B-6 Certificate Interest Rate:

	
Variable

	
 


	
Cut-Off Date:

	
July 1, 2005

	
 


	
First Distribution Date:

	
August 25, 2005

	
 


	
Last Scheduled Distribution Date:

	
July 25, 2045

	
 


	
Class B-6 Principal Balance as of the Cut-Off Date:

	
$6,773,899.34

	
 





 


 



	
______________________________


	
Registered Owner







 










	
 

	
Exhibit B


	
 

	
CUSIP 92922F V6 2







 



	
WaMu MORTGAGE PASS-THROUGH CERTIFICATE


	
 


	
Class R







 


Evidencing a Percentage Interest in certain distributions with respect to
a pool of conventional one- to four-family mortgage loans formed by



	
WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.







 


ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE COMPANY AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT EITHER
(A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE
CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY
SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE
FOREGOING CLAUSES (A), (B), OR (C) BEING HEREINAFTER REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR (D) AN AGENT OF
A DISQUALIFIED ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFER TO IMPEDE THE ASSESSMENT OR COLLECTION OF
TAX. SUCH AFFIDAVIT SHALL INCLUDE CERTAIN REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING
THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT
LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF A CLASS R CERTIFICATE BY ACCEPTANCE OF THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.


IN THE CASE OF ANY CLASS R CERTIFICATE PRESENTED FOR REGISTRATION IN THE
NAME OF ANY PERSON, THE TRUSTEE SHALL REQUIRE (I) AN OFFICER’S CERTIFICATE IN THE FORM DESCRIBED IN SECTION 5.01(d) OF THE
POOLING AGREEMENT AND (II) IF SO INDICATED IN SUCH OFFICER’S CERTIFICATE, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND
SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE COMPANY TO THE EFFECT THAT THE PURCHASE AND HOLDING OF A CLASS R CERTIFICATE ARE
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“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 THE POOLING AGREEMENT, WHICH
OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE DELAWARE TRUSTEE, THE SERVICER OR THE COMPANY.


This Certificate is issued by WaMu Mortgage Pass-Through Certificates
Series 2005-AR9 Trust. Solely for U.S. federal income tax purposes, this Certificate represents “residual interests” in
“real estate mortgage investment conduits,” as those terms are defined in Sections 860G and 860D, respectively, of the
Internal Revenue Code of 1986, as amended.


 


	
Series 2005-AR9

	
Percentage Interest evidenced by this Class R Certificate in the
distributions to be made with respect to the Class R Certificates:

	
__________%


	
 

	
 

	
 


	
Class R Certificate Interest Rate:

	
4.561%.  Additionally the Class R Certificates are entitled to
Excess Liquidation Proceeds and the Residual Distribution Amount as defined in the Pooling Agreement.

	
 


	
Cut-Off Date:

	
July 1, 2005

	
 


	
First Distribution Date:

	
August 25, 2005

	
 


	
Last Scheduled Distribution Date:

	
July 25, 2045

	
 


	
Class R Principal Balance as of the Cut-Off Date:

	
$100.00

	
 





 



	
______________________________


	
Registered Owner


	
Certificate No. ______







 


This Certificate does not represent an obligation of or interest in
Washington Mutual Mortgage Securities Corp. or any of its affiliates. Neither this Certificate nor the underlying Mortgage Loans
are guaranteed by any agency or instrumentality of the United States.


This certifies that the above-named Registered Owner is the registered
owner of certain interests in (i) a pool of assets (“REMIC I”) consisting of, among other things, conventional one- to
four-family mortgage loans (the “Mortgage Loans”), formed by Washington Mutual Mortgage Securities Corp. (the
“Company”), which term includes any successor entity under the Pooling Agreement referred to below and (ii) a pool of
assets (“REMIC II”) consisting of interests in REMIC I. REMIC I and REMIC II were created pursuant to a Pooling and
Servicing Agreement, dated as of the Cut-Off Date stated above (the “Pooling Agreement”), among the Company, the
Servicer, Deutsche Bank National Trust Company, as Trustee (the “Trustee”), and Deutsche Bank Trust Company Delaware,
as Delaware Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the Pooling Agreement. Nothing herein shall be deemed
inconsistent with such meanings, and in the event of any conflict between the Pooling Agreement and the terms of this Certificate,
the Pooling Agreement shall control. This Certificate is issued under and is subject to the terms, provisions and conditions of the
Pooling Agreement, to which Pooling Agreement the Holder of this Certificate, by virtue of the acceptance hereof, assents and by
which such Holder is bound.


Distributions will be made, pursuant to the Pooling Agreement, on the
25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the “Distribution
Date”), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered
at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such
last day) of the month immediately preceding the month of such distribution (the “Record Date”), to the extent of such
Certificateholder's Percentage Interest represented by this Certificate in the portions (if any) then distributable on the
Certificates of this Class of (i) the REMIC I Available Distribution Amount for such Distribution Date, as specified in Section
4.01 of the Pooling Agreement and (ii) the REMIC II Available Distribution Amount for such Distribution Date, as specified in
Section 4.04 of the Pooling Agreement.


Distributions on this Certificate will be made by the Trustee by wire
transfer or check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this Certificate to the Certificate Registrar.


Reference is hereby made to the further provisions of this Certificate
set forth below, which further provisions shall for all purposes have the same effect as if set forth at this place.


Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling Agreement or
be valid for any purpose.





 

IN WITNESS WHEREOF, the Trust has caused this Certificate to
be duly executed.


	
 

	
WaMu MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-AR9
TRUST


 


	
 

	
By:

	
DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


 


	
 

	
 

	
 


 


By:  _____________________________________





 


 


 



	
(TRUSTEE'S CERTIFICATE OF AUTHENTICATION)







 


 


This is one of the Certificates referred to in the within-mentioned
Pooling Agreement.


DEUTSCHE BANK NATIONAL TRUST COMPANY,


as Trustee


 


 


 


By: ___________________________________


 


Dated: _________________________________


 





 



	
WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.


	
 


	
WaMu MORTGAGE PASS-THROUGH CERTIFICATE







 


 


This Certificate is one of a duly authorized issue of Certificates
designated as WaMu Mortgage Pass-Through Certificates of the Series and Class specified hereon (herein called the
“Certificates”) and representing certain interests in REMIC I and REMIC II.


The Certificates do not represent an obligation of, or an interest in,
the Company or any of its affiliates and are not insured or guaranteed by any governmental agency. The Certificates are limited in
right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and
in the Pooling Agreement. In the event funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the
Servicer from the related recoveries on such Mortgage Loan or from other cash deposited in the Certificate Account to the extent
that such advance is not otherwise recoverable.


As provided in the Pooling Agreement, withdrawals from the Certificate
Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including
reimbursement to the Servicer of advances made, or certain expenses incurred, by it.


The Pooling Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the
Certificateholders under the Pooling Agreement at any time by the Company, the Servicer and the Trustee with the consent of the
Holders of the Certificates evidencing Percentage Interests aggregating not less than 66% of REMIC II. The Pooling Agreement also
permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the
Certificates.


As provided in the Pooling Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the office maintained by the Trustee in the City and State of New York for such purposes, duly
endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the
Trustee or any Authenticating Agent duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of Authorized Denominations evidencing the same Percentage Interest set forth hereinabove
will be issued to the designated transferee or transferees.


The Certificates are issuable only as registered Certificates without
coupons in Authorized Denominations specified in the Pooling Agreement. As provided in the Pooling Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new Certificates of Authorized Denominations of like Certificate
Principal Balance or Percentage Interest, as applicable, as requested by the Holder surrendering the same.


A reasonable service charge may be made for any such registration of
transfer or exchange, and the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable
in connection therewith.


The Company, the Trustee and the Certificate Registrar and any agent of
the Company, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Company, the Trustee, the Delaware Trustee, the Certificate Registrar nor any such
agent shall be affected by notice to the contrary.


The obligations created by the Pooling Agreement and the Trust created
thereby shall terminate upon (i) the later of the maturity or other liquidation (including purchase by the Servicer) of the last
Mortgage Loan remaining in the Trust or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of
any Mortgage Loan, and (ii) the payment to Certificateholders of all amounts held by the Trustee and required to be paid to them
pursuant to the Pooling Agreement. In the event that the Company or the Servicer purchases any Mortgage Loan pursuant to the
Pooling Agreement, the Pooling Agreement generally requires that the Trustee distribute to the Certificateholders in the aggregate
an amount equal to 100% of the unpaid Principal Balance of such Mortgage Loan, plus unpaid accrued interest thereon at the
applicable Pass-Through Rate to the last day of the month in which such purchase occurs. The Pooling Agreement permits, but does
not require, the Servicer to purchase from the Trust all Mortgage Loans at the time subject thereto and all property acquired in
respect of any Mortgage Loan upon payment to the Certificateholders of the amounts specified in the Pooling Agreement. The exercise
of such right will effect early retirement of the Certificates, the Servicer’s right to purchase being subject to the
aggregate Principal Balance of the Mortgage Loans at the time of purchase being less than the Clean-Up Call Percentage of the
aggregate Principal Balance of the Mortgage Loans as of the Cut-Off Date.





 



	
ASSIGNMENT







 


 


FOR VALUE RECEIVED the undersigned hereby sell(s) and assign(s) and
transfer(s) unto


____________________________________________________________________________________


 


____________________________________________________________________________________


 


 


(Please print or typewrite name and address, including postal zip code
of assignee. Please insert social security or other identifying number of assignee.)


the within WaMu Mortgage Pass-Through Certificate and hereby
irrevocably constitutes and appoints


____________________________________________________________________________________


 


 


Attorney to transfer said Certificate on the Certificate Register,
with full power of substitution in the premises.


 


 


	
Dated: 
_____________________

	
 

	

___________________________________________


	
 

	
 

	
Signature Guaranteed





 


____________________________________________________________________________________


 


NOTICE:   The signature to this assignment must correspond
with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any
change whatever.  This Certificate does not represent an obligation of or an interest in Washington Mutual Mortgage Securities
Corp. or any of its affiliates.  Neither this Certificate nor the underlying Mortgage Loans are guaranteed by any agency or
instrumentality of the United States.


 










	
Exhibit C







 



	
ANTI-PREDATORY LENDING CATEGORIZATION







 


 


	
I.

	
High-Cost Loan Categorization





 


	

State/Jurisdiction

	
Name of Anti-Predatory
Lending

Law/Effective
Date

	
Category under
Applicable

Anti-Predatory Lending
Law


	
Arkansas

	
Arkansas Home Loan Protection Act, Ark. Code
Ann. §§ 23-53-101 et seq.


Effective July 16, 2003

	
High Cost Home Loan


	
Cleveland Heights, OH

	
Ordinance No. 72-2003 (PSH), Mun. Code
§§ 757.01 et seq.


Effective June 2, 2003

	
Covered Loan


	
Colorado

	
Consumer Equity Protection, Colo. Stat. Ann. §§ 5-3.5-101
et seq.


Effective for covered loans offered or entered into on or after
January 1, 2003. Other provisions of the Act took effect on June 7, 2002

	
Covered Loan


	
Connecticut

	
Connecticut Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746 et seq.


Effective October 1, 2001

	
High Cost Home Loan


	
District of Columbia

	
Home Loan Protection Act, D.C. Code §§ 26-1151.01 et
seq.


Effective for loans closed on or after January 28, 2003

	
Covered Loan


	
Florida

	
Fair Lending Act, Fla. Stat. Ann. §§
494.0078 et seq.


Effective October 2, 2002

	
High Cost Home Loan


	
Georgia (Oct 1, 2002 – Mar 6, 2003)

	
Georgia Fair Lending Act, Ga. Code Ann.
§§ 7-6A-1 et seq.


Effective October 1, 2002 – March 6, 2003

	
High Cost Home Loan


	
Georgia as amended (Mar 7, 2003 – current)

	
Georgia Fair Lending Act, Ga. Code Ann.
§§ 7-6A-1 et seq.


Effective for loans closed on or after March 7, 2003

	
High Cost Home Loan


	
HOEPA Section 32

	
Home Ownership and Equity Protection Act of 1994, 15 U.S.C. §
1639, 12 C.F.R. §§ 226.32 and 226.34


Effective October 1, 1995, amendments October 1, 2002

	
High Cost Loan


	
Illinois

	
High Risk Home Loan Act, Ill. Comp. Stat. tit.
815, §§ 137/5 et seq.


Effective January 1, 2004 (prior to this date, regulations under
Residential Mortgage License Act effective from May 14, 2001)

	
High Risk Home Loan


	
Indiana

	
Indiana Home Loan Practices Act, Ind. Code Ann.
§§ 24-9-1-1 et seq.


Effective for loans originated on or after January 1,
2005.

	
High Cost Home Loan


	
Kansas

	
Consumer Credit Code, Kan. Stat. Ann.
§§ 16a-1-101 et seq.


Sections 16a-1-301 and 16a-3-207 became effective April 14, 1999;
Section 16a-3-308a became effective July 1, 1999

	
High Loan to Value Consumer Loan (id. § 16a-3-207)
and;


 


High APR Consumer Loan (id. § 16a-3-308a)


 


	
Kentucky

	
2003 KY H.B. 287 – High Cost Home Loan Act, Ky. Rev. Stat.
§§ 360.100 et seq.


Effective June 24, 2003

	
High Cost Home Loan


	
Maine

	
Truth in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101
et seq.


Effective September 29, 1995 and as amended from time to
time

	
High Rate High Fee Mortgage


	
Massachusetts

	
Part 40 and Part 32, 209 C.M.R. §§ 32.00 et
seq. and 209 C.M.R. §§ 40.01 et seq.


Effective March 22, 2001 and amended from time to time

	
High Cost Home Loan


	
Nevada

	
Assembly Bill No. 284, Nev. Rev. Stat.
§§ 598D.010 et seq.


Effective October 1, 2003

	
Home Loan


	
New Jersey

	
New Jersey Home Ownership Security Act of 2002, N.J. Rev.
Stat. §§ 46:10B-22 et seq.


Effective for loans closed on or after November 27, 2003

	
High Cost Home Loan


	
New Mexico

	
Home Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq.


Effective as of January 1, 2004; Revised as of February 26,
2004

	
High Cost Home Loan


	
New York

	
N.Y. Banking Law Article 6-l


Effective for applications made on or after April 1, 2003

	
High Cost Home Loan


	
North Carolina

	
Restrictions and Limitations on High Cost Home Loans, N.C. Gen.
Stat. §§ 24-1.1E et seq.


Effective July 1, 2000; amended October 1, 2003 (adding open-end
lines of credit)

	
High Cost Home Loan


	
Ohio

	
H.B. 386 (codified in various sections of the Ohio Code), Ohio Rev.
Code Ann. §§ 1349.25 et seq.


Effective May 24, 2002

	
Covered Loan


	
Oklahoma

	
Consumer Credit Code (codified in various sections of Title
14A)


Effective July 1, 2000; amended effective January 1, 2004

	
Subsection 10 Mortgage


	
South Carolina

	
South Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann.
§§ 37-23-10 et seq.


Effective for loans taken on or after January 1, 2004

	
High Cost Home Loan


	
West Virginia

	
West Virginia Residential Mortgage Lender, Broker and Servicer Act,
W. Va. Code Ann. §§ 31-17-1 et seq.


Effective June 5, 2002

	
West Virginia Mortgage Loan Act Loan





 


 


 


	
II.

	
Covered Loan Categorization





 


	

State/Jurisdiction

	
Name of Anti-Predatory
Lending

Law/Effective
Date

	
Category under
Applicable

Anti-Predatory Lending
Law


	
Georgia (Oct 1, 2002 – Mar 6, 2003)

	
Georgia Fair Lending Act, Ga. Code Ann.
§§ 7-6A-1 et seq.


Effective October 1, 2002 – March 6, 2003

	
Covered Loan


	
New Jersey

	
New Jersey Home Ownership Security Act of 2002, N.J. Rev.
Stat. §§ 46:10B-22 et seq.


Effective November 27, 2003 – July 5, 2004

	
Covered Home Loan





 










	
Exhibit D







 


 



	
Mortgage Loan Schedule







 


Copies of the Mortgage Loan Schedule (which has been intentionally
omitted from this filing) may be obtained from Washington Mutual Mortgage Securities Corp. or Deutsche Bank National Trust Company
by contacting:


 


	
 

	
      in the case of Washington Mutual
Mortgage Securities Corp.,





 


	
 

	
        Laura Kelsey

         Master Servicing Department

         Washington Mutual Mortgage Securities Corp.

         75 N. Fairway Drive,VHF2A01

         Vernon Hills, IL 60061

         Telephone:  (847) 393-5198

         Facsimile:     (847) 549-2997





 


	
 

	
      in the case of Deutsche Bank
National Trust Company,





 


	
 

	
        Alan Sueda

         Trust Administrator

         Deutsche Bank National Trust Company

         1761 E. St. Andrew Place

         Santa Ana, CA 92705

         Telephone:  (714) 247-6315

         Facsimile:    (714) 247-6329





 


 


 










	
Exhibit E







 


 



		
			[Reserved]





 


 


 


 


	
 


	
 

	
 


	
 

	
 


	
 


	
 


	
 


	
 

	
 


	
 

	
 





 


 













	
Exhibit F







 


 



	
FORM OF TRANSFEROR CERTIFICATE FOR


JUNIOR SUBORDINATE CERTIFICATES







 


 


 


[Date]


 


 


 


Deutsche Bank National Trust Company, as Trustee


1761 East St. Andrew Place


Santa Ana, CA 92705


Attn: Trust Administration WA05A9


 


Re:         
Purchase of Washington Mutual Mortgage Securities Corp. WaMu Mortgage Pass-Through Certificates Series 2005-AR9, Class
[   ]  (the “Certificates”)


Ladies and Gentlemen:


In connection with our disposition of the above Certificates we certify
that (a) we understand the Certificates have not been registered under the Securities Act of 1933, as amended (the
“Act”) and are being disposed by us in a transaction that is exempt from the registration requirements of the Act, and
(b) we have not offered or sold any certificates to, or solicited offers to buy any Certificates from, any person, or otherwise
approached or negotiated with any person with respect thereto, or taken any other action which would result in a violation of
Section 5 of the Act.


	
 

	
Very truly yours,


 


[Name of Transferor]


 


 


 


By:  __________________________________


Authorized
Officer





 










	
Exhibit G







 


 



	
FORM OF TRANSFEREE'S AGREEMENT FOR


JUNIOR SUBORDINATE CERTIFICATES







 


 


[Date]


 


 


 


Deutsche Bank National Trust Company, as Trustee


1761 East St. Andrew Place


Santa Ana, CA 92705


Attn: Trust Administration WA05A9


 


Washington Mutual Mortgage Securities Corp.


75 N. Fairway Drive


Vernon Hills, Illinois  60061


 


The undersigned (the “Purchaser”) proposes to purchase
Washington Mutual Mortgage Securities Corp. WaMu Mortgage Pass-Through Certificates, Series 2005-AR9, Class [   ] (the
“Purchased Certificates”) in the principal amount of $______________. In doing so, the Purchaser hereby acknowledges
and agrees as follows:


Section 1. Definitions. Each capitalized term used herein and
not otherwise defined herein shall have the meaning ascribed to it in the Pooling and Servicing Agreement, dated as of July 1, 2005
(the “Pooling Agreement”), by and among Washington Mutual Mortgage Securities Corp. (“Washington Mutual”),
Washington Mutual Bank (the "Servicer"), Deutsche Bank National Trust Company, as trustee (the “Trustee”), and Deutsche
Bank Trust Company Delaware, as Delaware trustee, of the Washington Mutual Mortgage Securities Corp. WaMu Mortgage Pass-Through
Certificates, Series 2005-AR9.


Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to Washington Mutual, the Servicer, the Trustee and
the Trust that:


(a)            The Purchaser is duly organized, validly existing and
in good standing under the laws of the jurisdiction in which the Purchaser is organized, is authorized to invest in the Purchased
Certificates, and to enter into this Agreement, and duly executed and delivered this Agreement;


(b)            The Purchaser is acquiring the Purchased Certificates
for its own account as principal and not with a view to the distribution thereof, in whole or in part;


(c)            The Purchaser is an “accredited investor”
as such term is defined in paragraph (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Section 501 of Regulation D under the Securities
Act of 1933, as amended (the “Act”), has knowledge of financial and business matters and is capable of evaluating the
merits and risks of an investment in the Purchased Certificates; the Purchaser has sought such accounting, legal and tax advice as
it has considered necessary to make an informed investment decision; and the Purchaser is able to bear the economic risk of an
investment in the Purchased Certificates and can afford a complete loss of such investment;


(d)            The Purchaser is not affiliated with the
Trustee;


(e)            The Purchaser confirms that Washington Mutual has made
available to the Purchaser the opportunity to ask questions of, and receive answers from Washington Mutual concerning the trust
created pursuant to the Pooling Agreement (the “Trust”), the purchase by the Purchaser of the Purchased Certificates
and all matters relating thereto that Washington Mutual possesses or can acquire without unreasonable effort or expense;
and


(f)            If applicable, the Purchaser has complied, and will
continue to comply, with the guidelines established by Thrift Bulletin 13a issued April 23, 1998, by the Office of Regulatory
Activities of the Federal Home Loan Bank System.


Section 3. Transfer of Purchased Certificates.


(a)            The Purchaser understands that the Purchased
Certificates have not been registered under the Act, or any state securities laws and that no transfer may be made unless the
Purchased Certificates are registered under the Act and under applicable state law or unless an exemption from registration is
available. The Purchaser further understands that neither Washington Mutual nor the Trust is under any obligation to register the
Purchased Certificates or make an exemption available. In the event that such a transfer is to be made within two years from the
Closing Date without registration under the Act or applicable state securities laws, (i) the Trustee shall require, in order to
assure compliance with such laws, that the Certificateholder's prospective transferee each certify to Washington Mutual, the
Trustee and the Trust as to the factual basis for the registration or qualification exemption relied upon, and (ii) the Trustee or
Washington Mutual may require an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act and state
securities laws, which Opinion of Counsel shall not be an expense of the Trust, the Trustee or Washington Mutual. Any such
Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Trustee and Washington
Mutual against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and
state laws.


(b)            No transfer of a Purchased Certificate shall be made
unless the transferee provides Washington Mutual and the Trustee with (i) a Transferee's Agreement, substantially in the form of
this Agreement, (ii) an affidavit substantially in the form of Exhibit N to the Pooling Agreement and (iii) if so indicated in such
affidavit, a Benefit Plan Opinion (as defined in Section 1.01 of the Pooling Agreement).


(c)            The Purchaser acknowledges that its Purchased
Certificates bear a legend setting forth the applicable restrictions on transfer.





IN WITNESS WHEREOF, the undersigned has caused this Agreement
to be validly executed by its duly authorized representative as of the day and the year first above written.


	
 

	
[Purchaser]


 


 


 


By:  __________________________________


 


Its: ___________________________________


 





 


 













	
Exhibit H







 



	
FORM OF ADDITIONAL MATTER INCORPORATED INTO THE FORM OF THE
CERTIFICATES (OTHER THAN THE CLASS R CERTIFICATES)







 


 


This Certificate does not represent an obligation of or interest in
Washington Mutual Mortgage Securities Corp. or any of its affiliates. Neither this Certificate nor the underlying Mortgage Loans
are guaranteed by any agency or instrumentality of the United States.


This certifies that the above-named Registered Owner is the registered
owner of certain interests in a pool of assets (“REMIC II”) consisting of interests in another pool of assets
(“REMIC I”) consisting of, among other things, conventional one- to four-family mortgage loans (the “Mortgage
Loans”), formed by Washington Mutual Mortgage Securities Corp. (the “Company”), which term includes any successor
entity under the Pooling Agreement referred to below. REMIC I and REMIC II were created pursuant to a Pooling and Servicing
Agreement, dated as of the Cut-Off Date stated above (the “Pooling Agreement”), among the Company, the Servicer,
Deutsche Bank National Trust Company, as Trustee (the “Trustee”), and Deutsche Bank Trust Company Delaware, as Delaware
Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling Agreement. Nothing herein shall be deemed inconsistent with
such meanings, and in the event of any conflict between the Pooling Agreement and the terms of this Certificate, the Pooling
Agreement shall control. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling
Agreement, to which Pooling Agreement the Holder of this Certificate, by virtue of the acceptance hereof, assents and by which such
Holder is bound.


Distributions will be made, pursuant to the Pooling Agreement, on the
25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the “Distribution
Date”), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered
at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such
last day) of the month immediately preceding the month of such distribution (the “Record Date”), to the extent of such
Certificateholder's Percentage Interest represented by this Certificate in the portion of the REMIC II Available Distribution
Amount for such Distribution Date then distributable on the Certificates of this Class, as specified in Section 4.04 of the Pooling
Agreement.


Distributions on this Certificate will be made by the Trustee by wire
transfer or check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this Certificate to the Certificate Registrar.


Reference is hereby made to the further provisions of this Certificate
set forth below, which further provisions shall for all purposes have the same effect as if set forth at this place.


Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling Agreement or
be valid for any purpose.





IN WITNESS WHEREOF, the Trust has caused this Certificate to
be duly executed.


 


	
 

	
WaMu MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-AR9
TRUST


 


	
 

	
By:

	
DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


 


	
 

	
 

	
 


 


By:  _____________________________________





 


 


 



	
(TRUSTEE'S CERTIFICATE OF AUTHENTICATION)







 


 


This is one of the Certificates referred to in the within-mentioned
Pooling Agreement.


DEUTSCHE BANK NATIONAL TRUST COMPANY,


as Trustee


 


 


 


By: _____________________________________


 


Dated: ___________________________________


 





 



	
WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.


WaMu MORTGAGE PASS-THROUGH CERTIFICATE







 


 


This Certificate is one of a duly authorized issue of Certificates
designated as WaMu Mortgage Pass-Through Certificates of the Series and Class specified hereon (herein called the
“Certificates”) and representing certain interests in REMIC II [to be used only in the case of the Class A (other than
the Class A-2A Certificates) and Class B Certificates:][, together with certain rights specified in the Pooling Agreement][to
be used only in the case of the Class X Certificates:][, together with certain obligations specified in the Pooling
Agreement].


The Certificates do not represent an obligation of, or an interest in,
the Company or any of its affiliates and are not insured or guaranteed by any governmental agency. The Certificates are limited in
right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and
in the Pooling Agreement. In the event funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the
Servicer from the related recoveries on such Mortgage Loan or from other cash deposited in the Certificate Account to the extent
that such advance is not otherwise recoverable.


As provided in the Pooling Agreement, withdrawals from the Certificate
Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including
reimbursement to the Servicer of advances made, or certain expenses incurred, by it.


The Pooling Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the
Certificateholders under the Pooling Agreement at any time by the Company, the Servicer and the Trustee with the consent of the
Holders of the Certificates evidencing Percentage Interests aggregating not less than 66% of REMIC II. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Pooling Agreement also permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.


As provided in the Pooling Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the office maintained by the Trustee in the City and State of New York for such purposes, duly
endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the
Trustee or any Authenticating Agent duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of Authorized Denominations evidencing the same Percentage Interest set forth hereinabove
will be issued to the designated transferee or transferees.


[to be used only in the case of the Junior Subordinate Certificates:]
[No transfer of a Certificate will be made unless such transfer is exempt from or is made in accordance with the registration
requirements of the Securities Act of 1933, as amended (the “Securities Act”) and any applicable state securities laws.
In the event that a transfer is to be made without registration or qualification under applicable laws, (i) in the event such
transfer is made pursuant to Rule 144A under the Securities Act, the Company and the Trustee shall require the transferee to
execute an investment letter in substantially the form attached as Exhibit L to the Pooling Agreement, which investment letter
shall not be an expense of the Company, the Servicer, the Trust or the Trustee and (ii) in the event that such a transfer is not
made pursuant to Rule 144A under the Securities Act, the Trustee may require an Opinion of Counsel satisfactory to the Trustee that
such transfer may be made without such registration or qualification, which Opinion of Counsel shall not be an expense of the
Company, the Servicer, the Trust or the Trustee. Neither the Company nor the Trust will register the Certificate under the
Securities Act, qualify the Certificate under any state securities law or provide registration rights to any purchaser. Any Holder
desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Trustee, the Company and the Servicer
against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state
laws.]


The Certificates are issuable only as registered Certificates without
coupons in Authorized Denominations specified in the Pooling Agreement. As provided in the Pooling Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new Certificates of Authorized Denominations of like Certificate
Principal Balance or Percentage Interest, as applicable, as requested by the Holder surrendering the same.


A reasonable service charge may be made for any such registration of
transfer or exchange, and the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable
in connection therewith.


The Company, the Servicer, the Trustee and the Certificate Registrar
and any agent of the Company, the Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the Company, the Servicer, the Trustee, the Certificate
Registrar nor any such agent shall be affected by notice to the contrary.


The obligations created by the Pooling Agreement and the Trust created
thereby shall terminate upon (i) the later of the maturity or other liquidation (including purchase by the Servicer) of the last
Mortgage Loan remaining in the Trust or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of
any Mortgage Loan, and (ii) the payment to Certificateholders of all amounts held by the Trustee and required to be paid to them
pursuant to the Pooling Agreement. In the event that the Company or the Servicer purchases any Mortgage Loan pursuant to the
Pooling Agreement, the Pooling Agreement generally requires that the Trustee distribute to the Certificateholders in the aggregate
an amount equal to 100% of the unpaid Principal Balance of such Mortgage Loan, plus unpaid accrued interest thereon at the
applicable Pass-Through Rate to the last day of the month in which such purchase occurs. The Pooling Agreement permits, but does
not require, the Servicer to purchase from the Trust all Mortgage Loans at the time subject thereto and all property acquired in
respect of any Mortgage Loan upon payment to the Certificateholders of the amounts specified in the Pooling Agreement. The exercise
of such right will effect early retirement of the Certificates, the Servicer’s right to purchase being subject to the
aggregate Principal Balance of the Mortgage Loans at the time of purchase being less than the Clean-Up Call Percentage of the
aggregate Principal Balance of the Mortgage Loans as of the Cut-Off Date.





 



	
ASSIGNMENT







 


 


FOR VALUE RECEIVED the undersigned hereby sell(s) and assign(s) and
transfer(s) unto


____________________________________________________________________________________


 


____________________________________________________________________________________


 


 


(Please print or typewrite name and address, including postal zip code
of assignee. Please insert social security or other identifying number of assignee.)


the within WaMu Mortgage Pass-Through Certificate and hereby
irrevocably constitutes and appoints


____________________________________________________________________________________


 


Attorney to transfer said Certificate on the Certificate Register,
with full power of substitution in the premises.


 


 


	
Dated:
______________________

	
 

	

_________________________________________


	
 

	
 

	
Signature Guaranteed





____________________________________________________________________________________


 


 


NOTICE:   The signature to this assignment must correspond
with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any
change whatever.  This Certificate does not represent an obligation of or an interest in Washington Mutual Mortgage Securities
Corp. or any of its affiliates.  Neither this Certificate nor the underlying Mortgage Loans are guaranteed by any agency or
instrumentality of the United States.


 













	
Exhibit I







 


 



	
TRANSFEROR CERTIFICATE FOR CLASS R CERTIFICATES


	
 


	
 


	
[Date]







 


 


Deutsche Bank National Trust Company, as Trustee


1761 East St. Andrew Place


Santa Ana, CA 92705


Attn: Trust Administration WA05A9


 


Re:          Washington
Mutual Mortgage Securities Corp. WaMu Mortgage Pass-Through Certificates, Series 2005-AR9, Class R


Ladies and Gentlemen:


This letter is delivered to you in connection with the sale from
                                                             
 (the “Seller”) to
                                    
                (the “Purchaser”) of
$____________________ initial Certificate Principal Balance of WaMu Mortgage Pass-Through Certificates, Series 2005-AR9, Class R
(the “Certificate”), pursuant to Section 5.01 of the Pooling and Servicing Agreement (the “Pooling
Agreement”), dated as of July 1, 2005 among Washington Mutual Mortgage Securities Corp., as depositor (the "Company"),
Washington Mutual Bank, as servicer (the “Servicer”), Deutsche Bank National Trust Company, as trustee (the
“Trustee”), and Deutsche Bank Trust Company Delaware, as Delaware trustee. All terms used herein and not otherwise
defined shall have the meanings set forth in the Pooling Agreement. The Seller hereby certifies, represents and warrants to, and
covenants with, the Company, the Servicer, the Trustee and the Trust that:


1.             No purpose of the Seller relating to the sale of
the Certificate by the Seller to the Purchaser is or will be to enable the Seller to impede the assessment or collection of
tax.


2.             The Seller understands that the Purchaser has
delivered to the Trustee and the Company a transferee affidavit and agreement in the form attached to the Pooling Agreement as
Exhibit J. The Seller does not know or believe that any representation contained therein is false.


3.             The Seller has no actual knowledge that the
proposed Transferee is not a Permitted Transferee.


4.             The Seller has no actual knowledge that the
Purchaser would be unwilling or unable to pay taxes due on its share of the taxable income attributable to the
Certificates.


5.             The Seller has conducted a reasonable
investigation of the financial condition of the Purchaser and, as a result of the investigation, found that the Purchaser has
historically paid its debts as they came due, and found no significant evidence to indicate that the Purchaser will not continue to
pay its debts as they come due in the future.





6.      The Purchaser has
represented to the Seller that, if the Certificates constitute a noneconomic residual interest, it (i) understands that as holder
of a noneconomic residual interest it may incur tax liabilities in excess of any cash flows generated by the interest, and (ii)
intends to pay taxes associated with its holding of the Certificates as they become due.


	
 

	
Very truly yours,


 


[Seller]


 


 


 


By:  __________________________________


                Name:
__________________________


                Title:
___________________________


 





 


 













	
Exhibit J







 


 



	
TRANSFEREE AFFIDAVIT AND AGREEMENT FOR CLASS R
CERTIFICATES







 


 


	
STATE OF

	
_________________________

	
)

	
 


	
 

	
 

	
)

	
ss:


	
COUNTY OF

	
_________________________

	
)

	
 





 


 


[NAME OF OFFICER], being first duly sworn, deposes and says:


1.             That he is [Title of Officer] of [Name of Owner]
(record or beneficial owner of the Class R Certificate (the “Owner”)), a [savings institution] [corporation] duly
organized and existing under the laws of [the State of
                  ] [the United
States], on behalf of which he makes this affidavit and agreement.


2.             That the Owner (i) is not and will not be a
“disqualified organization” as of [date of transfer] within the meaning of Section 860E(e)(5) of the Internal Revenue
Code of 1986, as amended (the “Code”) and will endeavor to remain other than a disqualified organization for so long as
it retains its ownership interest in the Class R Certificates, and (ii) is acquiring the Class R Certificates for its own account
or for the account of another Owner from which it has received an affidavit and agreement in substantially the same form as this
affidavit and agreement. (For this purpose, a disqualified organization” means the United States, any state or political
subdivision thereof, or any agency or instrumentality of any of the foregoing (other than an instrumentality all of the activities
of which are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of whose board of directors is
not selected by any such governmental entity), or any foreign government or international organization, or any agency or
instrumentality of such foreign government or organization, any rural electric or telephone cooperative, or any organization (other
than certain farmers' cooperatives) that is generally exempt from federal income tax unless such organization is subject to the tax
on unrelated business taxable income).


3.             That the Owner is aware (i) of the tax that would
be imposed on transfers of the Class R Certificates after March 31, 1988; (ii) that such tax would be on the transferor, or, if
such transfer is through an agent (which person includes a broker, nominee or middle-man) for a disqualified organization, on the
agent; (iii) that the person otherwise liable for the tax shall be relieved of liability for the tax if the transferee furnishes to
such person an affidavit that the transferee is not a disqualified organization and, at the time of transfer, such person does not
have actual knowledge that the affidavit is false; and (iv) that the Class R Certificates may be a “noneconomic residual
interest” within the meaning of Treasury regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect to the income on such residual interest, if a
significant purpose of the transfer was to enable the transferor to impede the assessment or collection of tax.


4.             That the Owner is aware of the tax imposed on a
“pass-through entity” holding the Class R Certificates if at any time during the taxable year of the pass-through
entity a disqualified organization is the record holder of an interest in such entity. (For this purpose, a “pass through
entity” includes a regulated investment company, a real estate investment trust or common trust fund, a partnership, trust or
estate, and certain cooperatives.)


5.             That the Owner is aware that the Trustee will not
register the Transfer of the Class R Certificates unless the transferee, or the transferees' agent, delivers to it an affidavit and
agreement, among other things, in substantially the same form as this affidavit and agreement. The Owner expressly agrees that it
will not consummate any such transfer if it knows or believes that any of the representations contained in such affidavit and
agreement are false.


6.             That the Owner has reviewed the restrictions set
forth on the face of the Class R Certificates and the provisions of Section 5.01 of the Pooling Agreement under which the Class R
Certificates were issued (in particular, clauses (iii)(A) and (iii)(B) of Section 5.01(c) which authorize the Trustee to deliver
payments to a person other than the Owner and negotiate a mandatory sale by the Trustee in the event the Owner holds such
Certificates in violation of Section 5.01). The Owner expressly agrees to be bound by and to comply with such restrictions and
provisions.


7.             That the Owner consents to any additional
restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute a reasonable arrangement to ensure
that the Class R Certificates will only be owned, directly or indirectly, by an Owner that is not a disqualified
organization.


8.             The Owner's Taxpayer Identification Number is
                              
..


9.             That no purpose of the Owner relating to the
purchase of the Class R Certificates by the Owner is or will be to enable the transferor to impede the assessment or collection of
tax, and that in making this representation, the Owner warrants that the Owner is familiar with Treasury Regulation 1.860E-1(c) and
with the preamble to the adoption of amendments to that regulation as of July 19, 2002, attached hereto as Exhibit 1.


10.           That
the Owner anticipates that it will, so long as it holds the Class R Certificates, have sufficient assets to pay any taxes owed by
the holder of such Certificates, and hereby represents to and for the benefit of the person from whom it acquired the Class R
Certificates that the Owner intends to pay taxes associated with holding such Certificates as they become due, fully understanding
that it may incur tax liabilities in excess of any cash flows generated by the Class R Certificates. That the Owner has provided
financial statements or other financial information requested by the transferor in connection with the transfer of the Class R
Certificates to permit the transferor to assess the financial capability of the Owner to pay such taxes.


11.           That
the Owner has no present knowledge or expectation that it will be unable to pay any United States taxes owed by it so long as any
of the Class R Certificates remain outstanding.


12.           That
the Owner has no present knowledge or expectation that it will become insolvent or subject to a bankruptcy proceeding for so long
as any of the Class R Certificates remain outstanding.


13.           That
the Owner is familiar with Treasury Regulation 1.860E-1(c) and with the preamble to the adoption of amendments to that regulation
as of July 19, 2002, attached hereto as Exhibit 1, and that no purpose of the Owner relating to any sale of the Class R
Certificates by the Owner will be to impede the assessment or collection of tax.


14.           The
Owner is a citizen or resident of the United States, a corporation, partnership or other entity treated as a partnership or
corporation for U.S. federal income tax purposes created or organized in, or under the laws of, the United States or any state
thereof or the District of Columbia, or an estate or trust whose income from sources without the United States is includible in
gross income for United States federal income tax purposes regardless of its connection with the conduct of a trade or business
within the United States.


15.           The
Owner hereby agrees that it will not cause income from the Class R Certificates to be attributable to a foreign permanent
establishment or fixed base (within the meaning of an applicable income tax treaty) of the Owner or another United States
taxpayer.


16.           The
Owner hereby agrees to cooperate with the Company and to take any action required of it by the Code or Treasury regulations
thereunder (whether now or hereafter promulgated) in order to create or maintain the REMIC status of REMIC I and REMIC II (the
“REMICs”).


17.           The
Owner hereby agrees that it will not take any action that could endanger the REMIC status of the REMICs or result in the imposition
of tax on the REMICs unless counsel for, or acceptable to, the Company has provided an opinion that such action will not result in
the loss of such REMIC status or the imposition of such tax, as applicable.


18.           The
Owner as transferee of the Class R Certificates has represented to the transferor that, if the Class R Certificates constitute a
noneconomic residual interest, the Owner (i) understands that as holder of a noneconomic residual interest it may incur tax
liabilities in excess of any cash flows generated by the interest, and (ii) intends to pay taxes associated with its holding of the
Class R Certificates as they become due.


19.           That
the Owner satisfies the condition in the paragraph marked below [mark one paragraph only]:


	
___

	
The Owner is not an
employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of
1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended (a “Plan”), or any other person
(including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of, or
purchasing the Class R Certificates with “plan assets” of, any Plan within the meaning of the Department of Labor
(“DOL”) regulation at 29 C.F.R. Section 2510.3-101.


	
___

	
The Owner has delivered
a Benefit Plan Opinion (as defined in Section 1.01 of the Pooling Agreement under which the Class R Certificates were
issued).





 


IN WITNESS WHEREOF, the Owner has caused this instrument to be executed
on its behalf, pursuant to the authority of its Board of Directors, by its [Title of Officer] and its corporate seal to be hereunto
attached, attested by its [Assistant] Secretary, this           day of
         , 20     .


 


	
 

	
[Name of Owner]


 


 


By:  __________________________________


[Name of
Officer]


[Title of
Officer








 


	
[Corporate Seal]


 


ATTEST: 


[Assistant Secretary]

	
 





 


 


Personally appeared before me the above-named [Name of Officer], known
or proved to me to be the same person who executed the foregoing instrument and to be the [Title of Officer] of the Owner, and
Acknowledged to me that he executed the same as his free act and deed and the free act and deed of the Owner.


Subscribed and sworn before me this ___ day of __________________,
20__.


 


	
 

	
NOTARY PUBLIC


COUNTY OF ________________________________


STATE OF __________________________________


My commission expires the
       day of
                   ,
20      .


 





 


 













	
Exhibit 1 to Transferee Affidavit







 


 


DEPARTMENT OF THE TREASURY


Internal Revenue Service


26 CFR Parts 1 and 602


[TD 9004]


RIN 1545-AW98


 


Real Estate Mortgage Investment Conduits


 


AGENCY: Internal Revenue Service (IRS), Treasury.


 


ACTION: Final regulations.


 


-----------------------------------------------------------------------


 


	
SUMMARY:

	
This document contains final regulations relating to safe harbor
transfers of noneconomic residual interests in real estate mortgage investment conduits (REMICs). The final regulations provide
additional limitations on the circumstances under which transferors may claim safe harbor treatment.


	
 

	
 


	
DATES:

	
Effective Date: These regulations are effective July 19, 2002. 
Applicability Date: For dates of applicability, see Sec. 1.860E-(1)(c)(10).


	
 

	
 


	
FOR FURTHER INFORMATION CONTACT:

	
Courtney Shepardson at (202) 622-3940


(not a toll-free number).


			




 



SUPPLEMENTARY INFORMATION:



 



Paperwork Reduction Act



 


The collection of information in this final rule has been reviewed and,
pending receipt and evaluation of public comments, approved by the Office of Management and Budget (OMB) under 44 U.S.C. 3507 and
assigned control number 1545-1675.  The collection of information in this regulation is in Sec. 1.860E-1(c)(5)(ii). This
information is required to enable the IRS to verify that a taxpayer is complying with the conditions of this regulation. The
collection of information is mandatory and is required. Otherwise, the taxpayer will not receive the benefit of safe harbor
treatment as provided in the regulation. The likely respondents are businesses and other for-profit institutions.


Comments on the collection of information should be sent to the Office
of Management and Budget, Attn: Desk Officer for the Department of the Treasury, Office of Information and Regulatory Affairs,
Washington, DC, 20503, with copies to the Internal Revenue Service, Attn: IRS Reports Clearance Officer, W:CAR:MP:FP:S, Washington,
DC 20224. Comments on the collection of information should be received by September 17, 2002. Comments are specifically requested
concerning: 


Whether the collection of information is necessary for the proper
performance of the functions of the Internal Revenue Service, including whether the information will have practical
utility; 


The accuracy of the estimated burden associated with the
collection of information (see below);


How the quality, utility, and clarity of the information to be
collected may be enhanced;


How the burden of complying with the collection of information may
be minimized, including through the application of automated collection techniques or other forms of information technology;
and


Estimates of capital or start-up costs and costs of operation,
maintenance, and purchase of service to provide information.


An agency may not conduct or sponsor, and a person is not required to
respond to, a collection of information unless it displays a valid control number assigned by the Office of Management and
Budget.


The estimated total annual reporting burden is 470 hours, based on an
estimated number of respondents of 470 and an estimated average annual burden hours per respondent of one hour.


Books or records relating to a collection of information must be
retained as long as their contents may become material in the administration of any internal revenue law. Generally, tax returns
and tax return information are confidential, as required by 26 U.S.C. 6103.


Background


This document contains final regulations regarding the proposed
amendments to 26 CFR part 1 under section 860E of the Internal Revenue Code (Code). The regulations provide the circumstances under
which a transferor of a noneconomic REMIC residual interest meeting the investigation and representation requirements may avail
itself of the safe harbor by satisfying either the formula test or the asset test.


Final regulations governing REMICs, issued in 1992, contain rules
governing the transfer of noneconomic REMIC residual interests. In general, a transfer of a noneconomic residual interest is
disregarded for all tax purposes if a significant purpose of the transfer is to enable the transferor to impede the assessment or
collection of tax. A purpose to impede the assessment or collection of tax (a wrongful purpose) exists if the transferor, at the
time of the transfer, either knew or should have known that the transferee would be unwilling or unable to pay taxes due on its
share of the REMIC's taxable income.


Under a safe harbor, the transferor of a REMIC noneconomic residual
interest is presumed not to have a wrongful purpose if two requirements are satisfied: (1) the transferor conducts a reasonable
investigation of the transferee's financial condition (the investigation requirement); and (2) the transferor secures a
representation from the transferee to the effect that the transferee understands the tax obligations associated with holding a
residual interest and intends to pay those taxes (the representation requirement).


The IRS and Treasury have been concerned that some transferors of
noneconomic residual interests claim they satisfy the safe harbor even in situations where the economics of the transfer clearly
indicate the transferee is unwilling or unable to pay the tax associated with holding the interest. For this reason, on February 7,
2000, the IRS published in the Federal Register (65 FR 5807) a notice of proposed rulemaking (REG-100276-97; REG-122450-98)
designed to clarify the safe harbor by adding the ``formula test,'' an economic test. The proposed regulation provides that the
safe harbor is unavailable unless the present value of the anticipated tax liabilities associated with holding the residual
interest does not exceed the sum of: (1) The present value of any consideration given to the transferee to acquire the interest;
(2) the present value of the expected future distributions on the interest; and (3) the present value of the anticipated tax
savings associated with holding the interest as the REMIC generates losses.


The notice of proposed rulemaking also contained rules for FASITs.
Section 1.860H-6(g) of the proposed regulations provides requirements for transfers of FASIT ownership interests and adopts a safe
harbor by reference to the safe harbor provisions of the REMIC regulations.   


In January 2001, the IRS published Rev. Proc. 2001-12 (2001-3 I.R.B.
335) to set forth an alternative safe harbor that taxpayers could use while the IRS and the Treasury considered comments on the
proposed regulations. Under the alternative safe harbor, if a transferor meets the investigation requirement and the representation
requirement but the transfer fails to meet the formula test, the transferor may invoke the safe harbor if the transferee meets a
two-prong test (the asset test). A transferee generally meets the first prong of this test if, at the time of the transfer, and in
each of the two years preceding the year of transfer, the transferee's gross assets exceed $100 million and its net assets exceed
$10 million. A transferee generally meets the second prong of this test if it is a domestic, taxable corporation and agrees in
writing not to transfer the interest to any person other than another domestic, taxable corporation that also satisfies the
requirements of the asset test. A transferor cannot rely on the asset test if the transferor knows, or has reason to know, that the
transferee will not comply with its written agreement to limit the restrictions on subsequent transfers of the residual
interest.


Rev. Proc. 2001-12 provides that the asset test fails to be satisfied
in the case of a transfer or assignment of a noneconomic residual interest to a foreign branch of an otherwise eligible transferee.
If such a transfer or assignment were permitted, a corporate taxpayer might seek to claim that the provisions of an applicable
income tax treaty would resource excess inclusion income as foreign source income, and that, as a consequence, any U.S. tax
liability attributable to the excess inclusion income could be offset by foreign tax credits. Such a claim would impede the
assessment or collection of U.S. tax on excess inclusion income, contrary to the congressional purpose of assuring that such income
will be taxable in all events. See, e.g., sections 860E(a)(1), (b), (e) and 860G(b) of the Code.


The Treasury and the IRS have learned that certain taxpayers
transferring noneconomic residual interests to foreign branches have attempted to rely on the formula test to obtain safe harbor
treatment in an effort to impede the assessment or collection of U.S. tax on excess inclusion income. Accordingly, the final
regulations provide that if a noneconomic residual interest is transferred to a foreign permanent establishment or fixed base of a
U.S. taxpayer, the transfer is not eligible for safe harbor treatment under either the asset test or the formula test. The final
regulations also require a transferee to represent that it will not cause income from the noneconomic residual interest to be
attributable to a foreign permanent establishment or fixed base.


Section 1.860E-1(c)(8) provides computational rules that a taxpayer may
use to qualify for safe harbor status under the formula test. Section 1.860E-1(c)(8)(i) provides that the transferee is presumed to
pay tax at a rate equal to the highest rate of tax specified in section 11(b). Some commentators were concerned that this presumed
rate of taxation was too high because it does not take into consideration taxpayers subject to the alternative minimum tax rate. In
light of the comments received, this provision has been amended in the final regulations to allow certain transferees that compute
their taxable income using the alternative minimum tax rate to use the alternative minimum tax rate applicable to
corporations.


Additionally, Sec. 1.860E-1(c)(8)(iii) provides that the present values
in the formula test are to be computed using a discount rate equal to the applicable Federal short-term rate prescribed by section
1274(d). This is a change from the proposed regulation and Rev. Proc. 2001-12. In those publications the provision stated that
“present values are computed using a discount rate equal to the applicable Federal rate prescribed in section 1274(d)
compounded semiannually” and that “[a] lower discount rate may be used if the transferee can demonstrate that it
regularly borrows, in the course of its trade or business, substantial funds at such lower rate from an unrelated third
party.”  The IRS and the Treasury Department have learned that, based on this provision, certain taxpayers have been
attempting to use unrealistically low or zero interest rates to satisfy the formula test, frustrating the intent of the test.
Furthermore, the Treasury Department and the IRS believe that a rule allowing for a rate other than a rate based on an objective
index would add unnecessary complexity to the safe harbor. As a result, the rule in the proposed regulations that permits a
transferee to use a lower discount rate, if the transferee can demonstrate that it regularly borrows substantial funds at such
lower rate, is not included in the final regulations; and the Federal short-term rate has been substituted for the applicable
Federal rate. To simplify taxpayers' computations, the final regulations allow use of any of the published short-term rates,
provided that the present values are computed with a corresponding period of compounding. With the exception of the provisions
relating to transfers to foreign branches, these changes generally have the proposed applicability date of February 4, 2000, but
taxpayers may choose to apply the interest rate formula set forth in the proposed regulation and Rev. Proc. 2001-12 for transfers
occurring before August 19, 2002.


It is anticipated that when final regulations are adopted with respect
to FASITs, Sec. 1.860H-6(g) of the proposed regulations will be adopted in substantially its present form, with the result that the
final regulations contained in this document will also govern transfers of FASIT ownership interests with substantially the same
applicability date as is contained in this document.


Effect on Other Documents


Rev. Proc. 2001-12 (2001-3 I.R.B. 335) is obsolete for transfers of
noneconomic residual interests in REMICs occurring on or after August 19, 2002.


Special Analyses


It is hereby certified that these regulations will not have a
significant economic impact on a substantial number of small entities. This certification is based on the fact that it is unlikely
that a substantial number of small entities will hold REMIC residual interests. Therefore, a Regulatory Flexibility Analysis under
the Regulatory Flexibility Act (5 U.S.C. chapter 6) is not required. It has been determined that this Treasury decision is not a
significant regulatory action as defined in Executive Order 12866. Therefore, a regulatory assessment is not required. It also has
been determined that sections 553(b) and 553(d) of the Administrative Procedure Act (5 U.S.C. chapter 5) do not apply to these
regulations.


Drafting Information


The principal author of these regulations is Courtney Shepardson.
However, other personnel from the IRS and Treasury Department participated in their development.


List of Subjects


26 CFR Part 1


Income taxes, Reporting and record keeping requirements.


26 CFR Part 602


Reporting and record keeping requirements.


Adoption of Amendments to the Regulations


Accordingly, 26 CFR parts 1 and 602 are amended as follows:


PART 1--INCOME TAXES


Paragraph 1. The authority citation for part 1 continues to read in
part as follows:


    Authority: 26 U.S.C. 7805 * * *


 










	
Exhibit K







 


 


[Reserved]


 


 


 


 


 













	
Exhibit L







 


 



	
[FORM OF RULE 144A INVESTMENT REPRESENTATION]


	
 


	
Description of Rule 144A Securities, including numbers:


	
 


	
 


	
___________________________________


	
___________________________________


	
___________________________________







 


 


The undersigned  seller, as registered
holder (the “Seller”), intends to transfer the Rule 144A Securities described above to the undersigned buyer (the
“Buyer”).



1.             In connection with such transfer and in
accordance with the agreements pursuant to which the Rule 144A Securities were issued, the Seller hereby certifies the following
facts: Neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule
144A Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept
a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar
security from, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities
under the Securities Act of 1933, as amended (the “1933 Act”), or that would render the disposition of the Rule 144A
Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, and that the Seller has not offered
the Rule 144A Securities to any person other than the Buyer or another “qualified institutional buyer” as defined in
Rule 144A under the 1933 Act.



2.             The Buyer warrants and represents to, and
covenants with, the Seller, the Trustee, the Trust and the Servicer (as defined in Section 1.01 of the Pooling and Servicing
Agreement (the “Agreement”) dated as of July 1, 2005 among Washington Mutual Mortgage Securities Corp., as Depositor,
Washington Mutual Bank, as Servicer, Deutsche Bank National Trust Company, as Trustee, and Deutsche Bank Trust Company Delaware, as
Delaware Trustee) pursuant to Section 5.01(f) of the Agreement, as follows:



a.             The Buyer understands that the Rule 144A
Securities have not been registered under the 1933 Act or the securities laws of any state.



b.             The Buyer considers itself a substantial,
sophisticated institutional investor having such knowledge and experience in financial and business matters that it is capable of
evaluating the merits and risks of investment in the Rule 144A Securities.



c.             The Buyer has received and reviewed the Private
Placement Memorandum dated July 21, 2005 relating to the Rule 144A Securities and has been furnished with all information regarding
the Rule 144A Securities that it has requested from the Seller, the Trustee, the Company or the Servicer.



d.             Neither the Buyer nor anyone acting on its behalf
has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities
or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated with
respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in any
manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that
would constitute a distribution of the Rule 144A Securities under the 1933 Act or that would render the disposition of the Rule
144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, nor will it act, nor has it
authorized or will it authorize any person to act, in such manner with respect to the Rule 144A Securities.



e.             The Buyer is a “qualified institutional
buyer” as that term is defined in Rule 144A under the 1933 Act and has (1) completed either of the forms of certification to
that effect attached hereto as Annex 1 or Annex 2, or (2) obtained the waiver of the Company with respect to Annex 1 and
Annex 2 pursuant to Section 5.01(f) of the Agreement. The Buyer is aware that the sale to it is being made in reliance on Rule
144A. The Buyer is acquiring the Rule 144A Securities for its own account or the accounts of other qualified institutional buyers,
understands that such Rule 144A Securities may be resold, pledged or transferred only (i) to a person reasonably believed to be a
qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom
notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption
from registration under the 1933 Act.



f.              The Buyer is not affiliated with
(i) the Trustee or (ii) any Rating Agency that rated the Rule 144A Securities.



g.             If applicable, the Buyer has complied, and will
continue to comply, with the guidelines established by Thrift Bulletin 13a issued April 23, 1998, by the Office of Regulatory
Activities of the Federal Home Loan Bank System.



3.             This document may be executed in one or more
counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be
an original; such counterparts, together, shall constitute one and the same document.


IN WITNESS
WHEREOF, each of the parties has executed this document as of the date set forth below.


 


	
___________________________________

	
 

	
___________________________________


	
Print Name of Seller

	
 

	
Print Name of Buyer


	
 

	
 

	
 


	
By:

	
______________________________

	
 

	
By:

	
______________________________


	
 

	
Name:

	
 

	
 

	
Name:


	
 

	
Title:

	
 

	
 

	
Title:


	
 

	
 

	
 


	
Taxpayer Identification Number:

	
 

	
Taxpayer Identification Number:


	
___________________________________

	
 

	
___________________________________


	
Date:

	
___________________________

	
 

	
Date:

	
___________________________


							



 









 











	
Annex 1 to Exhibit L







 


 



	
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


	
 


	
[For Buyers Other Than Registered Investment Companies]







 


 


The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:


1.             As indicated below, the undersigned is the
President, Chief Financial Officer, Senior Vice President or other executive officer of the Buyer.


2.             In connection with purchases by the Buyer, the
Buyer is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933
(“Rule 144A”) because (i) the Buyer owned and/or invested on a discretionary basis $______________________ (the
Buyer must own and/or invest on a discretionary basis at least $100,000,000 in securities unless the Buyer is a dealer, and, in
that case, the Buyer must own and/or invest on a discretionary basis at least $10,000,000 in securities) in securities (except for
the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the category marked below.


	
___

	
Corporation,
etc. The Buyer is a corporation (other than a bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal
Revenue Code.


	
___

	
Bank. The Buyer (a) is a national bank or banking institution organized under the laws of any State, territory or the District
of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking
commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto.


	
___

	
Savings and
Loan. The Buyer (a) is a savings and loan association, building and loan association, cooperative bank,
homestead association or similar institution, which is supervised and examined by a State or Federal authority having supervision
over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth
of at least $25,000,000 as demonstrated in its latest annual financial statements.


	
___

	

Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange
Act of 1934.


	
___

	
Insurance
Company. The Buyer is an insurance company whose primary and predominant business activity is the writing
of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance
commissioner or a similar official or agency of a State or territory or the District of Columbia.


	
___

	
State or Local
Plan. The Buyer is a plan established and maintained by a State, its political subdivisions, or any
agency or instrumentality of the State or its political subdivisions, for the benefit of its employees.


	
___

	
ERISA
Plan. The Buyer is an employee benefit plan within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”) and is subject to the fiduciary responsibility provisions of
ERISA.


	
___

	
Investment
Adviser. The Buyer is an investment adviser registered under the Investment Advisers Act of
1940.


	
___

	
SBIC. The Buyer is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c)
or (d) of the Small Business Investment Act of 1958.


	
___

	
Business Development
Company. The Buyer is a business development company as defined in Section 202(a)(22) of the Investment
Advisers Act of 1940.


	
___

	
Trust
Fund. The Buyer is a trust fund whose trustee is a bank or trust company and whose participants are
exclusively (a) plans established and maintained by a State, its political subdivisions, or any agency or instrumentality of the
State or its political subdivisions, for the benefit of its employees, or (b) employee benefit plans within the meaning of Title I
of the Employee Retirement Income Security Act of 1974, but is not a trust fund that includes as participants individual retirement
accounts or H.R. 10 plans.





3.             The term “securities” as used
herein does not include (i) securities of issuers that are affiliated with the Buyer, (ii) securities that are
part of an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer, (iii) bank deposit notes and
certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a
repurchase agreement and (vii) currency, interest rate and commodity swaps.


4.             For purposes of determining the aggregate amount
of securities owned and/or invested on a discretionary basis by the Buyer, the Buyer used the cost of such securities to the Buyer
and did not include any of the securities referred to in the preceding paragraph. Further, in determining such aggregate amount,
the Buyer may have included securities owned by subsidiaries of the  Buyer,  but only if such subsidiaries are
consolidated with the Buyer in its financial statements prepared in accordance with generally accepted accounting principles and if
the investments of such subsidiaries are managed under the Buyer's direction. However, such securities were not included if the
Buyer is a majority-owned, consolidated subsidiary of another enterprise and the Buyer is not itself a reporting company under the
Securities Exchange Act of 1934.


5.             The Buyer acknowledges that it is familiar with
Rule 144A and understands that the seller to it and other parties related to the Certificates are relying and will continue to rely
on the statements made herein because one or more sales to the Buyer may be in reliance on Rule 144A.



	
_____

	
 

	
_____

	
 

	
Will the Buyer be purchasing the Rule 144A Securities for the
Buyer’s own account?


	
Yes

	
No







 


6.             If the answer to the foregoing question is
“no”, the Buyer agrees that, in connection with any purchase of securities sold to the Buyer for the account of a third
party (including any separate account) in reliance on Rule 144A, the Buyer will only purchase for the account of a third party
that at the time is a “qualified institutional buyer” within the meaning of Rule 144A. In addition, the Buyer
agrees that the Buyer will not purchase securities for a third party unless the Buyer has obtained a current representation letter
from such third party or taken other appropriate steps contemplated by Rule 144A to conclude that such third party
independently meets the definition of “qualified institutional buyer” set forth in Rule 144A.


7.             The Buyer will notify each of the parties to
which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Buyer's
purchase of Rule 144A Securities will constitute a reaffirmation of this certification as of the date of such purchase.


 


 


	
 

	
 

	

___________________________________


	
 

	
 

	
Print Name of
Buyer


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
______________________________


	
 

	
 

	
 

	
 

	
Name:


	
 

	
 

	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
 

	
 

	
Date:

	
____________________________


	
 

	
 

	
 

	
 

	
 


							



 









 










	
Annex 2 to Exhibit L





 


 



	
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


	
 


	
[For Buyers That Are Registered Investment Companies]







 


 


 


The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:


1.             As indicated below, the undersigned is the
President, Chief Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a “qualified institutional
buyer” as that term is defined in Rule 144A under the Securities Act of 1933 (“Rule 144A”) because Buyer is part
of a Family of Investment Companies (as defined below), is such an officer of the Adviser.


2.             In connection with purchases by Buyer, the Buyer
is a “qualified institutional buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment company
registered under the Investment Company Act of 1940, and (ii) as marked below, the Buyer alone, or the Buyer's Family of Investment
Companies, owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the
Buyer's most recent fiscal year. For purposes of determining the amount of securities owned by the Buyer or the Buyer's Family of
Investment Companies, the cost of such securities was used.


	
____

	
The Buyer owned
$___________________ in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A).


	
____

	
The Buyer is part of a
Family of Investment Companies which owned in the aggregate $______________ in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule
144A).





3.             The term “Family of Investment
Companies” as used herein means two or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or
because one investment adviser is a majority owned subsidiary of the other).


4.             The term “securities” as used
herein does not include (i) securities of issuers that are affiliated with the Buyer or are part of the Buyer's Family of
Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency, interest rate and commodity swaps.


5.             The Buyer is familiar with Rule 144A and
understands that each of the parties to which this certification is made are relying and will continue to rely on the statements
made herein because one or more sales to the Buyer will be in reliance on Rule 144A. In addition, the Buyer will only purchase for
the Buyer's own account.


6.             The undersigned will notify each of the parties
to which this certification is made of any changes in the information and conclusions herein. Until such notice, the Buyer's
purchase of Rule 144A Securities will constitute a reaffirmation of this certification by the undersigned as of the date of such
purchase.


 


 


	
 

	
 

	

___________________________________


	
 

	
 

	
Print Name of
Buyer


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
______________________________


	
 

	
 

	
 

	
 

	
Name:


	
 

	
 

	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
 

	
 

	
Date:

	
____________________________


	
 

	
 

	
 

	
 

	
 


							



 


 


	
IF AN ADVISER:

	
 

	

___________________________________


	
 

	
 

	
Print Name of
Buyer


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
______________________________


	
 

	
 

	
 

	
 

	
Name:


	
 

	
 

	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
 

	
 

	
Date:

	
____________________________


	
 

	
 

	
 

	
 

	
 


							



 


 


 


 


(SEAL)


 









 











	
Exhibit M







 


 



	
[Date]







 


 


[Company]


Re:          
Pooling and Servicing Agreement dated as of July 1, 2005 by and among Washington Mutual Mortgage Securities Corp., as Depositor,
Washington Mutual Bank, as Servicer, Deutsche Bank National Trust Company, as Trustee, and Deutsche Bank Trust Company Delaware, as
Delaware Trustee, relating to Washington Mutual Mortgage Securities Corp. WaMu Mortgage Pass-Through Certificates, Series
2005-AR9


Ladies and Gentlemen:


In accordance with Section 2.07 of the above-captioned Pooling and
Servicing Agreement, the undersigned, as [Trustee] [Initial Custodian], hereby certifies that, except as noted on the attachment
hereto, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the
attachment hereto) it has reviewed the documents delivered to it pursuant to Section 2.05 of the Pooling and Servicing Agreement
and has determined that (i) all documents required (in the case of instruments described in clauses (X)(ii), (X)(iv) and (Y)(ix) of
the definition of “Mortgage File,” known by it to be required) pursuant to the definition of “Mortgage
File” and Section 2.05 of the Pooling and Servicing Agreement to have been executed and received as of the date hereof are in
its possession and (ii) all such documents have been executed and relate to the Mortgage Loans identified in the Mortgage Loan
Schedule. The [Trustee] [Initial Custodian] has made no independent examination of such documents beyond the review specifically
required in the above referenced Pooling and Servicing Agreement and has relied upon the purported genuineness and due execution of
any such documents and upon the purported genuineness of any signature thereon. The [Trustee] [Initial Custodian] makes no
representations as to: (i) the validity, legality, enforceability or genuineness of any of the documents contained in each Mortgage
File or any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness
or suitability of any such Mortgage Loan.


Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing Agreement.


 


 


	
 

	
 

	
___________________________________


	
 

	
 

	
as [Trustee] [Initial
Custodian]


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
______________________________


	
 

	
 

	
 

	
 

	
Name:


	
 

	
 

	
 

	
 

	
Title:





 









 











	
Exhibit N







 


 



	
BENEFIT PLAN AFFIDAVIT







 


 


 


Deutsche Bank National Trust Company, as Trustee (the
“Trustee”)


1761 East St. Andrew Place


Santa Ana, CA 92705


Attn: Trust Administration WA05A9


 


Washington Mutual Mortgage Securities Corp. (“Washington
Mutual”)


75 North Fairway Drive


Vernon Hills, IL  60061


 


RE:          CLASS
[B-4][B-5][B-6] CERTIFICATES (THE “PURCHASED CERTIFICATES”) ISSUED BY WaMu MORTGAGE PASS-THROUGH CERTIFICATES SERIES
2005-AR9 TRUST (THE “TRUST”)


Under penalties of perjury, I, _____________________, declare that, to
the best of my knowledge and belief, the following representations are true, correct and complete; and


1.             That I am the _______________ of
__________________ (the “Purchaser”), whose taxpayer identification number is  ___________, and on behalf of which
I have the authority to make this affidavit.


2.             That the Purchaser is acquiring a Purchased
Certificate representing an interest in the assets of the Trust.


3.             That the Purchaser satisfies the condition in the
paragraph marked below [mark one paragraph only]:


	
___

	
The Purchaser is not an
employee benefit plan or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act
of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended (a “Plan”), or any other person
(including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of, or
purchasing any of the Purchased Certificates with “plan assets” of, any Plan within the meaning of the Department of
Labor (“DOL”) regulation at 29 C.F.R. Section 2510.3-101.


	
___

	
The Purchaser is an
insurance company, the source of funds to be used by it to acquire or hold the Purchased Certificate is an “insurance company
general account” (within the meaning of DOL Prohibited Transaction Class Exemption (“PTCE”) 95-60), and the
conditions in Sections I and III of PTCE 95-60 have been satisfied.


	
___

	
The Purchaser has delivered
to Washington Mutual and the Trustee a Benefit Plan Opinion (as defined in Section 1.01 of the Pooling and Servicing Agreement,
dated as of July 1, 2005, by and among Washington Mutual, the Trustee and the Delaware Trustee thereunder, and relating to the
Trust).





 


IN WITNESS WHEREOF, the Purchaser has
caused this instrument to be duly executed on its behalf, by its duly authorized officer this _____ day of __________________,
20__.


 


	
 

	
 

	
[Purchaser]


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
_________________________________


	
 

	
 

	
 

	
 

	
Its:





 


 





Personally appeared before me ______________________, known
or proved to me to be the same person who executed the foregoing instrument and to be a ________________ of the Purchaser, and
acknowledged to me that (s)he executed the same as his/her free act and deed and as the free act and deed of the
Purchaser.


SUBSCRIBED and SWORN to before me this day of ____________,
20__.


 


 


 


	
 

	
 

	
____________________________________


	
 

	
 

	
Notary Public





 


 













	
Exhibit O







 


 



	
BENEFIT PLAN AFFIDAVIT







 


 


 


Deutsche Bank National Trust Company, as Trustee (the
“Trustee”)


1761 East St. Andrew Place


Santa Ana, CA 92705


Attn: Trust Administration WA05A9


 


Washington Mutual Mortgage Securities Corp. (“Washington
Mutual”)


75 North Fairway Drive


Vernon Hills, IL  60061


 


RE:          CLASS
[B-1][B-2][B-3] CERTIFICATES (THE “PURCHASED CERTIFICATES”) ISSUED BY WaMu MORTGAGE PASS-THROUGH CERTIFICATES SERIES
2005-AR9 TRUST (THE “TRUST”)


 


Under penalties of perjury, I, _____________________, declare that, to
the best of my knowledge and belief, the following representations are true, correct and complete; and


1.             That I am the _______________ of
__________________ (the “Purchaser”), whose taxpayer identification number is  ___________, and on behalf of which
I have the authority to make this affidavit.


2.             That the Purchaser is acquiring a Purchased
Certificate representing an interest in the assets of the Trust.


3.             That the Purchaser satisfies the condition in the
paragraph marked below [mark one paragraph only]:


	
___

	
The Purchaser is not an
employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of
1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (a “Plan”), or
any other person (including an investment manager, a named fiduciary or a trustee of any such Plan) acting, directly or indirectly,
on behalf of or purchasing the Purchased Certificate with “plan assets” of, any Plan within the meaning of the
Department of Labor (“DOL”) regulation at 29 C.F.R. Section 2510.3-101.


	
___

	
The Purchaser is an
insurance company, the source of funds to be used by it to acquire or hold the Purchased Certificate is an “insurance company
general account” (within the meaning of DOL Prohibited Transaction Class Exemption (“PTCE”) 95-60), and the
conditions in Sections I and III of PTCE 95-60 have been satisfied.


	
___

	
The Purchased Certificate
was rated “BBB-” or better (or its equivalent) by at least one of the Rating Agencies (as defined in Section 1.01 of
the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of July 1, 2005, by and among
Washington Mutual, the Trustee and the Delaware Trustee thereunder, and relating to the Trust) at the time of Purchaser’s
acquisition of the Purchased Certificate (or interest therein).


	
___

	
The Purchaser has delivered
to Washington Mutual and the Trustee a Benefit Plan Opinion (as defined in Section 1.01 of the Pooling and Servicing
Agreement).





 


 


IN WITNESS WHEREOF, the Purchaser has
caused this instrument to be duly executed on its behalf, by its duly authorized officer this _____ day of __________________,
20__.


 


	
 

	
 

	
[Purchaser]


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
_________________________________


	
 

	
 

	
 

	
 

	
Its:





 


 





Personally appeared before me ______________________, known
or proved to me to be the same person who executed the foregoing instrument and to be a ________________ of the Purchaser, and
acknowledged to me that (s)he executed the same as his/her free act and deed and as the free act and deed of the
Purchaser.


SUBSCRIBED and SWORN to before me this day of ____________,
20__.


 


 


 


 


	
 

	
 

	

___________________________________


	
 

	
 

	
Notary Public